CHESAPEAKE ENERGY CORP
For the period ended Dec 31, 2023. Filed Feb 21, 2024.
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FY2023 · Filed Feb 21, 2024
EXE$87.94+2.3%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| Item 15. | Exhibits and Financial Statement Schedules |
|---|
(a) The following financial statements, financial statement schedules and exhibits are filed as a part of this report:
Financial Statements. Chesapeake's consolidated financial statements are included in Item 8 of Part II of this report. Reference is made to the accompanying Index to Financial Statements.
Financial Statement Schedules. No financial statement schedules are applicable or required.
Exhibits. The exhibits listed below in the Index of Exhibits are filed, furnished or incorporated by reference pursuant to the requirements of Item 601 of Regulation S-K.
INDEX OF EXHIBITS
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · SEC FileNumber · Exhibit · Filing Date · Filed orFurnishedHerewith | |||||
| 2.1 | Fifth Amended Joint Plan of Reorganization of Chesapeake Energy Corporation and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (Exhibit A of the Confirmation Order). | 8-K | 001-13726 | 2.1 | 1/19/2021 |
| 2.2 | Agreement and Plan of Merger, dated as of August 10, 2021, by and among Chesapeake Energy Corporation, Hannibal Merger Sub, Inc., Hannibal merger Sub, LLC, Vine Energy Inc. and Vine Energy holdings LLC. | 8-K | 001-13726 | 2.1 | 8/11/2021 |
| 2.3 | Partnership Interest Purchase Agreement by and among The Jan & Trevor Rees-Jones Revocable Trust, Rees-Jones Family Holdings, LP, Chief E&D Participants, LP, and Chief E&D (GP) LLC (collectively, as Sellers) and Chesapeake Energy Corporation and its affiliates, dated as of January 24, 2022. | 10-K | 001-13726 | 10.36 | 2/24/2022 |
| 2.4 | Membership Interest Purchase Agreement by and among Radler 2000 Limited Partnership and Tug Hill, Inc., together as Sellers, and Chesapeake Energy Corporation and its affiliates, dated as of January 24, 2022. | 10-K | 001-13726 | 10.37 | 2/24/2022 |
| 2.5 | Membership Interest Purchase Agreement by and among Radler 2000 Limited Partnership and Tug Hill, Inc., together as Sellers, and Chesapeake Energy Corporation and its affiliates, dated as of January 24, 2022. | 10-K | 001-13726 | 10.38 | 2/24/2022 |
| 2.6* | Agreement and Plan of Merger, dated as of January 10, 2024, among Chesapeake Energy Corporation, Hulk Merger Sub, Inc., Hulk LLC Sub, LLC, and Southwestern Energy Corporation | 8-K | 001-13726 | 2.1 | 1/11/2024 |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Chesapeake Energy Corporation. | 8-K | 001-13726 | 3.1 | 2/9/2021 |
| 3.2 | Second Amended and Restated Bylaws of Chesapeake Energy Corporation. | 8-K | 001-13726 | 3.2 | 2/9/2021 |
| 3.3 | Certificate of Elimination of Series B Preferred Stock of Chesapeake Energy Corporation. | 10-K | 001-13726 | 3.3 | 3/1/2021 |
| 4.1 | Description of Securities. | 8-A | 001-13726 | N/A | 2/9/2021 |
| 10.1 | Restructuring Support Agreement, dated June 28, 2020. | 8-K | 001-13726 | 10.1 | 6/29/2020 |
| 10.2 | Backstop Commitment Agreement, dated June 28, 2020 (Exhibit 4 to the Restructuring Support Agreement). | 8-K | 001-13726 | 10.1 | 6/29/2020 |
| 10.3 | Registration Rights Agreement, dated as of February 9, 2021, by and among Chesapeake Energy Corporation and the other parties signatory thereto. | 8-K | 001-13726 | 10.2 | 2/9/2021 |
| 10.4 | Class A Warrant Agreement, dated as of February 9, 2021, between Chesapeake Energy Corporation and Equiniti Trust Company. | 8-K | 001-13726 | 10.3 | 2/9/2021 |
| 10.5 | Class B Warrant Agreement, dated as of February 9, 2021, between Chesapeake Energy Corporation and Equiniti Trust Company. | 8-K | 001-13726 | 10.4 | 2/9/2021 |
| 10.6 | Class C Warrant Agreement, dated as of February 9, 2021, between Chesapeake Energy Corporation and Equiniti Trust Company. | 8-K | 001-13726 | 10.5 | 2/9/2021 |
| 10.7 | Form of Indemnity Agreement. | 8-K | 001-13726 | 10.6 | 2/9/2021 |
| 10.8† | Chesapeake Energy Corporation 2021 Long Term Incentive Plan. | 8-K | 001-13726 | 10.7 | 2/9/2021 |
| 10.9 | Purchase Agreement, dated as of February 2, 2021, by and among Chesapeake Escrow Issuer LLC, and Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, as representatives of the purchasers signatory thereto, with respect to 5.5% Senior Notes due 2026 and 5.875% Senior Notes due 2029. | 10-K | 001-13726 | 10.10 | 3/1/2021 |
| 10.10 | Indenture dated as of February 5, 2021, among Chesapeake Escrow Issuer LLC, as issuer, the guarantors signatory thereto, and Deutsche Bank Trust Company Americas, as Trustee, with respect to 5.5% Senior Notes due 2026 and 5.875% Senior Notes due 2029. | 10-K | 001-13726 | 10.11 | 3/1/2021 |
| 10.11 | Joinder Agreement, dated as of February 9, 2021, by and among Chesapeake Energy Corporation and the Guarantors party thereto, with respect to 5.5% Senior Notes due 2026 and 5.875% Senior Notes due 2029. | 10-K | 001-13726 | 10.12 | 3/1/2021 |
| 10.12 | First Supplemental Indenture, dated as of February 9, 2021, by and among Chesapeake Energy Corporation, the Guarantors signatory thereto, and Deutsche Bank Trust Company Americas, as Trustee, with respect to 5.5% Senior Notes due 2026 and 5.875% Senior Notes due 2029. | 10-K | 001-13726 | 10.13 | 3/1/2021 |
| 10.13† | Amendment to the Chesapeake Energy Corporation 2021 Long Term Incentive Plan. | 8-K | 001-13726 | 10.3 | 4/27/2021 |
| 10.14† | Form of Incentive Agreement between Executive Vice President / Senior Vice President and Chesapeake Energy Corporation. | 10-K/A | 001-13726 | 10.14 | 4/30/2021 |
| 10.15† | Form of Executive/Employee Restricted Stock Unit Award Agreement for 2021 Long Term Incentive Plan. | 10-K | 001-13726 | 10.18 | 2/24/2022 |
| 10.16† | Form of Non-Employee Director Restricted Stock Unit Award Agreement for 2021 Long Term Incentive Plan. | 10-Q | 001-13726 | 10.9 | 5/13/2021 |
| 10.17† | Form of Performance Share Unit Award (Absolute TSR) for 2021 Long Term Incentive Plan | 10-Q | 001-13726 | 10.10 | 8/10/2021 |
| 10.18† | Form of Performance Share Unit Award (Relative TSR) for 2021 Long Term Incentive Plan | 10-Q | 001-13726 | 10.11 | 8/10/2021 |
| 10.19† | Chesapeake Energy Corporation Executive Severance Plan | 8-K | 001-13726 | 10.1 | 10/12/2021 |
| 10.20† | Form of Participation Agreement pursuant to Chesapeake Energy Corporation Executive Severance Plan | 8-K | 001-13726 | 10.2 | 10/12/2021 |
| 10.21† | Executive Chairman Agreement by and between Michael Wichterich and Chesapeake Energy Corporation, dated October 11, 2021 | 8-K | 001-13726 | 10.4 | 10/12/2021 |
| 10.22† | Second Amendment to the Chesapeake Energy Corporation 2021 Long Term Incentive Plan. | 8-K | 001-13726 | 10.3 | 10/12/2021 |
| 10.23 | Supplemental Indenture, dated as of November 2, 2021, by and among Chesapeake Energy Corporation, the guarantors party thereto and Wilmington Trust, National Association, as Trustee. | 8-K | 001-13726 | 4.1 | 11/2/2021 |
| 10.24 | Supplemental Indenture, dated as of November 2, 2021, by and among Chesapeake Energy Corporation, the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee. | 8-K | 001-13726 | 4.2 | 11/2/2021 |
| 10.25 | Registration Rights Agreement dated March 9, 2022, by and among the Company and The Jan & Trevor Rees-Jones Revocable Trust, Rees-Jones Family Holdings, LP, Chief E&D Participants, LP, and Chief E&D (GP) LLC. | 8-K | 001-13726 | 10.1 | 3/9/2022 |
| 10.26 | Registration Rights Agreement dated March 9, 2022, by and among the Company and Radler 2000 Limited Partnership. | 8-K | 001-13726 | 10.2 | 3/9/2022 | |
| 10.27 | Form of Dealer Manager Agreement in connection with exchange offers for Warrants. | S-4 | 333-266961 | 10.34 | 8/18/2022 | |
| 10.28 | Form of Tender and Support Agreement, dated September 12, 2022, in connection with exchange offers for Warrant. | S-4/A | 333-266961 | 10.35 | 9/12/2022 | |
| 10.29 | Credit Agreement, dated as of December 9, 2022, among Chesapeake Energy Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto. | 8-K | 001-13726 | 10.1 | 12/12/2022 | |
| 10.30† | Form of Chesapeake Energy Corporation Executive Letter Agreement | 8-K | 001-13726 | 10.1 | 1/11/2024 | |
| 21 | Subsidiaries of Chesapeake Energy Corporation. | X | ||||
| 23.1 | Consent of PricewaterhouseCoopers LLP. | X | ||||
| 23.2 | Consent of PricewaterhouseCoopers LLP. | X | ||||
| 23.3 | Consent of Netherland, Sewell & Associates, Inc. | X | ||||
| 31.1 | Domenic J. Dell’Osso, Jr., President and Chief Executive Officer, Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Mohit Singh, Executive Vice President and Chief Financial Officer, Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1 | Domenic J. Dell’Osso, Jr., President and Chief Executive Officer, Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.2 | Mohit Singh, Executive Vice President and Chief Financial Officer, Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 95.1 | Mine Safety Disclosure Exhibit | X | ||||
| 97.1 | Chesapeake Energy Corporation Clawback Policy | X | ||||
| 99.1 | Audit Letter of Netherland, Sewell & Associates, Inc. | X | ||||
| 101 INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | ||||
| 101 SCH | Inline XBRL Taxonomy Extension Schema Document. | X | ||||
| 101 CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X |
| 101 DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X |
| 101 LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. | X |
| 101 PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X |
| 104 | Cover Page Interactive Data file (formatted as Inline XBRL and contained in Exhibit 101). | X |
| * | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC. | |
| † | Management contract or compensatory plan or arrangement. | |
| PLEASE NOTE: Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed or incorporated by reference the agreements referenced above as exhibits to this Annual Report on Form 10-K. The agreements have been filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about Chesapeake Energy Corporation or its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in our public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about Chesapeake Energy Corporation or its business or operations on the date hereof. | ||
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