Obligation Chesapeake Energy Inc. 6.625% ( US165167CF27 ) en USD

Chesapeake Energy Inc.

100 % ▲

Etats-unis

US165167CF27 ( en USD )

6.625% par an ( paiement semestriel )

14/08/2020 - Obligation échue

Prospectus brochure de l'obligation Chesapeake Energy Corp US165167CF27 en USD 6.625%, échue

1 000 USD

572 621 000 USD

165167CF2

N/A

Chesapeake Energy Corp. est une société américaine d'exploration et de production de pétrole et de gaz naturel, principalement active dans les bassins de la partie continentale des États-Unis.

L'Obligation émise par Chesapeake Energy Inc. ( Etats-unis ) , en USD, avec le code ISIN US165167CF27, paye un coupon de 6.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/08/2020

Definitive Final Prospectus Supplement
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424B2 1 d424b2.htm DEFINITIVE FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-168509
CALCULATION OF REGISTRATION FEE

Amount
Amount of
Title of each Class of
to be
Registration
Securities to be Offered
Registered
Offering Price

Fee (1)
Senior Notes
$2,000,000,000 $2,000,000,000
$142,600

(1)
The registration fee, calculated in accordance with Rule 457(r), is being transmitted to the SEC on a deferred basis
pursuant to Rule 456(b).
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Table of Contents

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 3, 2010

$600,000,000 6.875% Senior Notes due 2018
$1,400,000,000 6.625% Senior Notes due 2020

We are offering $2.0 billion in aggregate principal amount of our Senior Notes, consisting of $600,000,000 of
our 6.875% Senior Notes due 2018 and $1,400,000,000 of our 6.625% Senior Notes due 2020 (together, the
"notes"). We will pay interest on the notes semiannually in arrears on each February 15 and August 15, beginning
on February 15, 2011, to the holders of record at the close of business on the preceding February 1
and August 1, respectively. The 2018 notes will mature on August 15, 2018 and the 2020 notes will mature on
August 15, 2020. The notes will be guaranteed on a senior unsecured basis by each of our existing subsidiaries,
(other than the Chesapeake Midstream Companies, which are more fully described herein, and certain de minimis
subsidiaries) and certain of our future subsidiaries, subject to our right, more fully described herein, to obtain the
release of such guarantees under certain circumstances. The notes will be senior unsecured obligations of
Chesapeake and will rank equally in right of payment with all of Chesapeake's existing and future senior debt and
senior to any subordinated debt that it may incur. The notes will be effectively subordinated to the existing and
future secured debt and other secured obligations of Chesapeake and the subsidiary guarantors, including debt
under our corporate revolving bank credit facility and our multi-counterparty secured hedging facility, to the extent
of the value of the assets securing amounts outstanding under such facilities. The notes will also be effectively
subordinated to the debt of any non-guarantor subsidiaries, including the obligations of the Chesapeake
Midstream Companies under the midstream credit facility described herein.
The 2018 notes and the 2020 notes will be treated as separate series of debt securities under the same
indenture. We may redeem some or all of the 2018 notes at any time on or after August 15, 2013 at the
redemption prices listed in this prospectus supplement under "Description of Notes--Optional Redemption," plus
accrued and unpaid interest, if any, to the date of redemption. In addition, we may redeem some or all of either
series of notes at any time at a redemption price equal to 100% of the principal amount of the notes plus a "make-
whole" premium, plus accrued and unpaid interest, if any, to the date of redemption, described in this prospectus
supplement under "Description of Notes--Optional Redemption." If we or certain of our subsidiaries enter into
certain sale-leaseback transactions and do not reinvest the proceeds or repay certain senior debt, we must offer
to repurchase the notes.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-11.

Price to
Underwriting
Proceeds to

Public(1)
Discounts

Chesapeake Energy(1)
Per 2018 Note

100%
1.625%
98.375%
Total

$600,000,000
$9,750,000
$590,250,000
Per 2020 Note

100%
1.625%
98.375%
Total

$1,400,000,000
$22,750,000
$1,377,250,000
(1) Before expenses and plus any accrued interest from August 17, 2010.
The underwriters expect to deliver the notes to investors on or about August 17, 2010, in book-entry form
through the facilities of The Depository Trust Company.
Neither the Securities and Exchange Commission nor any state securities commission has approved
or disapproved of these securities or determined if this prospectus supplement or the attached
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Joint Book-Running Managers

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Credit Suisse
BofA Merrill Lynch

Barclays Capital

Morgan Stanley

Wells Fargo Securities
Senior Co-Managers

BNP PARIBAS

Citi
Credit Agricole CIB
Deutsche Bank Securities

Goldman, Sachs & Co.
RBS
SunTrust Robinson Humphrey

UBS Investment Bank
Co-Managers

BBVA Securities

BMO Capital Markets
BOSC, Inc.
Capital One Southcoast

Comerica Securities
Macquarie Capital
Mitsubishi UFJ Securities

Natixis Bleichroeder Inc.
PNC Capital Markets LLC
RBC Capital Markets

Scotia Capital
TD Securities

US Bancorp
The date of this prospectus supplement is August 9, 2010.
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Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
NOTICE TO INVESTORS
S-i
SUMMARY
S-1
THE OFFERING
S-4
RISK FACTORS
S-11
USE OF PROCEEDS
S-22
CAPITALIZATION
S-23
DESCRIPTION OF NOTES
S-25
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS
S-30

Page
CERTAIN MATERIAL UNITED STATES FEDERAL TAX CONSIDERATIONS
S-33
UNDERWRITING (CONFLICTS OF INTEREST)
S-37
WHERE YOU CAN FIND MORE INFORMATION
S-42
FORWARD-LOOKING STATEMENTS
S-43
LEGAL MATTERS
S-44
EXPERTS
S-44

PROSPECTUS

Page
ABOUT THIS PROSPECTUS
1
ABOUT US
1
FORWARD-LOOKING STATEMENTS
2
WHERE YOU CAN FIND MORE INFORMATION
3
USE OF PROCEEDS
4

Page
RATIO OF EARNINGS TO FIXED CHARGES
4
DESCRIPTION OF CHESAPEAKE DEBT SECURITIES
4
LEGAL MATTERS
23
EXPERTS
23

You should rely only on the information contained in or incorporated by reference in this prospectus supplement,
the accompanying prospectus or any free writing prospectus that we may provide to you. We have not authorized
anyone to provide you with different or additional information. Further, you should not assume that the information
contained in or incorporated by reference in this prospectus supplement or the accompanying prospectus is accurate
as of any date other than the dates of this prospectus supplement or the accompanying prospectus or that any
information we have incorporated by reference is accurate as of any date other than the date of the document
incorporated by reference.
This document is in two parts. The first part is this prospectus supplement, which describes the terms of this
offering of notes and certain terms of the notes and the guarantees. The second part is the accompanying prospectus,
which gives more general information. If the information varies between this prospectus supplement and the
accompanying prospectus, you should rely on the information in this prospectus supplement.
NOTICE TO INVESTORS
This prospectus supplement and the accompanying prospectus do not offer to sell or ask for offers to buy any of
the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to
any person who can not legally be offered the securities.
In making an investment decision, prospective investors must rely on their own examination of the company and
the terms of the offering, including the merits and risks involved. Prospective investors should not construe anything
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in this prospectus supplement and the accompanying prospectus as legal, business or tax advice. Each
prospective investor should consult its own advisors as needed to make its investment decision and to determine
whether it is legally permitted to purchase the securities under applicable legal investment, or similar laws or
regulations.
This prospectus supplement and the accompanying prospectus contain summaries believed to be accurate with
respect to certain documents, but reference is made to the actual documents for complete information. All such
summaries are qualified in their entirety by such reference. Copies of documents referred to herein will be made
available to prospective investors upon request to us.

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Table of Contents
SUMMARY
This summary highlights selected information from this prospectus supplement and the accompanying prospectus
but may not contain all information that may be important to you and is qualified in its entirety by the more detailed
information included or incorporated by reference into this prospectus supplement or the accompanying prospectus.
This prospectus supplement and the accompanying prospectus include specific terms of this offering, information about
our business and financial data. We encourage you to read this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference herein and therein in their entirety, including the information set forth
under the heading "Risk Factors" in this prospectus supplement. before making an investment decision.
The terms "2018 notes" and "2020 notes" refer to the 6.875% Senior Notes due 2018 and the 6.625% Senior Notes
due 2020, respectively, issued by Chesapeake. The term "notes" refers to both series of notes collectively. In addition,
certain statements include forward-looking information that involves risks and uncertainties. See "Forward-Looking
Statements."
Chesapeake
We are one of the largest producers of natural gas in the United States. We own interests in approximately 44,400
producing natural gas and oil wells that are currently producing approximately 2.9 billion cubic feet equivalent, or bcfe,
per day, 89% of which is natural gas. Our strategy is focused on discovering and developing unconventional natural gas
and oil fields onshore in the U.S., primarily in our "Big 6" shale plays: the Barnett Shale in the Fort Worth Basin of
north-central Texas, the Haynesville and Bossier Shales in the Ark-La-Tex area of northwestern Louisiana and East
Texas, the Fayetteville Shale in the Arkoma Basin of central Arkansas, the Marcellus Shale in the northern Appalachian
Basin of West Virginia, Pennsylvania and New York and the Eagle Ford Shale in South Texas. We also have substantial
operations in the Granite Wash Plays of western Oklahoma and the Texas Panhandle regions as well as various other
plays, both conventional and unconventional, in the Mid-Continent, Appalachian Basin, Permian Basin, Delaware Basin,
South Texas, Texas Gulf Coast and Ark-La-Tex regions of the U.S. We have vertically integrated our operations and
own substantial midstream, compression, drilling and oilfield service assets.
We announced earlier this year that we are extending our strategy to apply the horizontal drilling expertise we have
gained in our natural gas plays to unconventional oil reservoirs. Our goal is to reach a balanced mix of natural gas and
liquids revenue as quickly as possible through organic drilling, rather than through acquisitions. The transition is already
apparent in the mix of natural gas and oil and natural gas liquids wells we are drilling. In 2010, we expect that
approximately 32% of our drilling and completion capital expenditures will be allocated to liquids plays, compared to
10% in 2009, and we are projecting that these expenditures will reach 55% in 2012. Our production of oil and natural gas
liquids has been increasing in 2010 as we develop our new unconventional oil plays, particularly in the Granite Wash
and the Eagle Ford Shale. We have built leasehold positions and established production in 12 disclosed and other
undisclosed liquids-rich plays. We now own approximately 2.4 million net leasehold acres in liquids-rich plays.
We began 2010 with estimated proved reserves of 14.254 trillion cubic feet equivalent, or tcfe, and ended the first
half of 2010 with 15.459 tcfe, an increase of 1.205 tcfe, or 8.5%. During the first half of 2010, we replaced 487 bcfe of
production with an internally estimated 1.692 tcfe of new proved reserves, for a reserve replacement rate of 348%.
Proved reserve movement in the first half of 2010 included 2.226 tcfe of extensions, 428 bcfe of positive performance
revisions and 121 bcfe of positive revisions resulting from an increase in the twelve-month trailing average natural gas
and oil prices between December 31, 2009 and June 30, 2010. During the first half of 2010, we acquired 35 bcfe of
estimated proved reserves and divested 1.118 tcfe of estimated proved reserves.

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During the first half of 2010, we continued the industry's most active drilling program, drilling 687 gross operated
wells (440 net wells with an average working interest of 64%) and participating in another 562 gross wells operated by
other companies (73 net wells with an average working interest of 13%). The company's drilling success rate was 99%
for both company-operated wells and non-operated wells. Also during the first half of 2010, we invested $2.003 billion
in operated wells (using an average of 122 operated rigs) and $303 million in non-operated wells (using an average of
108 non-operated rigs) for total drilling, completing and equipping costs of $2.306 billion (net of carries).
Our total production for the first half of 2010 was 486.6 bcfe, comprised of 436.8 bcf of natural gas (90% on a
natural gas equivalent basis) and 8.3 million barrels (mmbbls) of oil and natural gas liquids (10% on a natural gas
equivalent basis). Daily production for the first half of 2010 averaged 2.688 bcfe, an increase of 278 mmcfe, or 12%,
over the 2.410 bcfe produced per day in the first half of 2009.
Since 2000, we have built the largest combined inventories of onshore leasehold (13.9 million net acres as of June
30, 2010) and 3-D seismic (25.5 million acres as of June 30, 2010) in the U.S. and the largest inventory of U.S. natural
gas shale play leasehold (2.8 million net acres as of June 30, 2010), and we now own the largest inventory of leasehold
in two of the Top 3 new unconventional liquids-rich plays--the Eagle Ford Shale and the Niobara Shale. We are
currently using 133 operated drilling rigs to further develop our inventory of approximately 40,000 net drillsites.
We are an Oklahoma corporation. Our principal offices are located at 6100 North Western Avenue, Oklahoma City,
Oklahoma 73118, and our telephone number is 405-848-8000.
Recent Developments
Concurrent Tender Offers and Consent Solicitations
On August 3, 2010, we commenced tender offers to purchase for cash up to $1.5 billion in principal amount of three
series of our senior notes, consisting of up to $300 million in principal amount of our 7.00% Senior Notes due 2014 (the
"2014 Notes"), up to $600 million in principal amount of our 6.625% Senior Notes due 2016 (the "2016 Notes") and up
to $600 million in aggregate principal amount of our 6.25% Senior Notes due 2018 (the "Tender Offer 2018 Notes" and,
together with the 2014 Notes and the 2016 Notes, the "Tender Offer Notes"). In conjunction with the tender offers, we
are also soliciting from holders of the Tender Offer Notes consents to certain proposed amendments to the applicable
indentures to eliminate substantially all of the restrictive covenants and certain events of default and related provisions
contained in the indentures. The tender offers and consent solicitations expire at 12:00 midnight (New York City time)
on August 30, 2010, unless extended. Holders of the Tender Offer Notes who validly tender (and do not validly
withdraw) their notes and validly deliver (and do not validly revoke) their consents to the amendments described above
at or prior to 5:00 p.m. (New York City time) on August 16, 2010 (unless extended) will be eligible to receive the total
consideration being offered in the tender offers and consent solicitations, which is equal to $1,026.50 per $1,000
principal amount of the 2014 Notes, $1,036.25 per $1,000 principal amount of the 2016 Notes and $1,034.00 per $1,000
principal amount of the Tender Offer 2018 Notes, with respect to Tender Offer Notes accepted for purchase by us.
Holders of the Tender Offer Notes who validly tender (and do not validly withdraw) their notes after 5:00 p.m. (New
York City time) on August 16, 2010 (unless extended) but prior to the expiration date of the tender offers and consent
solicitations will receive $1,001.50 per $1,000 principal amount of the 2014 Notes, $1,011.25 per $1,000 principal
amount of the 2016 Notes and $1,009.00 per $1,000 principal amount of the Tender Offer 2018 Notes with respect to
Tender Offer Notes accepted for purchase by us. We will also pay accrued and unpaid interest on any Tender Offer
Notes tendered and accepted for purchase by us up to, but not including, the applicable settlement date.

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The tender offers are conditioned upon a number of customary conditions, including our raising at least $1.6 billion
in gross proceeds from this or a similar offering. The tender offers are being made on the terms and subject to the
conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated August 3, 2010 relating to the
tender offers. We are permitted, among other things, to amend or terminate the tender offers, and there is no assurance
that the tender offers will be consummated in accordance with their terms, or at all. This offering is not conditioned upon
the successful consummation of the tender offers.
The tender offers are part of our strategic and financial plan to increase shareholder value and reduce debt that we
announced on May 10, 2010. Upon the successful completion of the tender offers and redemptions described above, we
will have repaid all series of our outstanding senior notes that were issued under indentures containing our most
restrictive covenants.
Initial Public Offering of Chesapeake Midstream Partners, L.P.
On August 3, 2010, Chesapeake Midstream Partners, L.P. ("CHKM"), which we formed with Global Infrastructure
Partners ("GIP"), our midstream joint venture partner, to own, operate, develop and acquire midstream assets, completed
an initial public offering of 24,437,500 common units representing limited partner interests. In connection with the
closing of the offering, we and GIP contributed the interests of the midstream joint venture's operating subsidiary to
CHKM, and CHKM will continue the business that had been conducted by the midstream joint venture. Common units
owned by public security holders represent 17.7% of all outstanding limited partner interests, and we and GIP hold
42.3% and 40.0%, respectively, of all outstanding limited partner interests. The limited partners, collectively, have a
98% interest in CHKM, and the general partner, which is owned and controlled 50/50 by us and GIP, has a 2% interest in
CHKM. CHKM's common units are listed on the New York Stock Exchange and traded under the symbol "CHKM."

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Table of Contents
THE OFFERING
The summary below describes the principal terms of the notes. Some of the terms and conditions described below
are subject to important limitations and exceptions. The "Description of Notes" section of this prospectus supplement
contains a more detailed description of the terms and conditions of the notes.
Issuer
Chesapeake Energy Corporation.
Notes Offered
$2.0 billion in aggregate principal amount of our Senior Notes, consisting
of:
$600,000,000 in aggregate principal amount of 6.875% Senior Notes due
2018; and
$1,400,000,000 in aggregate principal amount of 6.625% Senior Notes due
2020.
The 2018 notes and the 2020 notes will be treated as separate series of debt
securities under the same indenture.
Maturity Date
August 15, 2018 for the 2018 notes.
August 15, 2020 for the 2020 notes.
Interest
Interest on the 2018 notes will accrue at an annual rate of 6.875% and
interest on the 2020 notes will accrue at an annual rate of 6.625%. Interest
will be paid semi-annually in arrears on February 15 and August 15 of
each year, commencing February 15, 2011.
Guarantees
The notes will be unconditionally guaranteed, jointly and severally, by
(i) each of our existing subsidiaries, other than Chesapeake Midstream
Development, L.P. and its subsidiaries and its general partner (the
"Chesapeake Midstream Companies") and certain de minimis subsidiaries,
and (ii) each of our future subsidiaries that guarantees any other
indebtedness of us or a subsidiary guarantor in excess of $25 million. The
guarantee will be released automatically if we dispose of the subsidiary
guarantor or it ceases to guarantee certain other indebtedness of us or any
other subsidiary guarantor. See "Description of Notes--Guarantees."
At June 30, 2010, the total assets and total liabilities of our non-guarantor
subsidiaries were approximately $2.44 billion and $2.38 billion,
respectively. For the six-month period ended June 30, 2010, our non-
guarantor subsidiaries generated $110 million and $33 million of our
revenues and net income (loss) attributable to Chesapeake, respectively.
Ranking
The notes will be unsecured and will rank equally in right of payment to
all of our existing and future senior indebtedness. The notes will rank
senior in right of payment to all of our future subordinated indebtedness.
The notes will be effectively subordinated to our and our guarantor
subsidiaries' existing and future secured debt and other secured
obligations, including under our corporate revolving bank credit facility
and our multi-counterparty secured hedging facility, to the extent of the
value of the assets securing amounts outstanding under such facilities. The
notes will also be effectively subordinated to the debt of any non-guarantor
subsidiaries, including the obligations of the Chesapeake Midstream
Companies under the midstream credit facility. See "Description of
Notes--Ranking."

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