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Filed by: Chesapeake Energy
Corporation
Pursuant to Rule 425 of the
Securities Act of 1933, as amended
Subject Company: Gothic Energy
Corporation
Commission File No.: 0-19753
Chesapeake Energy Corporation and Gothic Energy Corporation plan to file a
preliminary and definitive prospectus/proxy statement and other relevant
documents concerning the proposed transaction referenced in the foregoing
information with the Securities and Exchange Commission. We urge investors to
carefully read the definitive prospectus/proxy statement, and any other relevant
documents filed with the SEC, because they will contain important information.
The prospectus/proxy statement will be sent to stockholders of Gothic Energy
Corporation seeking their approval of the proposed transaction. Investors may
obtain free of charge a copy of the definitive prospectus/proxy (when it is
available) and other documents filed by Chesapeake Energy Corporation and Gothic
Energy Corporation with the SEC at the SEC's web site, www.sec.gov. In addition,
documents filed with the SEC by Chesapeake Energy Corporation will be available
free of charge upon written request to Chesapeake Energy Corporation, 6100 North
Western Avenue, Oklahoma City, Oklahoma 73118, Attention: Marcus C. Rowland or
call us at (405) 848-8000. Documents filed with the SEC by Gothic Energy
Corporation will be available free of charge from Gothic Energy Corporation,
6120 South Yale Avenue, Suite 1200, Tulsa, Oklahoma 74136.
On June 30, 2000 Chesapeake Energy Corporation and Gothic Energy Corporation
issued the following press release:
CHK CONTACT: MARC ROWLAND,
CHIEF FINANCIAL OFFICER
(405) 879-9232
GOTHIC CONTACT: STEVE ENSZ
CHIEF FINANCIAL OFFICER
(918) 477-8010
CHESAPEAKE ENERGY CORPORATION REACHES AGREEMENT
TO ACQUIRE GOTHIC ENERGY CORPORATION
TRANSACTION TO BE SIGNIFICANTLY ACCRETIVE TO CHESAPEAKE'S
EBITDA, CASH FLOW AND EARNINGS UPON CLOSING;
310 BCFE ACQUIRED FOR $1.05 PER MCFE
CREATES 10TH LARGEST INDEPENDENT NATURAL GAS PRODUCER IN U.S.
OKLAHOMA CITY and TULSA, OKLAHOMA, JUNE 30, 2000 - Chesapeake Energy Corporation
(NYSE: CHK) and Gothic Energy Corporation (OTCBB: GOTH) have today jointly
announced that Chesapeake has agreed to acquire Gothic Energy Corporation's
common stock in exchange for 4.0 million shares of Chesapeake's common stock.
Upon close of the transaction, Gothic's shareholders will own approximately 2.7%
of Chesapeake's common stock. In addition, Chesapeake has recently purchased in
a series of private transactions 96% of Gothic's $104 million of 14.125% Senior
Discount Notes for consideration of $77 million, comprised of $22 million in
cash and $55 million in Chesapeake common stock (approximately 7.8 million
shares at Chesapeake's current stock price).
Including Gothic's $235 million of Senior Secured Notes, the total acquisition
cost to Chesapeake will be approximately $345 million. This values Gothic's 310
billion cubic of natural gas equivalent (bcfe) of proved reserves at $1.05 per
mcfe after allocation of $20 million of the purchase price to Gothic's leasehold
inventory, 3-D seismic inventory, lease operating telemetry system and other
assets. Gothic's proved reserves are 96% natural gas, 78% proved developed, have
an average lifting cost of less than $0.20 per mcfe, are located exclusively in
Chesapeake's core Mid-Continent operating area and are unhedged after October
2000. Based on current production rates of 80,000
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thousand cubic feet of natural gas equivalent (mcfe) per day (or 30 bcfe per
year), Gothic has an 11 year reserves-to-production index.
The transaction will increase Chesapeake's current proved reserves by 25% to
approximately 1,600 bcfe and its current daily production by 22% to 450,000
mcfe. Chesapeake also expects to realize $10 million per year of administrative
and operational efficiencies and $15 million in non-cash interest savings by
retiring Gothic's $104 million of 14.125% Senior Discount Notes.
MANAGEMENT COMMENTS
Aubrey K. McClendon, Chesapeake's Chairman and Chief Executive Officer
commented, "We are very pleased to announce this agreement to acquire Gothic
Energy Corporation. This acquisition fits perfectly with Chesapeake's business
strategy of creating value by acquiring and developing low-cost, long-lived
natural gas assets onshore in North America, with a principal focus in the
Mid-Continent, while at the same time steadily improving our balance sheet.
Predominantly all of Gothic's assets were once owned by Amoco Corporation and
are among the highest quality gas assets in the U.S. These properties are
characterized by very low operating costs, long reserve lives, abundant upside
opportunities and are 96% natural gas.
The transaction will be accretive to Chesapeake, increasing projected 2001
ebitda by 24%, projected 2001 cash flow by 23% and projected 2001 net income by
23%. Considering other announced transactions in the industry, we believe
Chesapeake will now be the 10th largest independent producer of natural gas in
the U.S. In addition, including the impact of this transaction, projected excess
cash flow and the retirement of $170 million of Chesapeake's outstanding
preferred stock (including accrued dividends) to date, we anticipate 400 bcfe of
proved reserves additions during the year with no net increase in fixed
obligations. This will result in a significant de-leveraging of our balance
sheet. Given projected natural gas prices, further balance sheet improvement
should occur in 2001 as we continue to grow our asset base and reduce our
liabilities."
Michael K. Paulk, Gothic's Chief Executive Officer, commented, "We are also very
pleased to enter into this transaction. It is obvious that an acquisition of our
assets by Chesapeake made sense strategically, operationally and financially.
The acquisition will result in a significant premium for our shareholders, will
enable our bondholders to realize a full return on their investment and helps
solidify Chesapeake's position as one of the top three producers of natural gas
in the Mid-Continent. Chesapeake's asset base completely overlaps Gothic's and
there will be substantial operational and exploration efficiencies resulting
from this combination. In addition, Chesapeake will now be the largest owner in
two of Oklahoma's most prolific gas fields, Watonga-Chickasha and Cement, and
together with its existing large ownership position in Bradley, the Golden Trend
and Knox, Chesapeake will have built the premier exploration platform in the
Mid-Continent.
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Gothic's previously announced plan of restructuring, which contemplated the
redemption of Chesapeake's holdings of Gothic's preferred and common stock for
oil and gas properties and other considerations, the exchange of the $104
million Senior Discount Note issue for 94% of Gothic's equity and an equity
rights offering of $15 million, has been terminated in anticipation of this
transaction."
TERMS AND CONDITIONS
Although the agreement to purchase Gothic is subject to the completion of
definitive documentation, normal regulatory approvals and a Gothic shareholder
vote, both Boards of Directors have unanimously approved the transaction. Gothic
plans to hold a special shareholders' meeting as soon as possible following
completion of the SEC's review of the S-4 proxy statement, which Chesapeake
anticipates filing in the next few weeks. Completion of the transaction is
expected by year-end 2000.
Gothic presently has 18.6 million common shares outstanding, plus employee and
director options of 4.4 million shares. Of the outstanding shares, Chesapeake
owns 2.4 million shares and will not participate in the exchange for the 4.0
million Chesapeake common shares to be received by Gothic's other shareholders.
Gothic's management and directors have agreed to vote in favor of the agreement.
Chesapeake will record the transaction using purchase accounting. In addition,
Gothic has agreed to provide Chesapeake with a $10 million break-up fee in the
event the transaction is not completed. Bear, Stearns & Co. Inc. advised
Chesapeake and CIBC World Markets advised Gothic.
CONFERENCE CALL INFORMATION
Chesapeake's management invites your participation in a conference call next
Wednesday morning, July 5 at 9:00 am EDT. You may participate by dialing
913-981-5519. You may also participate over the Internet by visiting our home
page at chkenergy.com and clicking on the link under Shareholder Information or
by going directly to Vcall.com. In addition, a replay of the call will be
available by dialing 719-457-0820 through July 12 at 4:00 pm EDT. The passcode
for the replay is 532606.
The information in this release includes certain forward-looking statements that
are based on assumptions that in the future may prove not to have been accurate.
Those statements, and Chesapeake Energy Corporation's business and prospects,
are subject to a number of risks, including production variances from
expectations, uncertainties about estimates of reserves, volatility of oil and
gas prices, the need to develop and replace reserves, the substantial capital
expenditures required to fund operations, environmental risks, drilling and
operating risks, risks related to exploratory and developmental drilling,
competition, government regulation, and the ability of the company to implement
its business strategy. These and other risks are described in the company's
documents and reports that are available from the United States Securities and
Exchange Commission, including the report filed on Form 10-K for the year ended
December 31, 1999 and the report filed on Form 10-Q for the quarter ended March
31, 2000.
Chesapeake Energy Corporation is one of the largest independent natural gas
producers in the U.S. Headquartered in Oklahoma City, the company's operations
are focused on developmental drilling and property acquisitions in the
Mid-Continent region of the United States. The company's Internet address is
www.chkenergy.com.
