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Chesapeake Energy Corporation Announces Cash Tender Offers For Senior Notes

Chesapeake Energy Corporation (NYSE:CHK) today announced the commencement of two separate tender offers (collectively the “Tender Offers” and each a “Tender Offer”) for any and all of its 7.625% Senior Notes due 2013 (the “2013 Notes”) and its 6.875% Senior Notes due 2018 (the “2018 Notes” and, together with the 2013 Notes, the “Notes”).

The Tender Offers are being made pursuant to an Offer to Purchase and a related Letter of Transmittal, each dated March 18, 2013, which set forth a more detailed description of the terms and conditions of each Tender Offer.

Upon the terms and subject to the conditions described in the Offer to Purchase, the Letter of Transmittal and any amendments or supplements to the foregoing, Chesapeake is offering to purchase for cash any and all of the outstanding Notes.

Holders must validly tender their Notes at or prior to 5:00 p.m., New York City time, on March 28, 2013 (such date and time, as it may be extended with respect to a Tender Offer, the "Early Tender Date"), to be eligible to receive the applicable Total Consideration (as set forth in the table below), which includes the applicable Early Tender Premium (as set forth in the table below). Each Tender Offer will expire at 11:59 p.m., New York City time, on April 12, 2013, unless it is extended or earlier terminated (such date and time as it may be extended with respect to a Tender Offer, the “Expiration Date”).


Principal Amount Outstanding

Purchase Price (1)

Early Tender Premium (2)

Total Consideration (1)
7.625% Senior Notes due 2013  

165167BY2/ US165167BY25
  $464,110,000   $990.00   $30.00   $1,020.00
6.875% Senior Notes due 2018

165167CE5/ US165167CE51
$473,668,000 $1,044.50 $30.00 $1,074.50

(1) Per $1,000 principal amount, as applicable, of Notes validly tendered and accepted for purchase in the Tender Offers, and excluding any accrued interest, which will be paid in addition to the Total Consideration or Purchase Price, as applicable, up to but not including the applicable settlement date.

(2) Per $1,000 principal amount, as applicable, of Notes validly tendered and accepted for purchase in the Tender Offers prior to the applicable Early Tender Date; included in Total Consideration.

Chesapeake’s obligation to accept for purchase and to pay for Notes in an applicable Tender Offer is subject to the satisfaction or waiver of a number of conditions, including the receipt by Chesapeake, at or prior to the earliest early settlement date (as described below), of an aggregate amount of at least $1.0 billion in net proceeds from one or more debt financing transactions, including debt capital markets transactions, on terms reasonably satisfactory to Chesapeake (the “Financing Condition”). On March 18, 2013, Chesapeake commenced an offering of $2.3 billion of its senior notes, and such offering, if successfully completed, will satisfy the Financing Condition. The Tender Offers are not contingent upon the tender of any minimum principal amount of Notes. This press release is not an offer to sell or the solicitation of an offer to buy any securities. Offers and sales of any securities will only be made by means of a prospectus or offering memorandum, on the terms and subject to the conditions set forth therein.

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