Obligation Chesapeake Energy Inc. 6.125% ( US165167CG00 ) en USD

Chesapeake Energy Inc.

100 % ▲

Etats-unis

US165167CG00 ( en USD )

6.125% par an ( paiement semestriel )

14/02/2021 - Obligation échue

Prospectus brochure de l'obligation Chesapeake Energy Corp US165167CG00 en USD 6.125%, échue

1 000 USD

550 389 000 USD

165167CG0

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 US165167CG00 émise par Chesapeake Energy Corp aux États-Unis, d'une valeur nominale totale de 550 389 000 USD, avec un taux d'intérêt de 6,125%, échéant le 14/02/2021, et négociée par tranche de 1 000 USD, a atteint sa maturité et a été intégralement remboursée à 100% de sa valeur nominale.

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

Amount
Title of each Class of
to be
Amount of
Securities to be Offered
Registered
Offering Price
Registration Fee (1)
Senior Notes
$1,000,000,000
$1,000,000,000
$116,100

(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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PROSPECTUS SUPPLEMENT
(To Prospectus dated August 3, 2010)

$1,000,000,000

6.125% Senior Notes due 2021

We are offering $1.0 billion of our 6.125% Senior Notes due 2021. We will pay interest on the notes semiannually in arrears on each February 15 and August 15,
beginning on August 15, 2011, to the holders of record at the close of business on the preceding February 1 and August 1, respectively. The notes will mature on
February 15, 2021. 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 obligations under 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 revolving bank credit facility described herein.

We may redeem some or all of the 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. For a discussion of certain of these risks, please read the discussion of material risks described in
"Risk Factors " beginning on page S-12.

PRICE 100% AND ACCRUED INTEREST, IF ANY

Underwriting
Proceeds to

Price to Public(1)
Discount

Chesapeake Energy(1)
Per Note

100%

2.275%

97.725%
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Total

$1,000,000,000
$22,750,000
$977,250,000

(1)
Before expenses and plus any accrued interest from February 11, 2011.

The underwriters expect to deliver the notes to investors on or about February 11, 2011, 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

MORGAN STANLEY
WELLS FARGO SECURITIES

February 8, 2011

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Table of Contents

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

PROSPECTUS

NOTICE TO INVESTORS

i
ABOUT THIS PROSPECTUS

1
SUMMARY

S-1
ABOUT US

1
THE OFFERING

S-5
FORWARD-LOOKING STATEMENTS

2
RISK FACTORS

S-12
WHERE YOU CAN FIND MORE INFORMATION

3
USE OF PROCEEDS

S-22
USE OF PROCEEDS

4
CAPITALIZATION

S-23
RATIO OF EARNINGS TO FIXED CHARGES

4
DESCRIPTION OF NOTES

S-24
DESCRIPTION OF CHESAPEAKE DEBT SECURITIES

4
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS

S-28
LEGAL MATTERS

23
CERTAIN MATERIAL UNITED STATES FEDERAL TAX
EXPERTS

23
CONSIDERATIONS

S-30
UNDERWRITING (CONFLICTS OF INTEREST)

S-34
WHERE YOU CAN FIND MORE INFORMATION

S-39
FORWARD-LOOKING STATEMENTS

S-41
LEGAL MATTERS

S-42
EXPERTS

S-42

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 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
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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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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. In
addition, certain statements include forward-looking information that involves risks and uncertainties. See "Forward-Looking Statements."

Chesapeake

We are the second largest producer of natural gas and a top 20 producer of oil and natural gas liquids in the U.S. We own interests in approximately 45,800
producing natural gas and oil wells that are currently producing approximately 3.0 billion cubic feet equivalent, or bcfe, per day, 87% 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 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, the Eagle Ford Shale in South
Texas, the Granite Wash in western Oklahoma and the Texas Panhandle regions and the Niobrara Shale and Frontier Sand plays in the Denver-Julesburg (DJ) and
Powder River Basins of Wyoming and Colorado. We also have holdings in other liquids-rich 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 recently announced that we have decided
to sell our Fayetteville Shale assets as part of our strategic and financial plan for 2011 and 2012, and we have entered into a cooperation agreement for the joint
development of our Niobrara Shale acreage. Please see "--Recent Developments." Additionally, we have vertically integrated our operations and own substantial
midstream, compression, drilling and oilfield service assets.

In 2010, we announced 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.
This transition is already apparent in the mix of natural gas and oil and natural gas liquids wells we are drilling. In 2010, approximately 32% of our drilling and
completion capital expenditures were allocated to liquids-rich plays, compared to 10% in 2009, and we are projecting that these expenditures will reach 70% in 2012.
Our production of oil and natural gas liquids has been increasing as we develop our new unconventional oil plays. In particular, we have been developing the Granite
Wash, Tonkawa, Cleveland and Mississippian plays of the Anadarko Basin, the Avalon, Bone Spring and Wolfcamp plays of the Permian Basin, the Eagle Ford Shale
in South Texas and the Niobrara Shale in Wyoming and Colorado. As of September 30, 2010, the company owned approximately 3.1 million net leasehold acres in
unconventional liquids-rich plays.

We began 2010 with estimated proved reserves of 14.254 trillion cubic feet equivalent, or tcfe, and ended the third quarter of 2010 with 16.223 tcfe, an increase
of 1.969 tcfe, or approximately 14%. During the nine months ended September 30, 2010, we replaced 767 bcfe of production with an internally estimated 2.736 tcfe
of new proved reserves, for a reserve replacement rate of 357%. Proved reserve movement in the first nine months of 2010 included 3.355 tcfe of extensions, 611 bcfe
of positive performance revisions and 219 bcfe of positive revisions resulting from an increase in the twelve-month trailing average natural gas and oil prices between
December 31, 2009 and September 30, 2010. During the first nine months of 2010, we acquired 50 bcfe of estimated proved reserves and divested 1.499 tcfe of
estimated proved reserves.

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During the nine months ended September 30, 2010, we continued the industry's most active drilling program, drilling 1,041 gross operated wells (676 net wells
with an average working interest of 65%) and participating in another 911 gross wells operated by other companies (118 net wells with an average working interest of
13%). The company's drilling success rate was 99% for company-operated wells and 98% for non-operated wells. During the same period, we invested $3.308 billion
in operated wells (using an average of 127 operated rigs) and $545 million in non-operated wells (using an average of 111 non-operated rigs) for total drilling,
completing and equipping costs of $3.853 billion (net of carries).

Our total production for the nine months ended September 30, 2010 was 766.6 bcfe, comprised of 689.6 billion cubic feet, or bcf, of natural gas (90% on a
natural gas equivalent basis) and 12.8 million barrels, or mmbbls, of oil and natural gas liquids (10% on a natural gas equivalent basis). Daily production during the
nine months ended September 30, 2010 averaged 2.808 bcfe, an increase of 373 million cubic feet equivalent, or mmcfe, or approximately 15%, over the 2.435 bcfe
produced per day during the nine months ended September 30, 2009.

Since 2000, we have built the largest combined inventories of onshore leasehold (13.8 million net acres as of September 30, 2010) and 3-D seismic (27.4
million acres as of September 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 September 30, 2010).
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 Niobrara Shale. We are
currently using 154 operated drilling rigs to further develop our inventory of approximately 40,000 net drill sites.

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

Update to Our Strategic and Financial Plan for 2011 and 2012

Fayetteville Shale, Frac Tech Holdings, LLC and Chaparral Energy, Inc. Asset Sales

We recently announced that we have commenced efforts to sell all of our Fayetteville Shale assets and our equity investments in Frac Tech Holdings, LLC and
Chaparral Energy, Inc. We plan to use a portion of the net proceeds from these sales and our Niobrara project cooperation agreement discussed below to retire
approximately $2.0 billion to $3.0 billion of our shorter-dated outstanding senior notes and to reduce borrowings under our corporate revolving bank credit facility.
The amount of senior notes retired will depend in part on our ability to acquire such notes in the market or through tender offers. We are seeking to complete these
sales during the first half of 2011.

We own approximately 487,000 net acres of leasehold in the Fayetteville Shale and our current net natural gas production there is approximately 415 mmcfe
per day, or approximately 13.8% of our total daily production, and our total net production there was 136.8 bcfe for the twelve-month period ended December 31,
2010, or approximately 13% of our total net production during that period. Estimated proved reserves attributable to the Fayetteville Shale were 2.4 tcfe, or
approximately 14% of our total proved reserves, as of December 31, 2010. We own a 25.8% equity interest in Frac Tech Holdings, LLC and a 20% equity interest in
Chaparral Energy, Inc.

Each of these asset sales is subject to changes in market conditions and other factors, and there can be no assurance that we will complete these transactions on
a timely basis or at all.

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Niobrara Project Cooperation Agreement

In January 2011, we entered into an agreement with CNOOC International Limited, a wholly-owned subsidiary of CNOOC Limited, under which it will
purchase a 33.3% undivided interest in our 800,000 net natural gas and oil leasehold acres in the DJ and Powder River Basins in northeast Colorado and southeast
Wyoming. The consideration for the transaction will be $570 million in cash at closing. In addition, CNOOC has agreed to fund 66.7% of our share of drilling and
completion costs until an additional $697 million has been paid, which we expect to occur by year-end 2014. Closing of the transaction, which is subject to customary
conditions, is anticipated in the first quarter of 2011.

25/25 Plan

In January 2011 we updated our strategic and financial plan originally announced in May 2010 with our "25/25 Plan." The 25/25 Plan details our intention to
reduce our outstanding long-term indebtedness by 25% by the end of 2012 and to reduce our planned two-year net production growth rate to 25% from the previous
target of 30% to 40%. The reduction in our projected production growth rate is the result of asset divestitures that we plan to execute during that period, including our
Fayetteville Shale asset divestiture described above. We plan to fund the debt reduction primarily with proceeds from asset sales.

Asset Sale to Chesapeake Midstream Partners, L.P.

In December 2010, we sold our Springridge natural gas gathering system and related facilities in the Haynesville Shale to our affiliate Chesapeake Midstream
Partners, L.P. ("CHKM") for cash consideration of $500 million. In connection with this transaction, we entered into a ten-year natural gas gathering agreement with
CHKM covering Haynesville and Bossier Shale production.

Eagle Ford Project Cooperation Agreement

In November 2010, we closed a project cooperation agreement with CNOOC, under which it purchased a 33.3% undivided interest in our 600,000 net natural
gas and oil leasehold acres in the Eagle Ford Shale play in South Texas. The consideration for the transaction was $1.12 billion in cash. In addition, CNOOC has
agreed to fund 75% of our share of drilling and completion costs up to $1.08 billion, which we expect to occur by year-end 2012.

Amended and Restated Corporate Revolving Bank Credit Facility

In December 2010, we amended and restated our corporate revolving bank credit facility to, among other things, increase the aggregate borrowing
commitments thereunder from $3.5 billion to $4.0 billion and to extend the maturity to December 2015. For a more detailed description of our corporate revolving
bank credit facility, please read "Description of Certain Other Indebtedness--Corporate Revolving Bank Credit Facility. "

Operational Results

On January 6, 2011, we announced the following preliminary operational information related to the 2010 fourth quarter and full year:

·
average daily production for the 2010 fourth quarter of 2.9 bcfe, a decrease of 4% below the 3.0 bcfe produced per day in the 2010 third quarter and an
increase of 11% over the 2.6 bcfe of daily production in the 2009 fourth quarter (2010 fourth quarter production would have increased 7% sequentially

and 25% year over year excluding the sale of future production through a volumetric production payment covering a portion of our Barnett Shale assets,
including approximately 350 mmcfe per day of production in the 2010 fourth quarter);

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·
average daily production for the 2010 fourth quarter consisted of 2.6 bcf of natural gas (88% on a natural gas equivalent basis) and approximately 59,500

barrels of oil and natural gas liquids (12% on a natural gas equivalent basis), which represented year-over-year growth rates of 5% for natural gas
production and 100% for oil and natural gas liquids production;

·
average daily production for the 2010 full year of 2.8 bcfe, an increase of 14% over the 2.5 bcfe of daily production for the 2009 full year; and

·
year-end 2010 estimated proved reserves of approximately 16.9 tcfe, an increase of approximately 2.6 tcfe, or 18%, over year-end 2009 estimated

proved reserves of 14.3 tcfe, which growth occurred despite net divestitures of approximately 1.4 tcfe of proved reserves during 2010.

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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
$1.0 billion in aggregate principal amount of our 6.125% Senior Notes due 2021.

Maturity Date
February 15, 2021.

Interest
Interest on the notes will accrue at an annual rate of 6.125%. Interest will be paid semi-annually in
arrears on February 15 and August 15 of each year, commencing August 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 September 30, 2010, the total assets and total liabilities of our non-guarantor subsidiaries were
approximately $2.635 billion and $2.514 billion, respectively. For the nine-month period ended
September 30, 2010, our non-guarantor subsidiaries generated $179 million and $89 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 revolving bank credit facility. See "Description of
Notes--Ranking."

As of September 30, 2010, we had approximately $12.209 billion in principal amount of senior

indebtedness outstanding, $2.487 billion of which was secured. After giving effect to the transactions
described in "Capitalization," including the completion of this offering and the

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