Chesapeake Energy Announces Cash Tender Offers for Up to $500 million
No more than $400,000,000 aggregate purchase price, exclusive of accrued interest (the "Short-Dated Tender Cap"), of 6.25% Euro-denominated Senior Notes due 2017, 6.5% Senior Notes due 2017 and 7.25% Senior Notes due 2018, collectively (the "Priority 1 Notes"), and no more than $250,000,000 aggregate purchase price, exclusive of accrued interest (the "Long-Dated Tender Cap"), of Floating Rate Senior Notes due 2019 (the "Priority 2 Notes"), 6.625% Senior Notes due 2020, 6.875% Senior Notes due 2020, 6.125% Senior Notes due 2021, 5.375% Senior Notes due 2021, 4.875% Senior Notes due 2022 and 5.75% Senior Notes due 2023 (collectively, the "Priority 3 Notes" and, together with the Priority 2 Notes, the "Long-Dated Notes"), will be purchased in the Tender Offers. For purposes of determining the application of the Short-Dated Tender Cap, the Aggregate Maximum Purchase Amount and proration, the aggregate purchase price (exclusive of accrued interest) to be paid in Euros for the 6.25% Euro-denominated Senior Notes due 2017 will be converted into U.S. dollars at an exchange ratio of $1.1162 to €1,000 as of 5:00 p.m., New York City time, on August 12, 2016, as set forth by the Bloomberg EURUSD Spot Exchange Rate. The Priority 3 Notes are subject to an additional cap on the aggregate purchase price (exclusive of accrued interest) of such Notes that prohibits the aggregate principal amount of such Notes accepted for purchase on any Settlement Date (as defined below) from exceeding the aggregate principal amount of (i) the Priority 1 Notes and Priority 2 Notes accepted for purchase under the Tender Offers and (ii) Other Notes (as defined below) accepted for purchase in the Concurrent Tender Offers (as defined below) (the "Priority 3 Tender Cap" and, together with the Short-Dated Tender Cap and the Long-Dated Tender Cap, the "Tender Caps" and each individually, a "Tender Cap"). The terms and conditions of the Tender Offers are described in an Offer to Purchase dated August 15, 2016 (the "Offer to Purchase") and the related Letter of Transmittal.