Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
August 31 2022 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): August 31, 2022
CHESAPEAKE ENERGY CORPORATION
(Exact
name of Registrant as specified in its Charter)
Oklahoma |
|
1-13726 |
|
73-1395733 |
(State or other jurisdiction of
incorporation) |
|
(Commission File No.) |
|
(IRS Employer Identification No.) |
6100 North Western Avenue |
Oklahoma City |
OK |
|
73118 |
(Address of principal executive offices) |
|
(Zip Code) |
|
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(405) |
848-8000 |
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(Registrant’s telephone number, including area code) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which
registered |
Common Stock, $0.01 par value per share |
|
CHK |
|
The Nasdaq Stock Market LLC |
Class A Warrants to purchase Common Stock |
|
CHKEW |
|
The Nasdaq Stock Market LLC |
Class B Warrants to purchase Common Stock |
|
CHKEZ |
|
The Nasdaq Stock Market LLC |
Class C Warrants to purchase Common Stock |
|
CHKEL |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events
On August 31, 2022, Chesapeake Energy
Corporation, an Oklahoma corporation (the “Company”), issued a press release announcing the amendment of the
Company’s previously announced exchange offers relating to its outstanding (i) Class A warrants, which warrants trade on The
Nasdaq Stock Market LLC (the “NASDAQ”) under the symbol “CHKEW”, (ii)
Class B warrants, which warrants trade on the NASDAQ under the symbol “CHKEZ”, and
(iii) Class C warrants, which warrants trade on the NASDAQ under the symbol “CHKEL”, each to purchase shares of common
stock of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
The following exhibits are being filed herewith:
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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CHESAPEAKE ENERGY CORPORATION |
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Date: August 31, 2022 |
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By: |
/s/ BENJAMIN R. RUSS |
|
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Benjamin R. Russ |
|
|
Executive Vice President - General Counsel and Corporate Secretary |
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