EXPAND ENERGY Corp. Files 8-K with Major Corporate Updates

TL;DR

EXPAND ENERGY Corp. (fka Chesapeake) filed an 8-K detailing asset deals, new debt, board changes, and a fiscal year shift.

AI Summary

EXPAND ENERGY Corp. (formerly Chesapeake Energy Corp.) filed an 8-K on October 1, 2024, reporting several material events. These include entering into a definitive agreement, completing an acquisition or disposition of assets, creating a direct financial obligation, and changes in its board of directors and officer compensation. The filing also notes amendments to its articles of incorporation or bylaws and a change in its fiscal year.

Why It Matters

This 8-K filing signals significant strategic and operational shifts for EXPAND ENERGY Corp., potentially impacting its financial structure, asset base, and corporate governance.

Risk Assessment

Risk Level: medium — The filing involves multiple material events including acquisitions, financial obligations, and corporate governance changes, which inherently carry a medium level of risk and require further investigation.

Key Players & Entities

• EXPAND ENERGY Corp. (company) — Filer of the 8-K, formerly Chesapeake Energy Corp.
• Chesapeake Energy Corp. (company) — Former name of EXPAND ENERGY Corp.
• 0000895126 (company) — Central Index Key for EXPAND ENERGY Corp.
• 20241001 (date) — Filing date and period of report

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share EXE The Nasdaq
• $389 million — issuer in respect to Southwestern's (i) $389 million aggregate principal amount of 4.950% Se
• $304 million — s due 2025 (the "SWN 2025 Notes"), (ii) $304 million aggregate principal amount of 8.375% Se
• $700 million — due 2028 (the "SWN 2028 Notes"), (iii) $700 million aggregate principal amount of 5.375% Se
• $1,200 million — s due 2029 (the "SWN 2029 Notes"), (iv) $1,200 million aggregate principal amount of 5.375% Se
• $1,150 million — due 2030 (the "SWN 2030 Notes") and (v) $1,150 million aggregate principal amount of 4.750% Se
• $1.00 — d payable in cash in an amount equal to $1.00 per unit granted under such performance
• $80,000 — y, including: (i) an annual retainer of $80,000, payable quarterly in installments, (ii
• $200,000 — ock units with a value of approximately $200,000, issued pursuant to the Chesapeake Ener
• $490,000 — annual base salary will be at a rate of $490,000 per year, and he will have the opportun
• $1,800,000 — nual long-term incentive target will be $1,800,000. There are no related party transactio

Filing Documents

• tm2425151d1_8k.htm (8-K) — 101KB
• tm2425151d1_ex3-1.htm (EX-3.1) — 52KB
• tm2425151d1_ex3-2.htm (EX-3.2) — 190KB
• tm2425151d1_ex4-10.htm (EX-4.10) — 44KB
• tm2425151d1_ex4-20.htm (EX-4.20) — 56KB
• tm2425151d1_ex4-27.htm (EX-4.27) — 50KB
• tm2425151d1_ex4-28.htm (EX-4.28) — 56KB
• tm2425151d1_ex4-29.htm (EX-4.29) — 46KB
• tm2425151d1_ex4-33.htm (EX-4.33) — 23KB
• tm2425151d1_ex4-36.htm (EX-4.36) — 25KB
• tm2425151d1_ex99-1.htm (EX-99.1) — 15KB
• tm2425151d1_ex99-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-24-104976.txt ( ) — 1019KB
• chk-20241001.xsd (EX-101.SCH) — 4KB
• chk-20241001_def.xml (EX-101.DEF) — 28KB
• chk-20241001_lab.xml (EX-101.LAB) — 38KB
• chk-20241001_pre.xml (EX-101.PRE) — 26KB
• tm2425151d1_8k_htm.xml (XML) — 8KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. In connection with the Third Merger and on the date thereof, the Company became the successor issuer in respect to Southwestern's (i) $389 million aggregate principal amount of 4.950% Senior Notes due 2025 (the "SWN 2025 Notes"), (ii) $304 million aggregate principal amount of 8.375% Senior Notes due 2028 (the "SWN 2028 Notes"), (iii) $700 million aggregate principal amount of 5.375% Senior Notes due 2029 (the "SWN 2029 Notes"), (iv) $1,200 million aggregate principal amount of 5.375% Senior Notes due 2030 (the "SWN 2030 Notes") and (v) $1,150 million aggregate principal amount of 4.750% Senior Notes due 2032 (the "SWN 2032 Notes" and together with the SWN 2025 Notes, the SWN 2028 Notes, the SWN 2029 Notes and the SWN 2030 Notes, the "SWN Notes"). The Company assumed the obligations under (i) the SWN 2025 Notes pursuant to Supplemental Indenture No. 9 ("SWN 2025 Notes Supplemental Indenture No. 9") to a base indenture dated January 23, 2015, by and among Southwestern and U.S. Bank National Association, as Trustee, (ii) the SWN 2028 Notes pursuant to Supplemental Indenture No. 9 ("SWN 2028 Notes Supplemental Indenture No. 9") to a base Indenture dated September 25, 2017, by and among Southwestern and U.S. Bank National Association, as Trustee, (iii) the SWN 2029 Notes pursuant to Supplemental Indenture No. 6 ("Supplemental Indenture No. 6") to a base indenture dated August 30, 2021 (the "2021 Base Indenture") by and among Southwestern and Regions Bank, as Trustee, (iv) the 2030 Notes pursuant to Supplemental Indenture No. 7 ("Supplemental Indenture No. 7") to the 2021 Base Indenture and (v) the 2032 Notes pursuant to Supplemental Indenture No. 8 ("Supplemental Indenture No. 8" and, together with SWN 2025 Notes Supplemental Indenture No. 9, SWN 2028 Notes Supplemental Indenture No. 9, Supplemental Indenture No. 6 and Supplemental Indenture No. 7, the "SWN Supplemental Indentures") to the 2021 Base Indenture. In

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference. At the Effective Time, each share of Southwestern common stock, par value $0.01 per share ("Southwestern Common Stock"), issued and outstanding immediately prior to the Effective Time (excluding certain excluded shares held by Southwestern as treasury shares, or by the Company, Merger Sub Inc. or Merger Sub LLC, and certain equity awards of Southwestern) was converted into the right to receive 0.0867 (the "Exchange Ratio") of a share of the Company's common stock, par value $0.01 per share ("Company Common Stock"). No fractional shares of Company Common Stock were issued in the Merger, and holders of shares of Southwestern Common Stock received cash in lieu of fractional shares of Company Common Stock, if any, in accordance with the terms of the Merger Agreement. In addition, at the Effective Time: each outstanding and unexercised option award of Southwestern as of immediately prior to the Effective Time ceased to represent a right to acquire shares of Southwestern Common Stock and was automatically canceled and terminated without consideration payable or owed thereto; each outstanding restricted stock award of Southwestern was automatically fully vested and each such restricted stock award was converted into the right to receive a number of shares of Company Common Stock equal to (i) the Exchange Ratio, multiplied by (ii) the total number of shares of Southwestern Common Stock attributable to such restricted stock award; each outstanding restricted stock unit award of Southwestern under Southwestern's Nonemployee Director Deferred Compensation Plan was automatically fully vested, canceled, and converted into the right to receive a number of shares of Company Common Stock equal to (i) the Exchange Ratio, multiplied by (ii) the total number of shares of Southwestern Common Stock subject to

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure contained in Item 1.01 with respect to the Company becoming the successor issuer and an obligor in respect of the SWN Notes is incorporated by reference into this Item 2.03. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Director Appointments Pursuant to the Merger Agreement, immediately following the Effective Time, the board of directors of the Company (the "Board") was increased to eleven directors, consisting of (i) the seven existing Board members, Domenic J. Dell'Osso Jr., Michael A. Wichterich, Timothy S. Duncan, Benjamin C. Duster, IV, Sarah A. Emerson, Matthew M. Gallagher and Brian Steck, and (ii) four new directors, Catherine A. Kehr, John D. Gass, S.P. "Chip" Johnson IV and Shameek Konar, each of whom were members of the board of directors of Southwestern prior to the Effective Time. Mr. Wichterich will continue to serve as the Chairman of the Board. Upon his or her appointment as a non-employee director of the Company, each of Messrs. Gass, Johnson and Konar, and Ms. Kehr will receive the standard annual benefits paid to each non-employee director of the Company, including: (i) an annual retainer of $80,000, payable quarterly in installments, (ii) an annual grant of restricted stock units with a value of approximately $200,000, issued pursuant to the Chesapeake Energy Corporation 2021 Long Term Incentive Plan, as amended from time to time and (iii) applicable fees for serving on Board committees. The terms of non-employee director compensation were disclosed in the Company's definitive proxy statement for its 2024 Annual Meeting of Shareholders, filed with the SEC on April 26, 2024. In connection with the appointments, the Company and each of Messrs. Gass, Johnson and Konar, and Ms. Kehr will ent

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 1, 2024, the Company filed an amendment to the Company's Second Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Oklahoma in order to change its name to "Expand Energy Corporation" (the "Name Change Amendment"). The filing of the Name Change Amendment was authorized and adopted by the board of directors of the Company in accordance with Section 1077 of the Oklahoma General Corporation Act. The Name Change Amendment became effective upon filing. The foregoing description of the Name Change Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Name Change Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. Effective upon the effectiveness of the Name Change Amendment, the Second Amended and Restated Bylaws of the Company were amended and restated (as so amended and restated, the "Bylaws") to (i) update the Company's name to "Expand Energy Corporation" and (ii) increase the maximum size of the Board. The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 1, 2024, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 and the press release attached hereto as Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1** Agreement and Plan of Merger, dated as of January 10, 2024, by and among Chesapeake Energy Corporation, Hulk Merger Sub, Inc., Hulk LLC Sub, LLC, and Southwestern Energy Company (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on January 11, 2024). 3.1* Third Amended and Restated Certificate of Incorporation of Expand Energy Corporation. 3.2* Third Amended and Restated Bylaws of Expand Energy Corporation. 4.1 Indenture, dated as of January 23, 2015 between Southwestern Energy Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Southwestern Energy Company on January 23, 2015) 4.2 First Supplemental Indenture, dated as of January 23, 2015 between Southwestern Energy Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Southwestern Energy Company on January 23, 2015) 4.3 Second Supplemental Indenture, dated as of September 25, 2017 between Southwestern Energy Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Southwestern Energy Company on September 25, 2017) 4.4 Third Supplemental Indenture, dated as of November 29, 2017 between Southwestern Energy Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Southwestern Energy Company on December 1, 2017) 4.5 Fourth Supplemental Indenture, dated as of April 26, 2018 between Southwestern Energy Company, the guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Southwestern Energy Company on April

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