Obligation Chesapeake Energy Inc. 6.875% ( US165167BU03 ) en USD

Chesapeake Energy Inc.

100 % ▲

Etats-unis

US165167BU03 ( en USD )

6.875% par an ( paiement semestriel )

14/11/2020 - Obligation échue

Prospectus brochure de l'obligation Chesapeake Energy Corp US165167BU03 en USD 6.875%, échue

1 000 USD

227 720 000 USD

165167BU0

N/A

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 américaine Chesapeake Energy Corp (ISIN : US165167BU03, CUSIP : 165167BU0) d'un montant total de 227 720 000 USD, offrant un taux d'intérêt de 6,875%, échéant le 14 novembre 2020, avec une taille minimale d'achat de 1 000 USD et des paiements semestriels, est arrivée à maturité et a été remboursée à 100% de sa valeur nominale.

Final Prospectus
424B3 1 d424b3.htm FINAL PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-132263
PROSPECTUS

Chesapeake Energy Corporation

Offer to Exchange up to
$500,000,000 of 6.875% Senior Notes due 2020
for
$500,000,000 of 6.875% Senior Notes due 2020
that have been Registered under the Securities Act of 1933

Terms of the Exchange Offer

· We are offering to exchange up to
· The exchange offer expires at 5:00 p.
$500,000,000 of our outstanding 6.875%
m., New York City time, on June 2,
Senior Notes due 2020 for new notes with
2006, unless extended. We do not
substantially identical terms that have been
currently intend to extend the exchange
registered under the Securities Act and are
offer.
freely tradable.

· Tenders of outstanding notes may be
· We will exchange all outstanding notes
withdrawn at any time prior to the
that you validly tender and do not validly
expiration of the exchange offer.
withdraw before the exchange offer expires

for an equal principal amount of new notes.
· The exchange of outstanding notes
for new notes will not be a taxable event
for U.S. federal income tax purposes.

Terms of the New 6.875% Senior Notes due 2020 Offered in the Exchange Offer

file:///U|/Tamara/exch%20Chesapeake%20Energy%20Corp,%206.875%%20Sr%20Nts%20due%202020.htm (1 of 99)6/20/2006 5:48:17 AM

Final Prospectus

Maturity
Redemption
· The new notes will mature on November
· We may redeem some or all of the
15, 2020.
new notes at any time by the payment of

a make-whole premium.
Interest

· Interest on the new notes is payable on
Ranking
May 15 and November 15 of each year.
· The new notes are unsecured. The

new notes rank equally in right of
· Interest will accrue from November 8,
payment with all of our other existing
2005 or the most recent date to which
and future senior debt and senior in right
interest has been paid.
of payment to all of our future

subordinated debt.

PLEASE READ " RISK FACTORS" ON PAGE 7 FOR A DISCUSSION OF FACTORS YOU SHOULD
CONSIDER BEFORE PARTICIPATING IN THE EXCHANGE OFFER.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

The date of this prospectus is May 4, 2006.
file:///U|/Tamara/exch%20Chesapeake%20Energy%20Corp,%206.875%%20Sr%20Nts%20due%202020.htm (2 of 99)6/20/2006 5:48:17 AM

Final Prospectus
Table of Contents
This prospectus is part of a registration statement we filed with the Securities and Exchange Commission.
In making your investment decision, you should rely only on the information contained or incorporated by
reference in this prospectus and in the accompanying letter of transmittal. This prospectus incorporates
business and financial information about us that is not included in this prospectus. Please see "Where You
Can Find More Information." We have not authorized anyone to provide you with any other information.
If you receive any unauthorized information, you must not rely on it. We are not making an offer to sell
these securities in any state where the offer is not permitted. You should not assume that the information
contained in this prospectus, or the documents incorporated by reference into this prospectus, is accurate
as of any date other than the date on the front cover of this prospectus or the date of such document, as the
case may be.

TABLE OF CONTENTS

Page

PROSPECTUS SUMMARY

1
RISK FACTORS

7
EXCHANGE OFFER

15
RATIOS OF EARNINGS TO FIXED CHARGES

22
USE OF PROCEEDS

23
DESCRIPTION OF THE NEW NOTES

24
FEDERAL INCOME TAX CONSIDERATIONS

43
PLAN OF DISTRIBUTION

43
LEGAL MATTERS

44
EXPERTS

44
WHERE YOU CAN FIND MORE INFORMATION

45
FORWARD-LOOKING STATEMENTS

45
ANNEX A
A-1

i
file:///U|/Tamara/exch%20Chesapeake%20Energy%20Corp,%206.875%%20Sr%20Nts%20due%202020.htm (3 of 99)6/20/2006 5:48:17 AM

Final Prospectus
Table of Contents
PROSPECTUS SUMMARY
This summary may not contain all the information that may be important to you. You should read this entire
prospectus and the documents we have incorporated into this prospectus by reference before making an
investment decision. You should carefully consider the information set forth under "Risk Factors." In addition,
certain statements include forward-looking information which involves risks and uncertainties. Please read
"Forward-Looking Statements." Unless this prospectus otherwise indicates or the context otherwise requires, the
terms "we," "our," "us" "Chesapeake" or the "Company" as used in this prospectus refer to Chesapeake
Energy Corporation and its subsidiaries.

Chesapeake
We are the second largest independent producer of natural gas in the United States, owning interests in
approximately 30,600 producing oil and gas wells that are currently producing approximately 1.5 bcfe per day,
92% of which is natural gas. Our strategy is focused on discovering, developing and acquiring onshore natural
gas reserves primarily in the southwestern U.S. and secondarily in the Appalachian Basin of the eastern U.S. Our
most important operating area has historically been the Mid-Continent region of the U.S., which includes
Oklahoma, Arkansas, Kansas and the Texas Panhandle, and is where 51% of our proved oil and natural gas
reserves are located. During the past four years, we have also built significant positions in the South Texas and
Texas Gulf Coast regions, the Permian Basin of West Texas and eastern New Mexico, the Barnett Shale area of
north-central Texas, the Ark-La-Tex area of East Texas and northern Louisiana and most recently, the emerging
Fayetteville Shale play located in Arkansas. As a result of our recent acquisition of the holding company of
Columbia Natural Resources, LLC and certain affiliated entities ("CNR"), we now own a significant presence in
the Appalachian Basin, principally in West Virginia, eastern Kentucky, eastern Ohio and southern New York.
As of December 31, 2005, we had 7.5 tcfe of proved reserves, of which 92% are natural gas and all of which are
onshore. During 2005, we replaced our 469 bcfe of production with an internally estimated 3.088 tcfe of new
proved reserves, for a reserve replacement rate of 659%. Reserve replacement through the drillbit was 1.047 tcfe,
or 223% of production (including a positive 17 bcfe from performance revisions and a positive 24 bcfe from oil
and natural gas price increases), and reserve replacement through acquisitions was 2.041 tcfe, or 436% of
production. Our proved reserves grew by 53% during 2005, from 4.9 tcfe to 7.5 tcfe.
During 2005, we led the nation in drilling activity with an average utilization of 73 operated rigs and 66 non-
operated rigs. Through this drilling activity, we drilled 902 (686 net) operated wells and participated in another
1,066 (130 net) wells operated by other companies. We added approximately 1.047 tcfe of proved oil and natural
gas reserves through our drilling efforts. Our success rate was 98% for operated wells and 95% for non-operated
wells. As of December 31, 2005, our proved developed reserves were 65% of our total proved reserves. In 2005,
we added approximately 1,200 new employees and invested $362 million in leasehold (exclusive of leases
acquired through acquisitions) and 3-D seismic data, all of which we consider the building blocks of future value
creation.
file:///U|/Tamara/exch%20Chesapeake%20Energy%20Corp,%206.875%%20Sr%20Nts%20due%202020.htm (4 of 99)6/20/2006 5:48:17 AM

Final Prospectus
From January 1, 1998 through December 31, 2005, we have been one of the most active consolidators of onshore
U.S. natural gas assets, having purchased approximately 5.9 tcfe of proved reserves, at a total cost of
approximately $10.3 billion (including $2.2 billion for unproved leasehold, but excluding $809 million of
deferred taxes established in connection with certain corporate acquisitions) for a per proved mcfe acquisition
cost of $1.37.

1
file:///U|/Tamara/exch%20Chesapeake%20Energy%20Corp,%206.875%%20Sr%20Nts%20due%202020.htm (5 of 99)6/20/2006 5:48:17 AM

Final Prospectus
Table of Contents
During 2005, we were especially active in the acquisitions market. Acquisition expenditures totaled $4.9 billion
through December 31, 2005 (including $1.4 billion for unproved leasehold, but excluding $252 million of
deferred taxes established in connection with certain corporate acquisitions). Through these acquisitions, we have
acquired an internally estimated 2.0 tcfe of proved oil and natural gas reserves at a per proved mcfe acquisition
cost of $1.74.
Our executive offices are located at 6100 North Western Avenue, Oklahoma City, Oklahoma 73118, and our
telephone number is (405) 848-8000.

2
file:///U|/Tamara/exch%20Chesapeake%20Energy%20Corp,%206.875%%20Sr%20Nts%20due%202020.htm (6 of 99)6/20/2006 5:48:17 AM

Final Prospectus
Table of Contents
The Exchange Offer
On November 8, 2005, we completed a private offering of the outstanding notes. As part of the private offering,
we entered into a registration rights agreement with the initial purchasers of the outstanding notes in which we
agreed, among other things, to deliver this prospectus to you and to use our best efforts to complete the exchange
offer within 300 days after the date we issued the outstanding notes. The following is a summary of the exchange
offer.

Exchange Offer

We are offering to exchange new notes for outstanding notes.
Expiration Date
The exchange offer will expire at 5:00 p.m. New York City time, on

June 2, 2006, unless we decide to extend it.
Condition to the Exchange Offer
The registration rights agreement does not require us to accept
outstanding notes for exchange if the exchange offer or the making of
any exchange by a holder of the outstanding notes would violate any
applicable law or interpretation of the staff of the SEC. A minimum
aggregate principal amount of outstanding notes being tendered is not a

condition to the exchange offer.
Procedures for Tendering

Outstanding Notes
To participate in the exchange offer, you must follow the Automated
Tender Offer Program procedures established by The Depository Trust
Company, which we call "DTC," for tendering notes held in book-entry
form. These procedures, which we call "ATOP," 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 DTC's automated tender offer program and that DTC
confirm that:

· DTC has received your instructions to exchange your notes; and

· you agree to be bound by the terms of the letter of transmittal.
For more details, please refer to the sections of this prospectus entitled
"Exchange Offer--Terms of the Exchange Offer" and "--Procedures for

Tendering."
Guaranteed Delivery Procedures None.
file:///U|/Tamara/exch%20Chesapeake%20Energy%20Corp,%206.875%%20Sr%20Nts%20due%202020.htm (7 of 99)6/20/2006 5:48:17 AM

Final Prospectus
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

Notes and Delivery of New
If you fulfill all conditions required for proper acceptance of outstanding
Notes
notes, we will accept any and all outstanding notes that you properly
tender in the exchange offer on or before 5:00 p.m. New York City time
on the expiration date. We will return any outstanding note that we do
not accept for exchange to you without expense as promptly as
practicable after the expiration date. We will deliver the new notes as

promptly as

3
file:///U|/Tamara/exch%20Chesapeake%20Energy%20Corp,%206.875%%20Sr%20Nts%20due%202020.htm (8 of 99)6/20/2006 5:48:17 AM

Final Prospectus
Table of Contents

practicable after the expiration date and acceptance of the outstanding
notes for exchange. Please refer to the section in this prospectus entitled

"Exchange Offer--Terms of the Exchange Offer."
Fees and Expenses
We will bear all expenses related to the exchange offer. Please refer to
the section in this prospectus entitled "Exchange Offer--Fees and

Expenses."
Use of Proceeds
The issuance of the new notes will not provide us with any new proceeds.
We are making this exchange offer solely to satisfy our obligations under

our registration rights agreement.
Consequences of Failure to

Exchange Outstanding Notes
If you do not exchange your outstanding notes in this exchange offer, you
will no longer be able to require us to register the outstanding notes under
the Securities Act except in the limited circumstances provided under our
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.
U.S. Federal Income Tax
The exchange of new notes for outstanding notes in the exchange offer
Considerations
will not be a taxable event for U.S. federal income tax purposes. Please

read "Federal Income Tax Considerations."
Exchange Agent
We have appointed The Bank of New York Trust Company, N.A. as
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: The Bank of New York Trust Company, N.A.,
Corporate Trust Department, Reorganization Unit, 101 Barclay Street--7
East, New York, New York 10286. Eligible institutions may make

requests by facsimile at (212) 298-1915.

4
file:///U|/Tamara/exch%20Chesapeake%20Energy%20Corp,%206.875%%20Sr%20Nts%20due%202020.htm (9 of 99)6/20/2006 5:48:17 AM

Final Prospectus
Table of Contents
Terms of the New Notes
The new notes will be identical to the outstanding notes except that the new notes are registered under the
Securities Act and will not have restrictions on transfer, registration rights or provisions for additional interest
and will contain different administrative terms. The new notes will evidence the same debt as the outstanding
notes, and the same indenture will govern the new notes and the outstanding notes.
The following summary contains basic information about the new 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 new
notes, please refer to the section of this prospectus entitled "Description of the New Notes."

Issuer

Chesapeake Energy Corporation.
Notes Offered
$500,000,000 in aggregate principal amount of 6.875% Senior Notes due

2020.
Maturity

November 15, 2020.
Interest on the New Notes

6.875% annually.
Interest Payment Dates

May 15 and November 15 of each year beginning May 15, 2006.
Guarantees
The notes will be unconditionally guaranteed, jointly and severally, by
(i) each of our existing domestic restricted subsidiaries and one of our
foreign subsidiaries and (ii) each of our future domestic restricted
subsidiaries that guarantees any other indebtedness of us or a subsidiary
guarantor in excess of $5 million. The guarantee will be released if we
dispose of the subsidiary guarantor or it ceases to guarantee certain other

indebtedness of us or any other subsidiary guarantor.
Ranking
The notes will be unsecured and will rank equally in right of payment to
all of our existing and future unsecured senior indebtedness. The notes
will rank senior in right of payment to all of our future subordinated
indebtedness. Please read "Description of the New Notes--Ranking."
As of May 2, 2006, we had approximately $6.0 billion in principal
amount of senior indebtedness outstanding, $545.0 million of which was

indebtedness under our secured revolving bank credit facility.
file:///U|/Tamara/exch%20Chesapeake%20Energy%20Corp,%206.875%%20Sr%20Nts%20due%202020.htm (10 of 99)6/20/2006 5:48:17 AM

Document Outline

Local Disk
- #1">Final Prospectus