EXPAND ENERGY Corp. Enters Material Definitive Agreement

TL;DR

EXPAND ENERGY Corp. just signed a big deal, filing an 8-K on 10/28/24.

AI Summary

On October 28, 2024, EXPAND ENERGY Corp. entered into a material definitive agreement. The company, formerly known as CHESAPEAKE ENERGY CORP, is incorporated in Oklahoma and its fiscal year ends on December 31st. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates a significant new agreement for EXPAND ENERGY Corp., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, the specifics of which are not detailed in this initial filing.

Key Numbers

• 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year.)

Key Players & Entities

• EXPAND ENERGY Corp. (company) — Registrant
• CHESAPEAKE ENERGY CORP (company) — Former company name
• October 28, 2024 (date) — Date of earliest event reported
• Oklahoma (location) — State of incorporation
• 731395733 (dollar_amount) — IRS Number

FAQ

Key Financial Figures

• $0.01 — e on which registered Common Stock, $0.01 par value per share EXE The Nasdaq
• $2.5 b — to provide for aggregate commitments of $2.5 billion, a $500 million sublimit for the
• $500 million — ggregate commitments of $2.5 billion, a $500 million sublimit for the issuance of letters of
• $50 million — the issuance of letters of credit and a $50 million sublimit available for swingline loans.

Filing Documents

• tm2427195d1_8k.htm (8-K) — 47KB
• tm2427195d1_ex4-1.htm (EX-4.1) — 31KB
• tm2427195d1_ex4-2.htm (EX-4.2) — 30KB
• tm2427195d1_ex4-3.htm (EX-4.3) — 30KB
• tm2427195d1_ex4-4.htm (EX-4.4) — 31KB
• tm2427195d1_ex4-5.htm (EX-4.5) — 30KB
• tm2427195d1_ex10-1.htm (EX-10.1) — 806KB
• tm2427195d1_8kimg001.jpg (GRAPHIC) — 3KB
• 0001104659-24-113482.txt ( ) — 1443KB
• exe-20241028.xsd (EX-101.SCH) — 4KB
• exe-20241028_def.xml (EX-101.DEF) — 27KB
• exe-20241028_lab.xml (EX-101.LAB) — 38KB
• exe-20241028_pre.xml (EX-101.PRE) — 25KB
• tm2427195d1_8k_htm.xml (XML) — 7KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. In connection with the Investment Grade Date Event (as defined below), on October 28, 2024, Expand Energy Corporation ("Expand Energy" or the "Company") entered into (i) the Tenth Supplemental Indenture, by and between the Company and Regions Bank (as successor in interest to U.S. Bank National Association), as trustee, to the Indenture dated as of January 23, 2015, as supplemented by the First Supplemental Indenture dated as of January 23, 2015 (which governs the 4.950% Senior Notes due 2025 (the "2025 Notes")) and as further supplemented to date with respect to the 2025 Notes (the "2025 Indenture"), (ii) the Tenth Supplemental Indenture, by and between the Company and U.S. Bank Trust Company, National Association, as trustee, to the Indenture, dated as of September 25, 2017, as supplemented by the Fourth Supplemental Indenture, dated as of August 27, 2020 (which governs the 8.375% Senior Notes due 2028 (the "2028 Notes")) and as further supplemented to date with respect to the 2028 Notes (the "2028 Indenture"), (iii) the Ninth Supplemental Indenture, by and between the Company and Regions Bank, as trustee, to the Indenture dated as of August 30, 2021, as supplemented by the First Supplemental Indenture (which governs the 5.375% Senior Notes due 2030 the ("2030 Notes")), the Second Supplemental Indenture (which governs the 5.375% Senior Notes due 2029 (the "2029 Notes")) and the Fourth Supplemental Indenture (which governs the 4.750% Senior Notes Due 2032 (the "2032 Notes")) as further supplemented to date with respect to the 2030 Notes, the 2029 Notes and the 2032 Notes (the "2030 Indenture"), (iv) the Fourth Supplemental Indenture, by and between the Company and Deutsche Bank Trust Company Americas, as trustee, to the Indenture dated as of February 5, 2021 (which governs the 5.500% Senior Notes due 2026 and the 5.875% Senior Notes due 2029) as further supplemented to date (the "2026 Indenture"), and (v) the

01 Other Events

Item 8.01 Other Events. On October 28, 2024, Expand Energy satisfied the "Investment Grade Date" conditions set forth in its c redit agreement, dated as of December 9, 2022, with the lenders and issuing banks party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (such credit agreement, as amended pursuant to the Amendment No. 1 and Borrowing Base Agreement, dated April 29, 2024, the "Pre-IG Credit Agreement"), and as a result of satisfying such conditions, (i) the Pre-IG Credit Agreement was automatically amended in its entirety as set forth in a certain exhibit to the Pre-IG Credit Agreement (such automatic amendment of the Pre-IG Credit Agreement, the "Investment Grade Date Amendment" and the Pre-IG Credit Agreement as amended by the Investment Grade Date Amendment, the "Credit Agreement") and (ii) all liens and guarantees previously provided by the Company and its subsidiaries in connection with the Pre-IG Credit Agreement were released (such amendment and releases, collectively, the "Investment Grade Date Event"). The Credit Agreement continues to provide for aggregate commitments of $2.5 billion, a $500 million sublimit for the issuance of letters of credit and a $50 million sublimit available for swingline loans. The Credit Agreement contains restrictive covenants that, subject to exceptions customary to investment grade credit facilities, limit Expand Energy and its subsidiaries' ability to, among other things: (i) incur priority indebtedness, (ii) enter into mergers, (iii) make or declare dividends, (iv) incur liens, (v) sell all or substantially all of their assets, and (vi) engage in certain transactions with affiliates. The Credit Agreement also provides for compliance with a ratio of Expand Energy's total indebtedness to the sum of total indebtedness plus stockholders' equity (the debt to capitalization ratio), not to exceed 65%. In addition, the Credit Agreement is subject to customary events of

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Document Description 4.1 Tenth Supplemental Indenture, dated as of October 28, 2024 by and among Expand Energy Corporation and Regions Bank (as successor in interest to U.S. Bank Trust Company, National Association), as Trustee 4.2 Tenth Supplemental Indenture, dated as of October 28, 2024 by and among Expand Energy Corporation and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Trustee 4.3 Ninth Supplemental Indenture, dated as of October 28, 2024 by and among Expand Energy Corporation and Regions Bank, as Trustee 4.4 Fourth Supplemental Indenture, dated as of October 28, 2024 by and among Expand Energy Corporation and Deutsche Bank Trust Company Americas, as Trustee 4.5 Sixth Supplemental Indenture, dated as of October 28, 2024 by and among Expand Energy Corporation and Wilmington Trust, National Association, a national banking association, as Trustee 10.1 Credit Agreement, dated as of December 9, 2022 by and among Expand Energy Corporation (f/k/a Chesapeake Energy Corporation), the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EXPAND ENERGY CORPORATION By: /s/ CHRIS LACY Chris Lacy Executive Vice President, General Counsel and Corporate Secretary Date: November 1, 2024

View Full Filing

View this 8-K filing on SEC EDGAR