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Chesapeake Energy and WildHorse Resource Development Corporation Announce Preliminary Results for Election of Form of Merger Consideration

Chesapeake Energy

Chesapeake Energy Corporation and WildHorse Resource Development Corporation jointly announced today the preliminary results of the elections made by holders of shares of WildHorse’s common stock regarding the form of merger consideration to be received in connection with Chesapeake’s pending acquisition of WildHorse.

As announced on October 30, 2018, Chesapeake and WildHorse entered into a definitive merger agreement under which Chesapeake would acquire WildHorse. At the election of each WildHorse common stockholder, the consideration would consist of either 5.989 shares of Chesapeake common stock (the “share consideration”) or a combination of 5.336 shares of Chesapeake common stock and $3.00 in cash (the “mixed consideration”), in exchange for each share of WildHorse common stock. The transaction is expected to close on or about February 1, 2019. The deadline for holders of shares of WildHorse’s common stock to elect the form of consideration to be received in connection with the transaction was 5:00 p.m. Eastern Time, on January 30, 2019 (the “Election Deadline”).

As of January 30, 2019, there were approximately 134,195,914 shares of WildHorse common stock outstanding, including the WildHorse preferred stock on an as-converted basis. Based on available information as of the Election Deadline, the preliminary merger consideration election results are as follows:

  • Holders of approximately 5.3% of the outstanding shares of WildHorse common stock, or 7,173,387 WildHorse shares, elected to receive the share consideration. Pursuant to the definitive merger agreement, this amount includes holders of WildHorse’s common stock who failed to make an election and are deemed to have elected to receive the share consideration.
  • Holders of approximately 94.7% of the outstanding shares of WildHorse common stock, or 127,022,527 WildHorse shares, elected to receive mixed consideration.

In connection with Chesapeake’s pending acquisition of WildHorse, certain WildHorse stockholders including investment funds managed by NGP Energy Capital Management, LLC and an affiliate of Carlyle Group Management LLC, entered into voting and support agreements. The WildHorse stockholders who entered into voting and support agreements irrevocably elected to receive the mixed consideration with respect to their WildHorse common stock, including the WildHorse common stock into which WildHorse preferred stock is convertible.

After the final results of the election process are determined, the final merger consideration will be calculated in accordance with the terms of the merger agreement. No fractional shares of Chesapeake common stock will be issued in the merger, and WildHorse stockholders will receive cash in lieu of any fractional shares of Chesapeake common stock.

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