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)
December 14, 2006 (December 8, 2006)
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, Oklahoma |
|
73118 |
|
(Address of principal executive offices) |
|
(Zip Code) |
|
(405) 848-8000 |
|
(Registrant’s telephone number, including area code) |
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):
|
[_] |
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))
Section 1 – Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On December 8, 2006, Chesapeake Energy Corporation (the “Company”) entered into an Underwriting Agreement with Deutsche Bank Securities Inc., as underwriter, to issue and sell to the underwriter 30,000,000 shares of its Common Stock, a copy of which is filed herewith as Exhibit 99.1. A copy of the press release announcing the pricing of the common stock was filed under item 8.01 of our Form 8-K dated December 11, 2006.
Section 8 – Other Events
Item 8.01 Other Events.
An opinion by Commercial Law Group, P.C. related to our registration statement on Form S-3 (Registration No. 333-130196) and the offering is also attached hereto as Exhibit 5.1.
|
Section 9 – Financial Statements and Exhibits
| ||||
|
Item 9.01 Final Statements and Exhibits | ||||
|
|
|
| ||
|
|
(c) |
Exhibits | ||
|
|
|
| ||
|
Exhibit No. |
|
Document Description |
| |
|
|
|
| ||
|
99.1 |
|
Underwriting Agreement dated as of December 8, 2006 by and among Chesapeake Energy Corporation and Deutsche Bank Securities Inc. | ||
|
|
|
| ||
|
5.1 |
|
Opinion Letter of Commercial Law Group, P.C. | ||
2
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.
|
|
|
|
CHESAPEAKE ENERGY CORPORATION |
|
|
|
By: |
/s/ AUBREY K. MCCLENDON |
|
|
|
|
Aubrey K. McClendon Chairman of the Board and Chief Executive Officer |
|
Date: |
December 14, 2006 |
3
|
EXHIBIT INDEX |
| ||||
|
Exhibit No. |
|
Document Description |
| ||
|
|
|
| |||
|
99.1 |
|
Underwriting Agreement dated as of December 8, 2006 by and among Chesapeake Energy Corporation and Deutsche Bank Securities Inc. | |||
|
|
|
| |||
|
5.1 |
|
Opinion Letter of Commercial Law Group, P.C. | |||
4