Obligation Chesapeake Energy Inc. 8% ( US165167DE43 ) en USD

Chesapeake Energy Inc.

100 % ⇌

Etas-Unis

US165167DE43 ( en USD )

8% par an ( paiement semestriel )

14/03/2026

Prospectus brochure de l'obligation Chesapeake Energy Corp US165167DE43 en USD 8%, échéance 14/03/2026

2 000 USD

45 685 000 USD

165167DE4

N/A

15/03/2026 ( Dans 129 jours )

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. ( Etas-Unis ) , en USD, avec le code ISIN US165167DE43, paye un coupon de 8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2026

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424B3 1 a424b32020-01x24prospectus.htm 424B3
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-235888
PROSPECTUS
Chesapeake Energy Corporation
Offer to Exchange
$45,861,000 of 8.00% Senior Notes due 2026
that have been registered under the Securities Act of 1933
for
$45,861,000 of 8.00% Senior Notes due 2026
that have not been registered under the Securities Act of 1933

The exchange notes:

You should note that:
· will be freely tradable upon exchange;
· we will exchange all outstanding notes that are validly tendered
· will be issued under the same indenture as the outstanding notes;
and not validly withdrawn for an equal principal amount of the
and
exchange notes that we have registered under the Securities
· will have terms identical in all material respects to the terms of the
Act;
outstanding notes, except that (i) the transfer restrictions and
· all interest due and payable on the outstanding notes will
registration rights applicable to the outstanding notes do not apply
become due on the same terms under the exchange notes;
to the exchange notes and (ii) the exchange notes will not contain
· you may withdraw tenders of outstanding notes at any time prior
provisions relating to additional interest relating to our
to the expiration of the exchange offer;
registration obligations
· if you fail to tender your outstanding notes, you will continue to
hold unregistered, restricted securities, and your ability to
The exchange offer:
transfer them could be adversely affected;
· the outstanding notes may be exchanged for the exchange notes
· expires at 5:00 p.m., New York City time, on February 24, 2020,
only in minimum denominations of $2,000 and integral
unless extended; and
multiples of $1,000;
· is not conditioned upon any minimum aggregate principal amount
· the exchange of outstanding notes for exchange notes in the
of outstanding notes being tendered.
exchange offer will not be a taxable exchange for U.S. federal
income tax purposes; and
· we will not receive any proceeds from this exchange offer.
Please read "Risk Factors" beginning on page 13 for a discussion of factors you should consider before participating in the exchange offer.

Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer in exchange for outstanding notes that
were acquired by that broker-dealer as a result of market-making or other trading activities must acknowledge by way of the letter of transmittal
that it will deliver a prospectus (or, to the extent permitted by law, make available a prospectus) to purchasers in connection with any resale of the
exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by such a broker-dealer in connection
with resales of the notes received in the exchange offer. We have agreed to make this prospectus available to broker-dealers for use in connection
with any such resale for a period ending on March 4, 2020. See "Plan of Distribution."
YOU SHOULD READ THIS ENTIRE DOCUMENT AND THE ACCOMPANYING LETTER OF TRANSMITTAL
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AND RELATED DOCUMENTS AND ANY AMENDMENTS OR SUPPLEMENTS CAREFULLY BEFORE MAKING
YOUR DECISION TO PARTICIPATE IN THE EXCHANGE OFFER.

The date of this prospectus is January 24, 2020.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
1
WHERE YOU CAN FIND MORE INFORMATION
2
FORWARD-LOOKING STATEMENTS
3
SUMMARY
4
RISK FACTORS
13
USE OF PROCEEDS
19
EXCHANGE OFFER
20
DESCRIPTION OF THE NOTES
27
BOOK-ENTRY, DELIVERY AND FORM
47
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
50
PLAN OF DISTRIBUTION
52
LEGAL MATTERS
54
EXPERTS
54
ANNEX A - LETTER OF TRANSMITTAL
A-1
i
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed with the SEC. We have not authorized anyone to provide you with any information
or made any representation other than those contained in or incorporated by reference into this prospectus and in the letter of transmittal
accompanying this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others
may give you. We are not making any offer to sell or exchange these securities in any jurisdiction where the offer is not permitted. You should
assume that the information contained in this prospectus or in the documents incorporated by reference into this prospectus are accurate only as of
the date on the front cover of this prospectus or the date of such incorporated documents, as the case may be.

This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this
prospectus. This information is available without charge upon written or oral request directed to: Chesapeake Energy Corporation, 6100 North
Western Avenue, Oklahoma City, Oklahoma, 73118; Attention: Investor Relations; telephone number: (405) 848-8000. To obtain timely delivery,
you must request the information no later than February 14, 2020. The exhibits to the documents incorporated by reference will generally not be
made available unless they are specifically incorporated by reference in the documents.
1
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public
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over the internet at the SEC's website at www.sec.gov. We maintain a website at www.chk.com, where we post our SEC filings. The information
on, or accessible from, our website is not a part of this prospectus and is not incorporated by reference in this prospectus.
We incorporate by reference information into this prospectus, which means that we disclose important information to you by referring you to
another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and
information that we file later with the SEC will automatically update and supersede this information. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Unless this prospectus or the information
incorporated by reference herein indicates that another date applies, you should not assume that the information in this prospectus is current as of
any date other than the date of this prospectus or that any information we have incorporated by reference herein is accurate as of any date other than
the date of the document incorporated by reference.
We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act of 1934, as amended (the "Exchange Act") (excluding information furnished and not filed in accordance with SEC rules), on or
after the date of this prospectus and until the exchange offer described in this prospectus is completed or otherwise terminated. These reports
contain important information about us, our financial condition and our results of operations.
·
Our Annual Report on Form 10-K for the year ended December 31, 2018 and our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2019, June 30, 2019 and September 30, 2019; and
·
Our Current Reports on Form 8-K filed on January 4, 2019, February 1, 2019 (as amended on Form 8-K/A filed on March 5, 2019), April
5, 2019, April 24, 2019, May 9, 2019, May 17, 2019, September 10, 2019, September 19, 2019, November 13, 2019, November 15,
2019, December 4, 2019, December 13, 2019, December 26, 2019 and December 27, 2019 and the information included in Chesapeake's
Definitive Proxy Statement on Schedule 14A filed on April 5, 2019 to the extent incorporated by reference in Part III of Chesapeake's
Annual Report on Form 10-K for the year ended December 31, 2018.
You may request a copy of our filings, at no cost, by writing or telephoning us at the following address or phone number:
Chesapeake Energy Corporation
Attention: Investor Relations
6100 North Western Avenue
Oklahoma City, Oklahoma 73118
(405) 848-8000
THE INFORMATION CONTAINED IN OUR WEBSITE IS NOT INCORPORATED BY REFERENCE AND DOES NOT CONSTITUTE
A PART OF THE PROSPECTUS.
2
FORWARD-LOOKING STATEMENTS
This prospectus includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 (the "Exchange Act"). Forward-looking statements include our current expectations or forecasts of future events,
including matters relating to our ability to meet debt service requirements and capital efficiencies related to our acquisition of WildHorse Resource
Development Corporation ("WildHorse"). In this context, forward-looking statements often address our expected future business and financial
performance and financial condition, and often contain words such as "expect,", "could", "may", "anticipate," "intend," "plan,", "ability,"
"believe," "seek," "see," "will," "would," "estimate," "forecast," "target," "guidance," "outlook," "opportunity" or "strategy."
Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, they are inherently subject to
numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. No assurance can be given that
such forward-looking statements will be correct or achieved or that the assumptions are accurate or will not change over time. Particular
uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include:
·
our ability to comply with the covenants under the Chesapeake credit facility (as defined herein) and other indebtedness and the related
impact on our ability to continue as a going concern;
·
the results of the exchange offer;
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·
the volatility of oil, natural gas and NGL prices;
·
uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the
amount and timing of development expenditures;
·
our ability to replace reserves and sustain production;
·
drilling and operating risks and resulting liabilities;
·
our ability to generate profits or achieve targeted results in drilling and well operations;
·
the effect that limitations on our level of indebtedness under our Chesapeake credit facility may have on our financial flexibility;
·
our inability to access the capital markets on favorable terms;
·
the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations;
·
adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims;
·
effects of environmental protection laws and regulation on our business;
·
terrorist activities and/or cyber-attacks adversely impacting our operations;
·
effects of acquisitions and dispositions, including our acquisition of WildHorse and our ability to realize related synergies and cost
savings;
·
effects of purchase price adjustments and indemnity obligations; and
·
other factors that are described under Risk Factors in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December
31, 2018 and Item 1A of our Forms 10-Q for the quarters ended March 31, 2019 and September 30, 2019.
We caution you not to place undue reliance on the forward-looking statements contained in this prospectus, which speak only as of the filing
date of the document in which they are made, and we undertake no obligation to update this information. We urge you to carefully review and
consider the disclosures in this prospectus and our other filings with the SEC and incorporated by reference herein that attempt to advise interested
parties of the risks and factors that may affect our business. Please see "Where You Can Find More Information."
3
SUMMARY
This summary highlights information included or incorporated by reference in this prospectus. It may not contain all of the
information that is important to you. This prospectus includes information about the exchange offer and the exchange notes and
includes or incorporates by reference information about our business and our financial and operating data. Before deciding to
participate in the exchange offer, you should read this entire prospectus carefully, including the information incorporated by
reference in this prospectus and the "Risk Factors" section beginning on page 13 of this prospectus.
Except as otherwise required or indicated, references to the "Company," "Chesapeake," "we," "our," "us" or like terms
refer to Chesapeake Energy Corporation and its subsidiaries, collectively. For ease of reference, we use the term "WildHorse"
to refer to WildHorse Resource Development Corporation prior to the acquisition and Brazos Valley Longhorn, L.L.C. after the
acquisition, as applicable.
CHESAPEAKE ENERGY CORPORATION
Chesapeake Energy Corporation is an independent exploration and production company engaged in the acquisition,
exploration and development of properties to produce oil, natural gas and NGLs from underground reservoirs. We own a large
and geographically diverse portfolio of onshore U.S. unconventional natural gas and liquids assets, including interests in
approximately 13,900 oil and natural gas wells. We have leading positions in the liquids-rich resource plays of the Eagle Ford
Shale in south Texas, the stacked play in the Powder River Basin in Wyoming and the Anadarko Basin in northwestern
Oklahoma. Our natural gas resource plays are the Marcellus Shale in the northern Appalachian Basin in Pennsylvania and the
Haynesville/Bossier Shales in northwestern Louisiana
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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. Further information is available at www.chk.com. Information
that you may find on our website is not part of this prospectus and is not incorporated by reference into this prospectus.
4
EXCHANGE OFFER
On April 3, 2019, we issued $918,514,000 aggregate principal amount of 8.00% Senior Notes due 2026 (the "outstanding
notes") in a transaction exempt from or not subject to registration under the Securities Act. In connection therewith, Chesapeake
Energy Corporation and certain subsidiary guarantors named therein entered into a registration rights agreement (the
"registration rights agreement") with the several dealer managers specified on Schedule I thereto, pursuant to which we agreed,
among other things, to use our commercially reasonable efforts to complete an exchange offer for the outstanding notes on or
prior to April 2, 2020. On December 19, 2019, in a transaction exempt from or not subject to registration under the Securities
Act, we exchanged $872,653,000 aggregate principal amount of the outstanding notes for 11.5% senior secured second lien
notes due 2025 (the "second lien notes").
We refer to the offer to exchange as the "exchange offer."
The following is a summary of the exchange offer.

Outstanding Notes
On April 3, 2019 we issued $918,514,000 aggregate principal amount of the outstanding

notes. On December 19, 2019, in a transaction exempt from or not subject to registration
under the Securities Act, we exchanged $872,653,000 aggregate principal amount of the
outstanding notes for the second lien notes.

Exchange Notes
The notes to be issued upon exchange of the outstanding notes (the "exchange notes") will

be our 8.00% Senior Notes due 2026, having terms that are identical in all material respects
to the terms of the outstanding notes, except that (i) the transfer restrictions and registration
rights applicable to the outstanding notes do not apply to the exchange notes and (ii) the
exchange notes will not contain provisions relating to additional interest relating to our
registration obligations.

Exchange Offer
We are offering to exchange up to $45,861,000 aggregate principal amount of our 8.00%

Senior Notes due 2026 for an equal amount of our outstanding 8.00% Senior Notes due
2026 to satisfy our obligations under the registration rights agreement.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on February 24, 2020,

unless we decide to extend it.

Conditions to the Exchange
We will not accept outstanding notes for exchange if the exchange offer or the making of
Offer
any exchange by a holder of the outstanding notes would violate any applicable law or SEC

policy. A minimum aggregate principal amount of outstanding notes being tendered is not a
condition to the exchange offer. Please read "Exchange Offer--Conditions to the
Exchange Offer" for more information about the conditions to the exchange offer.
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5

Procedures for Tendering
All of the outstanding notes are held in book-entry form through the facilities of The
Outstanding Notes
Depository Trust Company ("DTC"). To participate in the exchange offer, you must follow

the automatic tender offer program ("ATOP") procedures established by DTC for tendering
notes held in book-entry form. The ATOP procedures require that the exchange agent
receive, prior to the expiration date of the exchange offer, a computer-generated message
known as an "agent's message" that is transmitted through ATOP and that DTC confirm
that:
· DTC has received instructions to exchange your notes; and
· you agree to be bound by the terms of the letter of transmittal in Annex A hereto.
For more details, please read "Exchange Offer--Terms of the Exchange Offer" and
"Exchange Offer--Procedures for Tendering."

Guaranteed Delivery
None.
Procedures

Withdrawal of Tenders
You may withdraw your tender of outstanding notes at any time prior to the expiration date.

To withdraw, you must submit a notice of withdrawal to the exchange agent using ATOP
procedures before 5:00 p.m., New York City time, on the expiration date of the exchange
offer. Please read "Exchange Offer--Withdrawal of Tenders."

Acceptance of Outstanding
If you fulfill all conditions required for proper acceptance of outstanding notes, we will
Notes and Delivery of
accept any and all outstanding notes that you properly tender in the exchange offer before
Exchange Notes
5:00 p.m., New York City time, on the expiration date. We will return any outstanding

notes that we do not accept for exchange to you without expense promptly after the
expiration date. We will deliver the exchange notes promptly after the expiration date.
Please read "Exchange Offer--Terms of the Exchange Offer."

Special Procedures for
If you own a beneficial interest in outstanding notes that are registered in the name of a
Beneficial Owners
broker, dealer, commercial bank, trust company or other nominee and you wish to tender

the outstanding notes in the exchange offer, please contact the registered holder as soon as
possible and instruct it to tender on your behalf and to comply with our instructions
described in this prospectus.

Fees and Expenses
We will bear all expenses related to the exchange offer. Please read "Exchange Offer--

Fees and Expenses."

Use of Proceeds
The issuance of the exchange notes will not provide us with any new proceeds. We are

making the exchange offer solely to satisfy our obligations under the registration rights
agreement.
6

Consequences of Failure to
If you do not exchange your outstanding notes in the exchange offer, you will no longer be
Exchange Outstanding Notes
able to require us to register the outstanding notes under the Securities Act, except in the
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limited circumstances provided under the registration rights agreement. In addition, you
will not be able to resell, offer to resell or otherwise transfer the outstanding notes unless
we have registered the outstanding notes under the Securities Act, or unless you resell,
offer to resell or otherwise transfer them under an exemption from the registration
requirements of, or in a transaction not subject to, the Securities Act. If you fail to
exchange your outstanding notes for exchange notes in the exchange offer, the existing
transfer restrictions will remain in effect and the market value of your outstanding notes
likely will be adversely affected because of a smaller float and reduced liquidity.

Certain U.S. Federal Income
The exchange of exchange notes for outstanding notes in the exchange offer will not be a
Tax Consequences
taxable exchange for U.S. federal income tax purposes. Please read "Certain U.S. Federal

Income Tax Consequences."

Exchange Agent
We have appointed Deutsche Bank Trust Company Americas as the exchange agent for the

exchange offer. You should direct questions and requests for assistance and requests for
additional copies of this prospectus (including the letter of transmittal) to the exchange
agent addressed as follows:
By Mail:
DB Services Americas, Inc.
MS: JCK01-0218
Attention: Reorg. Department
5022 Gate Parkway, Suite 200
Jacksonville, FL 32256
By Overnight Mail or Courier:
DB Services Americas, Inc.
MS: JCK01-0218
Attention: Reorg. Department
5022 Gate Parkway, Suite 200
Jacksonville, FL 32256
[email protected]
Fax: 615-866-3889
Telephone Assistance: +1 (800) 735-7777, Option 1
7
TERMS OF THE EXCHANGE NOTES
The exchange notes will be identical in all material respects to the outstanding notes, except that (i) the transfer restrictions
and registration rights applicable to the outstanding notes do not apply to the exchange notes and (ii) the exchange notes will not
contain provisions relating to additional interest relating to our registration obligations. The exchange notes will evidence the
same debt as the outstanding notes and will be issued under the same indenture as the outstanding notes. We sometimes refer to
both the exchange notes and the outstanding notes as the "notes."
The following summary contains basic information about the exchange notes and is not intended to be complete. It does not
contain all the information that is important to you. For a more complete understanding of the exchange notes, please read
"Description of the Notes."

Issuer
Chesapeake Energy Corporation, an Oklahoma corporation.

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Exchange Notes Offered
$45,861,000 aggregate principal amount of 8.00% Senior Notes due 2026.

Maturity Date
The exchange notes will mature on March 15, 2026.

Interest Rate
The exchange notes bear interest at 8.00% per annum.

Interest Payment Dates
Interest on the exchange notes will accrue at an annual rate of 8.00% and will be payable

semiannually in arrears on March 15 and September 15 of each year to the holders of record
of the exchange notes at the close of business on March 1 and September 1 preceding such
interest payment dates, respectively. No interest will be paid on either the exchange notes
or the outstanding notes at the time of exchange. Interest on the exchange notes will accrue
from April 3, 2019 or, if interest has since been paid on the outstanding notes, from the date
it was most recently paid. Assuming the exchange notes are issued prior to March 15, 2020,
holders of outstanding notes that are accepted for exchange will be deemed to have waived
the right, if any, to receive any payment in respect of interest accrued on the outstanding
notes from September 15, 2019 until the date of the issuance of the exchange notes. Holders
of the exchange notes will receive the same interest payments that they would have
received had they not accepted the exchange offer.
8
Guarantees
At issuance, the exchange notes will be jointly and severally, fully and unconditionally,
guaranteed on a senior, unsecured basis by all of our subsidiaries that guarantee
Chesapeake's revolving credit facility (other than WildHorse and its subsidiaries), as
amended from time to time (the "Chesapeake credit facility"), the second lien notes (other
than WildHorse and its subsidiaries), our term loan facility (other than WildHorse and its
subsidiaries) (the "term loan") and certain other unsecured senior notes. We expect
WildHorse and its subsidiaries will guarantee the exchange notes by the time such
guarantees are required by the indenture governing the exchange notes.
Pursuant to the terms of the indentures governing our senior unsecured notes, WildHorse
and its subsidiaries are required to guarantee such notes (including the exchange notes) on
or before June 20, 2020. Our non-guarantor subsidiaries (including WildHorse and its
subsidiaries) held 27% and 28% of our unaudited pro forma consolidated total assets as of
September 30, 2019 and December 31, 2018, respectively, and for the quarter ended
September 30, 2019 and the year ended December 31, 2018, had revenues representing 8%
and 9%, respectively, of our unaudited pro forma consolidated revenues.
Our non-guarantor subsidiaries, other than WildHorse and its subsidiaries, held less than
1% of our consolidated total assets and had no third-party indebtedness, and for the quarter
ended September 30, 2019 and the year ended December 31, 2018, had revenues
representing less than 1% of our unaudited pro forma consolidated revenues.
On December 23, 2019, WildHorse and its subsidiaries became guarantors of the
Chesapeake credit facility, the second lien notes and the term loan.
In the future, the guarantees may be released under certain circumstances. See "Description
of the Notes--Guarantees."
Neither Chesapeake nor any of its subsidiaries (other than WildHorse and its subsidiaries)
guarantees or is otherwise obligated in respect of any of the WildHorse debt (as defined
below).

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9

Ranking
The indebtedness evidenced by the exchange notes and the guarantees will be unsecured

and will rank pari passu in right of payment to all senior indebtedness of Chesapeake and
the subsidiary guarantors, as the case may be. Secured debt and other secured obligations of
us and the subsidiary guarantors (including obligations with respect to the Chesapeake
credit facility, the second lien notes and the term loan) will be effectively senior to the
exchange notes and the subsidiary guarantors' guarantee thereof to the extent of the value
of the assets securing such debt or other obligations. The exchange notes will be
structurally subordinated to creditors (including trade creditors) and any preferred security
holders of our subsidiaries that are not subsidiary guarantors, and each guarantee of the
exchange notes will be structurally subordinated to creditors (including trade creditors) and
any preferred security holders of any subsidiary of a subsidiary guarantor that is not itself a
subsidiary guarantor (which, until WildHorse and its subsidiaries guarantee the exchange
notes, includes WildHorse and its subsidiaries).
As of September 30, 2019, we had total consolidated indebtedness of $8.21 billion
aggregate principal amount, $6.71 billion of which was unsecured indebtedness, and $1.50
billion of which was secured indebtedness (which would have been effectively senior to the
exchange notes to the extent of the value of the collateral securing such indebtedness). In
addition, as of September 30, 2019, WildHorse was the obligor on $618 million of
WildHorse senior notes and had $900 million outstanding borrowings under the WildHorse
credit facility (collectively and including all credit extended under the WildHorse credit
facility, the "WildHorse debt"). See "Risk Factors--Risks Relating to the Exchange Notes
--Holders of the notes will be effectively subordinated to all of our and our subsidiaries'
secured indebtedness and obligations (to the extent of the collateral securing the same), and
to the obligations of our non-guarantor subsidiaries."
On December 19, 2019, we exchanged approximately $3.22 billion principal amount of
senior unsecured notes for approximately $2.21 billion aggregate principal amount of the
second lien notes. On December 23, 2019, we issued a term loan for gross proceeds of $1.5
billion and retired the WildHorse credit facility and approximately $616.2 million principal
amount of WildHorse senior notes. On December 27, 2019, we issued $120 million
aggregate principal amount of the second lien notes to certain institutional investors.
10

Optional Redemption
Beginning on March 15, 2022, we may redeem the exchange notes, in whole or in part, at

the applicable redemption prices listed under "Description of the Notes--Optional
Redemption," plus accrued and unpaid interest, if any, to the redemption date. Prior to
March 15, 2022, we may redeem the exchange notes, in whole or in part, pursuant to a
"make-whole" call, plus accrued and unpaid interest, if any, to the redemption date. See
"Description of the Notes--Optional Redemption."

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Equity Offering Optional
Before March 15, 2022, we may, at any time or from time to time, redeem up to 35% of the
Redemption
aggregate principal amount of the exchange notes at a redemption price equal to 108.000%

of the principal amount of the exchange notes redeemed, plus accrued and unpaid interest, if
any, to the redemption date, with an amount of cash not greater than the net cash proceeds
of one or more certain public or private equity offerings by us, if at least 65% of the
aggregate principal amount of the exchange notes remain outstanding immediately after
such redemption and the redemption occurs within 180 days after the closing date of such
equity offering.

Restrictive Covenants
The indenture governing the notes contains covenants that limit our ability and the ability

of certain of our subsidiaries to:
· create liens securing certain indebtedness;
· enter into certain sale-leaseback transactions; and
· consolidate, merge or transfer assets.
The covenants are subject to a number of exceptions and qualifications. See "Description of
the Notes--Certain Covenants."

Transfer Restrictions;
The exchange notes will be freely transferable, but will also be new securities for which
Absence of Public Market for
there will not initially be a market. We have not applied, and do not intend to apply, for
the Notes
listing of the exchange notes on any securities exchange. We cannot assure you that an

active market for the exchange notes will develop or as to the liquidity of any such market.
Please read "Risk Factors."

Book-Entry Form
The exchange notes will be initially issued in the form of one or more global notes, without
interest coupons (the "global notes"). Upon issuance, each of the global notes will be
deposited with the trustee as custodian for DTC, and registered in the name of Cede & Co.,
as nominee of DTC. Beneficial interests in any of the global notes will be shown on, and
transfers of the global notes will be effected only through, records maintained by DTC or its
nominee. Beneficial interests in global notes may not be exchanged for certificated
securities, except in limited circumstances. Please read "Book-entry, Settlement and
Clearance."

Denominations
The exchange notes will be issued in minimum denominations of $2,000 and in integral
multiples of $1,000 in excess thereof.

Trustee and Paying Agent
Deutsche Bank Trust Company Americas, a New York banking corporation.

Governing Law
The exchange notes and the indenture under which they will be issued will be governed by
New York law.

11
Use of Proceeds
The issuance of the exchange notes will not provide us with any new proceeds. We are
making the exchange offer solely to satisfy our obligations under the registration rights
agreement.

Risk Factors
See "Risk Factors" for a discussion of certain factors that you should carefully consider
before deciding to invest in the exchange notes.
https://www.sec.gov/Archives/edgar/data/895126/000089512620000030/a424b32020-01x24prospectus.htm[1/24/2020 4:42:31 PM]

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