SEC Comment Letter 0000000000-24-004516 to CHESAPEAKE ENERGY CORP (CHK, CHKEL, CHKEW, CHKEZ) (CIK 0000895126) (EXE)
CHESAPEAKE ENERGY CORP (CHK, CHKEL, CHKEW, CHKEZ) (CIK 0000895126)
Date: April 23, 2024 · CIK: 0000895126 · Accession: 0000000000-24-004516
AI Filing Summary & Sentiment
File numbers found in text: 333-277555
Letter
United States securities and exchange commission logo April 23, 2024 Domenic Dell’Osso, Jr. President and Chief Executive Officer Chesapeake Energy Corporation 6100 North Western Avenue Oklahoma City, OK 73118 Re:Chesapeake Energy Corporation Amendment No. 1 to Registration Statement on Form S-4 Filed April 11, 2024 File No. 333-277555 Dear Domenic Dell’Osso, Jr.: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our March 21, 2024 letter. Amendment No. 1 to Registration Statement on Form S-4 Certain Unaudited Forecasted Financial Information, page 107 1.We note that in response to comments 3 and 4 you revised to disclose the Southwestern Management Synergies Estimates on page 107 that were prepared by Southwestern and approved for use by Goldman Sachs in their analyses, and revised your disclosure about Chesapeake Management Synergies Estimates on page 113 to disclose that Evercore utilized the midpoint of the synergies estimated by Chesapeake management disclosed thereunder. Please also disclose any material assumptions underlying each of the Southwestern and Chesapeake management synergy estimates.
FirstName LastNameDomenic Dell’Osso, Jr. Comapany NameChesapeake Energy Corporation April 23, 2024 Page 2 FirstName LastName Domenic Dell’Osso, Jr. Chesapeake Energy Corporation April 23, 2024 Page 2 Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Ryan Lynch
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United States securities and exchange commission logo
April 23, 2024
Domenic Dell’Osso, Jr.
President and Chief Executive Officer
Chesapeake Energy Corporation
6100 North Western Avenue
Oklahoma City, OK 73118
Re:Chesapeake Energy Corporation
Amendment No. 1 to Registration Statement on Form S-4
Filed April 11, 2024
File No. 333-277555
Dear Domenic Dell’Osso, Jr.:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 21, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-4
Certain Unaudited Forecasted Financial Information, page 107
1.We note that in response to comments 3 and 4 you revised to disclose the Southwestern
Management Synergies Estimates on page 107 that were prepared by Southwestern and
approved for use by Goldman Sachs in their analyses, and revised your disclosure
about Chesapeake Management Synergies Estimates on page 113 to disclose that Evercore
utilized the midpoint of the synergies estimated by Chesapeake management disclosed
thereunder. Please also disclose any material assumptions underlying each of
the Southwestern and Chesapeake management synergy estimates.
FirstName LastNameDomenic Dell’Osso, Jr.
Comapany NameChesapeake Energy Corporation
April 23, 2024 Page 2
FirstName LastName
Domenic Dell’Osso, Jr.
Chesapeake Energy Corporation
April 23, 2024
Page 2
Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271
with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Ryan Lynch