Chesapeake Energy (ticker: CHK, exchange: New York Stock Exchange (.N))
News Release -
19-Sep-2005
Chesapeake Energy Corporation and Gastar Exploration Ltd. Announce Letter of IntentPrinter Friendly Version (pdf format)
Chesapeake Agrees to Acquire 19.9% of Gastar's Common Stock and a 33% Interest
in Gastar's Hilltop Prospect, Also Forms a 50/50 AMI to Explore 13 Counties in East Texas
OKLAHOMA CITY and HOUSTON, Sept. 19 /PRNewswire-FirstCall/ -- Chesapeake
Energy Corporation (NYSE: CHK) and Gastar Exploration Ltd.
(OTC Pink Sheets: GSREF; Toronto: YGA) jointly announced today that they have
executed a Letter of Intent ("LOI") outlining the terms under which Chesapeake
proposes to i) acquire new common shares from Gastar equal to 19.9% of
Gastar's outstanding common shares, ii) acquire a 33% working interest in
Gastar's Deep Bossier play in the Hilltop Prospect area of Leon and Robertson
Counties of East Texas and iii) form an area of mutual interest ("AMI") to
explore 13 counties in East Texas.
Under the terms of the LOI, Chesapeake will acquire for cash newly issued
common shares equal to 19.9% of Gastar's basic outstanding shares at a price
equal to the lesser of i) $3.31 per share (or approximately USD $2.80 per
share at current exchange rates) or ii) the average of the closing price of
Gastar's stock for the three business days immediately preceding the date of
closing (the "Average Price"), with such Average Price not to be less than
$3.15 per share (or approximately USD $2.66 per share at current exchange
rates). Gastar currently has 135.2 million common shares outstanding and will
issue to Chesapeake approximately 26.9 million new shares.
From the stock offering, Gastar expects to raise approximately CND $84 to
$89 million (or approximately USD $72 to 75 million at current exchange rates)
and plans to use the proceeds to accelerate its drilling activities in East
Texas, reduce short-term debt, and for general corporate purposes. Chesapeake
will be granted registration rights for the shares issued pursuant to this
transaction.
Under the terms outlined in the LOI, Chesapeake will also purchase from
Gastar for cash and the drilling commitment described below an undivided
33.33% of all of Gastar's leasehold working interest in the Deep Bossier
Hilltop Prospect, less and except the 160 acre units surrounding each of
Gastar's existing wellbores. In the Hilltop Prospect Gastar currently owns
approximately 54,000 gross acres and 38,000 net acres. The acreage purchase
price of approximately USD $8.6 million shall be paid in cash by Chesapeake at
closing.
With respect to operations on Gastar's retained 66.67% leasehold working
interest in the properties proposed to be assigned to Chesapeake, Chesapeake
will pay a disproportionate amount of the drilling costs through casing point
on the first six (6) wells drilled by the parties in the Hilltop Prospect to a
depth sufficient to test the Deep Bossier Formation (an approximate depth of
19,000'), proportionately reduced to the combined interest of Gastar and
Chesapeake in each such well. Under this arrangement, Chesapeake would bear
44.44% of the costs through casing point on an 8/8ths basis for a 33.33%
working interest. Gastar will be designated the operator of all wells drilled
in the Hilltop Prospect and Chesapeake has agreed to provide 1-2 additional
drilling rigs to Gastar in early 2006 if needed to increase its rig count at
Hilltop.
Chesapeake and Gastar will also form an AMI covering all of Leon,
Robertson, Houston, Cherokee, Madison, Anderson, Angelina, Nacogdoches,
Trinity, Polk, Shelby, San Augustine and Sabine Counties, Texas (the "AMI
Area"). For a period of three (3) years from the Closing Date, Gastar shall
offer Chesapeake the exclusive first right to purchase up to an undivided 50%
of any leasehold/working interest rights acquired by Gastar in the AMI Area on
pre-determined terms. The AMI will be "one-way", that is Chesapeake will not
be obligated to present to Gastar any interests it now owns or acquires in the
future in the AMI Area.
The proposed transaction is subject to satisfactory completion of a due
diligence investigation by Chesapeake and the negotiation of a mutually
agreeable stock purchase agreement, registration rights agreement, lease
purchase agreement, lease assignment form and joint operating agreement for
the Hilltop Prospect. Gastar expects to execute definitive agreements and
issue the stock to Chesapeake by October 31, 2005. Any sale of Gastar's
leasehold interest shall be subject to any existing rights of first refusal
held by third parties through existing Joint Operating Agreements.
Aubrey K. McClendon, Chesapeake's Chairman and CEO, commented, "We are
pleased to announce today's agreements with Gastar. We have known Russ for
years and have admired his success in building Gastar and developing the
Hilltop Prospect. We believe today's announced transactions will benefit both
companies and we look forward to a long and mutually beneficial relationship
with Gastar."
Also commenting on the agreement, J. Russell Porter, Gastar's President
and CEO stated, "Gastar is very excited to partner with Chesapeake, not only
on a working interest basis in our East Texas activities but also corporately
through Chesapeake's equity investment in Gastar. This transaction will
result in Gastar's current business plan being fully funded through 2006 to
pursue its operating plans in East Texas. We are proud that Chesapeake has
decided to assist us in this endeavor."
Chesapeake Energy Corporation is the third largest independent producer of
natural gas in the U.S. Headquartered in Oklahoma City, the company's
operations are focused on exploratory and developmental drilling and property
acquisitions in the Mid-Continent, Permian Basin, South Texas, Texas Gulf
Coast, Barnett Shale, and Ark-La-Tex regions of the United States. The
company's Internet address is http://www.chkenergy.com .
Gastar Exploration Ltd. is an exploration and production company focused
on finding and developing natural gas assets in North America and Australia.
The Company pursues a balanced strategy combining select higher risk, deep
natural gas exploration prospects with low-risk coal bed methane (CBM)
development. The Company owns and controls exploration and development
acreage in the Deep Bossier gas play of East Texas and in the deep Trenton-
Black River play in the Appalachian Basin. Gastar's CBM activities are
conducted within the Powder River Basin of Wyoming and upon the approximate
3.5 million acres controlled by Gastar and its Joint Development partners in
Australia's Gunnedah Basin, PEL 238 and Gastar's Gippsland Basins located in
New South Wales and Victoria respectively. The company's internet address is
http://www.gastar.com .
SOURCE Chesapeake Energy Corporation
CONTACT: investors, Jeffrey L. Mobley, CFA, Vice President-Investor
Relations and Research, +1-405-767-4763, or jmobley@chkenergy.com , or media,
Thomas S. Price, Jr., Senior Vice President - Corporate Development,
+1-405-879-9257, or tprice@chkenergy.com , both of Chesapeake Energy
Corporation
|