chk02242012_8a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
______________
 
 
FORM 8-A
 
______________
 
 

 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 

 


 
CHESAPEAKE ENERGY CORPORATION*
(Exact name of registrant as specified in its charter)

Oklahoma
    
73-1395733
(State of incorporation or organization)
    
(IRS Employer Identification No.)

6100 North Western Avenue, Oklahoma City, Oklahoma
  
73118
(Address of principal executive offices)
  
(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class
to be registered
  
Name of exchange on which
each class is to be registered
6.775% Senior Notes due 2019 and guarantees thereof
  
New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

Securities Act registration statement file number to which this form relates (if applicable): 333-168509

Securities to be registered pursuant to Section 12(g) of the Act:  None

*Includes subsidiaries of Chesapeake Energy Corporation identified on the following pages.

 
 
 
 

 
 
 
Chesapeake Energy Louisiana Corporation
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
73-1524569
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
Chesapeake Energy Marketing, Inc.
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
73-1439175
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
Chesapeake E&P Holding Corporation
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
27-4485832
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
Chesapeake NG Ventures Corporation
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
45-2354177
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
 Chesapeake Operating, Inc.
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
73-1343196
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
CHK Holdings Corporation
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
41-2050649
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
Winter Moon Energy Corporation
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
26-1939483
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
Chesapeake AEZ Exploration, L.L.C.
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
27-2151081
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
Chesapeake Appalachia, L.L.C.
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
20-3774650
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
Chesapeake-Clements Acquisition, L.L.C.
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
20-8716794
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
Chesapeake Exploration, L.L.C.
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
71-0934234
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
Chesapeake Land Development Company, L.L.C.
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
20-2099392
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
Chesapeake Plaza, L.L.C.
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
26-2692888
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
Chesapeake Royalty, L.L.C.
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
73-1549744
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
Chesapeake VRT, L.L.C.
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
20-8380083
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
EMLP, L.L.C.
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
27-0581428
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
Empress, L.L.C.
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
26-2809898
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
Gothic Production, L.L.C.
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
73-1539475
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
MC Louisiana Minerals, L.L.C.
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
26-3057487
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
MC Mineral Company, L.L.C.
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
61-1448831
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
MidCon Compression, L.L.C.
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
20-0299525
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
MKR Holdings, L.L.C.
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
26-4272581
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
Northern Michigan Exploration Company, L.L.C.
(Exact name of registrant as specified in its charter)
 
   
Michigan
27-2462483
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
Ventura, LLC
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
20-4181817
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
Chesapeake Louisiana, L.P.
(Exact name of registrant as specified in its charter)
 
   
Oklahoma
73-1519126
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

 
 
Empress Louisiana Properties, L.P.
(Exact name of registrant as specified in its charter)
 
   
Texas
20-1993109
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
   

 
 
 
 
 
Item 1.                      Description of Registrant’s Securities to be Registered.

The securities to be registered consist of 6.775% Senior Notes due 2019 (the “Notes”) issued by Chesapeake Energy Corporation (the “Company”), and the full and unconditional guarantee of the Notes by certain subsidiaries of the Company.  The description of the Notes and related guarantees under the caption “Description of Chesapeake Debt Securities” in the Company’s prospectus filed as part of its registration statement on Form S-3 (No. 333-168509) with the SEC on August 3, 2010 (the “Registration Statement”) and under the caption “Description of Notes” in the Company’s prospectus supplement filed with the SEC on February 14, 2012 pursuant to Rule 424(b) of the Securities Act of 1933, as amended, are incorporated by reference herein.
 
Item 2.                      Exhibits.


Exhibit No.
  
                                          Document Description
  
       
4.1
  
Indenture, dated as of August 2, 2010, by and among the Company, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement).
  
       
4.2
  
Ninth Supplemental Indenture, dated as of February 16, 2012, by and among the Company, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A.
  
       
4.3
  
Form of 6.775% Senior Note due 2019 (included as Exhibit A to the Ninth Supplemental Indenture filed herewith as Exhibit 4.2).
  
       
       
 
 
 
 
 
SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
                              
Registrants:
 
CHESAPEAKE ENERGY CORPORATION,
 
By:
  /s/ JENNIFER M. GRIGSBY
 
Name: Jennifer M. Grigsby
 
Title: Senior Vice President, Treasurer and
 Corporate Secretary
 

CHESAPEAKE ENERGY LOUISIANA CORPORATION
CHESAPEAKE ENERGY MARKETING, INC.
CHESAPEAKE E&P HOLDING CORPORATION
CHESAPEAKE NG VENTURES CORPORATION
CHESAPEAKE OPERATING, INC.
CHK HOLDINGS CORPORATION
WINTER MOON ENERGY CORPORATION
CHESAPEAKE AEZ EXPLORATION, L.L.C.
CHESAPEAKE APPALACHIA, L.L.C.
CHESAPEAKE-CLEMENTS ACQUISITION, L.L.C.
CHESAPEAKE EXPLORATION, L.L.C.
CHESAPEAKE LAND DEVELOPMENT COMPANY, L.L.C.
CHESAPEAKE PLAZA, L.L.C.
CHESAPEAKE ROYALTY, L.L.C.
CHESAPEAKE VRT, L.L.C.
EMLP, L.L.C.
EMPRESS, L.L.C.
GOTHIC PRODUCTION, L.L.C.
MC LOUISIANA MINERALS, L.L.C.
MC MINERAL COMPANY, L.L.C.
MIDCON COMPRESSION, L.L.C.
MKR HOLDINGS, L.L.C.
NORTHERN MICHIGAN EXPLORATION COMPANY, L.L.C.
VENTURA, LLC
CHESAPEAKE LOUISIANA, L.P.
By:  Chesapeake Operating, Inc., its General Partner
EMPRESS LOUISIANA PROPERTIES, L.P.
By:  EMLP, L.L.C., its General Partner
 
For each of the above:
 
 
By: /s/ JENNIFER M. GRIGSBY
 
Name: Jennifer M. Grigsby
 
Title: Senior Vice President, Treasurer and Corporate Secretary

Date:  February 24, 2012
 
 
 
 
 
EXHIBIT INDEX


Exhibit No.
  
                                          Document Description
  
       
4.1
  
Indenture, dated as of August 2, 2010, by and among the Company, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement).
  
       
4.2
  
Ninth Supplemental Indenture, dated as of February 16, 2012, by and among the Company, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A.
  
       
4.3
  
Form of 6.775% Senior Note due 2019 (included as Exhibit A to the Ninth Supplemental Indenture filed herewith as Exhibit 4.2).