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April 11, 2024

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VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

    Attention:
    Michael Purcell

    Kevin Dougherty

 Re: Chesapeake Energy Corporation

Registration Statement on Form S-4

Filed February 29, 2024

File No. 333-277555

Ladies and Gentlemen:

On behalf of Chesapeake Energy
Corporation (the “Company”), set forth below are the Company’s responses to the comments of the Staff
(the “Staff”) relating to the Registration Statement on Form S-4 (the “Registration Statement”),
initially publicly filed with the Securities and Exchange Commission (the “Commission”) on February 29,
2024. Concurrently with the delivery of this letter to the Staff, the Company has publicly filed Amendment No. 1 to the Registration
Statement on Form S-4 (the “Amended Registration Statement”) with the Commission through its EDGAR system.

For ease of review, we have
set forth below each of the numbered comments from the Staff’s comment letter to the Registration Statement, received on March 21,
2024, in bold type followed by the Company’s responses thereto. Unless otherwise indicated, capitalized terms used herein have the
meanings assigned to them in the Amended Registration Statement.

April 11, 2024

Page 2

Form S-4
filed February 29, 2024

The Merger

Background of the Merger, page 82

 1. Please clarify your disclosure about the persons involved in negotiations or other activities. For
example, where the disclosure refers to the Southwestern or Chesapeake Boards, or to Southwestern and Chesapeake management teams, or
to the executive management of either or certain members of executive management of either, or to advisors of such bodies, please clarify
which individuals in those bodies were present for the meeting or other activity and/or which advisor was present.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 82 to 99 of the Amended Registration
Statement to further clarify the persons involved.

 2. We note your reference to synergies considered by each of the Boards of Chesapeake and Southwestern
throughout the negotiation, and under the sections for "Recommendation" of the Chesapeake and Southwestern Boards' and their
 "Reasons for the Merger." If there are both "Chesapeake Management Synergies Estimates" disclosed on page 112
and "Southwestern Projections Synergies" referenced in its advisors fairness opinion and used in various analyses, please disclose
which synergy projection each Board relied on in making its recommendation, and which synergy projections are used in the "Southwestern
Pro Forma Forecasted Financial Information" on page 110.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 102, 107, 111 and 113 of the Amended Registration Statement to clarify
which synergy projections each Board and advisor relied on in their respective determinations and analyses.

Chesapeake Management Synergies Estimate,
page 113

 3. You disclose that Chesapeake management estimated capital synergies at an annual runrate of $290 million
and after-tax P&L synergies of $167 million (with an assumed annual cash tax rate of 13%), in each case phased-in 31% in 2024, 73%
in 2025 and 100% in all years thereafter. Please discuss how these synergy projections compare to (i) disclosure on page 99
that Chesapeake believes that the Merger is expected to result in significant synergies of approximately "$400 million annually"
and (ii) slide 9 of the "Investor Presentation" from January 11, 2024 filed as Exhibit 99.1 to a Form 8-K
on that same day by Southwestern which provides a breakdown of $400 million in annual pro forma synergies among "Corporate and Regional
costs," "D&C Cost Savings," and "Other Operating and Capital Savings."

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company’s management prepared estimates
of capital and P&L synergies, which were projected to be phased in over time through 2026. These projected synergies were shared
with Evercore, and in connection with its financial analyses, Evercore utilized the midpoint of the synergies estimated by Chesapeake
management as follows: capital synergies at an annual run-rate of $290 million and after-tax P&L synergies of $167 million (with
an assumed annual cash tax rate of 13%), which Chesapeake believed to be achievable.

The approximate $400 million per year of aggregate
pro forma synergies referenced in the Company’s “Investor Presentation” from January 11, 2024 (the “Investor Presentation”)
is an approximation of the synergies estimated by the Company’s management and is comprised of the same categories of synergies
provided to and utilized by Evercore. For purposes of communicating with investors with respect to the potential synergies of the
transaction, including in the Investor Presentation, the Company disclosed an aggregate synergies number below the midpoint, largely in
recognition of the potential occurrence of certain risk factors that could prevent the full estimated amount of synergies from being realized
or delay the timing of such realization, including the risk factors identified in the Registration Statement in “Risk Factors—Risk
Factors Relating to the Combined Company Following the Merger—The synergies attributable to the Merger may vary from expectations”.
The Company believes that the difference between the aggregate synergies midpoint utilized by Evercore and aggregate synergies estimate
presented in the Investor Presentation is immaterial to shareholders in considering the proposals included in the joint proxy statement/prospectus
included in the Registration Statement.

The
Company has revised its disclosures on page 113 of the Amended Registration Statement to clarify that Evercore’s
evaluation of the fairness of the Exchange Ratio assumed certain amounts of synergies within a range of estimated synergies prepared
by Chesapeake’s management.

Opinion of Southwestern’s Financial
Advisor, page 123

 4. We note that in rendering the opinion and performing its related financial analyses, Goldman Sachs
discloses that it reviewed certain operating synergies projected by the management of Southwestern to result from the transaction (referred
to in this section as “Southwestern Projections Synergies”). Such synergy projections appear used in both the "Illustrative
Discounted Cash Flow Analysis — Pro Forma Combined Company" analysis and the "Illustrative Present Value of Future Share
Price Analysis — Pro Forma Combined Company" analysis. Please disclose the Southwestern Projections Synergies shared with and
used in various Goldman Sachs' analyses.

April 11, 2024

Page 3

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 107, 111, and 124 of the Amended Registration Statement to disclose the synergies
prepared by Southwestern and approved for use by Goldman Sachs in their analyses under the Sections titled “Southwestern Management
Synergies Estimates” and “Opinion of Southwestern’s Financial Advisor.”

The Merger Agreement

Organizational Documents; Directors and
Officers, page 147

 5. You disclose on page 24 and elsewhere that directors of the combined company will be a mix of
directors selected by Chesapeake and Southwestern and that management of Chesapeake following the completion of the Merger will include
officers and other key employees from Chesapeake and Southwestern. Please revise to identify each person who will serve as a director
or an executive officer of the combined company. With respect to each person who will serve as a director or executive officer of the
registrant, please also provide the information required by Item 19(a)(7) of Form S-4. To the extent that you intend to incorporate
any such information by reference, we note that your registration statement incorporates by reference the Form 10-Ks for Chesapeake
and Southwestern for the fiscal year ended December 31, 2023. Chesapeake's Form 10-K in turn incorporates by reference certain
Part III information from a definitive proxy statement that you have not yet filed, and Southwestern's 10-K provides that the information
required will be filed as an amendment to its Form 10-K within 120 days after the end of its fiscal year. If you intend to incorporate
by reference the information required by Item 19(a)(7) of Form S-4, please be advised that we cannot accelerate the effective
date of your registration statement until you and Southwestern Energy have either filed the definitive proxy statement or included the
officer and director information in the Forms 10-K. For guidance, please refer to Question 123.01 of the Securities Act Forms Compliance
and Disclosure Interpretations.

Response: In response to
the Staff’s comment, the Company has revised the disclosure on pages 7, 24, 53, 103, 142 and 147 of the Amended Registration
Statement to include the names of the individuals named by Southwestern who we expect will serve as directors of the combined company. The Company respectfully
acknowledges the Staff’s comment regarding the identity of the individuals who will serve as executive officers of the
combined company, and the information required by Item 18(a)(7) of Form S-4, and advises that Staff that the Company intends to
incorporate by reference the information required by Item 18(a)(7) of Form S-4 and will file its definitive proxy statement, and
Southwestern will file an amendment to its Form 10-K, before the Company requests effectiveness of the Registration Statement.
Following such filings, the Company will file a pre-effective amendment to the Registration Statement incorporating the required
information and the Company’s definitive proxy statement and Southwestern’s Form 10-K/A by reference. Additionally, the Company intends to name the individuals that will serve as executive officers of the combined company by pre-effective
amendment to the Registration Statement, to the extent they are known at such time.

* * *

April 11, 2024

Page 4

We hope the foregoing answers
are responsive to your comments. Please do not hesitate to contact me by telephone at 713.546.7415 with any questions or comments regarding
this correspondence.

    Very truly yours,

    /s/ Kevin Richardson

    Kevin M. Richardson

    of LATHAM & WATKINS LLP

  cc:
  (via email)

  Benjamin E. Russ, Executive Vice President—General Counsel and Corporate Secretary, Chesapeake Energy Corporation

  William N. Finnegan IV, Latham & Watkins LLP

  Ryan J. Lynch, Latham & Watkins LLP