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Chesapeake Energy Corporation Announces Cash Tender Offer For Senior Notes

Chesapeake Energy Corporation (NYSE:CHK) today announced the commencement of a tender offer (the “Tender Offer”) for any and all of its 9.50% Senior Notes due 2015 (the “Notes”).

The Tender Offer is being made pursuant to an Offer to Purchase and a related Letter of Transmittal, each dated April 10, 2014, which set forth a more detailed description of the terms and conditions of the 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 April 23, 2014 (such date and time, as it may be extended, the “Early Tender Date”) to be eligible to receive the Total Consideration (as set forth in the table below), which includes the Early Tender Premium (as set forth in the table below). The Tender Offer will expire at 11:59 p.m., New York City time, on May 7, 2014, unless it is extended or earlier terminated (such date and time, as it may be extended, the “Expiration Date”).



Principal Amount Outstanding

Purchase Price ( 1 )

Early Tender Premium (2 )

Total Consideration (1)
9.50% Senior Notes due 2015

$1,264,697,000 $1,042.00 $30.00 $1,072.00

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

Chesapeake’s obligation to accept for purchase and to pay for Notes in the Tender Offer is subject to the satisfaction or waiver of a number of conditions, including the receipt by Chesapeake, at or prior to the early settlement date (as described below), of the net proceeds from the issuance of not less than $3.0 billion in principal amount of indebtedness in one or more debt financing transactions, including debt capital markets transactions, on terms reasonably satisfactory to Chesapeake (the “Financing Condition”). On April 10, 2014, Chesapeake commenced an offering of $3.0 billion of its senior notes, and such offering, if successfully completed, will satisfy the Financing Condition. The Tender Offer is 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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