CHESAPEAKE ENERGY CORPORATION Item 8.01 Other Events.
The Marcellus Acquisition included the transactions contemplated by the Partnership Interest Purchase Agreement (the "Chief Agreement") datedJanuary 24, 2022 , by and among the Company, its wholly owned subsidiaryChesapeake Appalachia, L.L.C. , anOklahoma limited liability company ("Appalachia" and together with the Company, the "Purchasers") andThe Jan & Trevor Rees-Jones Revocable Trust , aTexas revocable trust ("Rees-Jones Trust "),Rees-Jones Family Holdings, LP , aTexas limited partnership ("Rees-Jones Holdings "), Chief E&D Participants, LP, aTexas limited partnership ("Chief Participants" and together withRees-Jones Trust andRees-Jones Holdings , the "Chief LPs"), and Chief E&D (GP) LLC, aTexas limited liability company ("Chief GP" and together with the Chief LPs, the "Chief Sellers"). The Marcellus Acquisition also included the transactions contemplated by the Membership Interest Purchase Agreements datedJanuary 24, 2022 (the "Radler/Tug Hill Agreements") by and among the Purchasers and Radler 2000 Limited Partnership, aTexas limited partnership ("R2KLP") andTug Hill Inc. , aNevada corporation ("THI" and together with R2KLP, the "Radler/Tug Hill Sellers "). The Chief Sellers and the Radler /Tug Hill Sellers are referred to herein as the "Sellers".
Included in this filing as Exhibit 99.4 are the historical audited consolidated financial statements of the Chief Sellers for the periods described in Item 9.01(a) below, the notes related thereto and the report of an independent auditor.
Included in this filing as Exhibit 99.5 are the historical audited statements of revenues and direct operating expenses of the Radler Sellers for the periods described in Item 9.01(a) below, the notes related thereto and the report of an independent auditor. Included in this filing as Exhibit 99.6 are the historical audited statements of revenues and direct operating expenses of the Tug Hill Sellers for the periods described in Item 9.01(a) below, the notes related thereto and the report of an independent auditor. Included in this filing as Exhibit 99.7 is the unaudited pro forma financial information of the Company giving effect to the Marcellus Acquisition for the year endedDecember 31, 2021 and the three months endedMarch 31, 2022 . The unaudited pro forma financial information gives effect to certain pro forma events related to the Marcellus Acquisition and related transactions, and has been presented for informational purposes only. It does not purport to present the actual, or project the future financial position or operating results of the Company following the Marcellus Acquisition. --------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
Audited consolidated financial statements of the Chief Sellers comprised of the consolidated balance sheet as ofDecember 31, 2021 and the related consolidated statements of operations, changes in partners' capital, and cash flows for the year then ended, and the related notes to the financial statements, are included in this filing as Exhibit 99.4 to this Current Report on Form 8-K/A. Audited financial statements of the Radler/Tug Hill Sellers comprised of the historical audited statements of revenues and direct operating expenses for the year endedDecember 31, 2021 , are included in this filing as Exhibit 99.5 and Exhibit 99.6 to this Current Report on Form 8-K/A.
(b) Pro Forma Financial Information
The unaudited pro forma combined statements of operations (the "pro forma statements of operations") have been derived from the historical consolidated financial statements of Chesapeake,Vine Energy Inc. ("Vine"), and the Sellers, as well as the pro forma financial information included in Chesapeake's Final Prospectus filed pursuant to Rule 424(b)(3) datedJanuary 6, 2022 and Vine's Final Prospectus filed pursuant to Rule 424(b)(4) filed onMarch 19, 2021 , which give effect to Chesapeake's previously announced acquisition of Vine (the "Vine Acquisition") and the related acquisition by Vine of interests inVine Oil & Gas , Vine Oil & Gas GP, Brix, Brix GP, Harvest and Harvest GP, respectively. Certain of the Sellers' and Vine's historical amounts have been reclassified to conform to Chesapeake's financial statement presentation. The pro forma statements of operations for the year endedDecember 31, 2021 and the three months endedMarch 31, 2022 , give effect to the Marcellus Acquisition, the Vine Acquisition and Chesapeake's emergence from bankruptcy as if these transactions had been completed onJanuary 1, 2021 . The supplemental pro forma oil and natural gas reserves information as ofDecember 31, 2021 gives effect to the Marcellus Acquisition as if the Marcellus Acquisition had been completed onJanuary 1, 2021 . The pro forma financial information, and the related notes thereto, required to be filed under Item 9.01 of this Current Report on Form 8-K/A are included in this filing as Exhibit 99.7 to this Current Report on Form 8-K/A. --------------------------------------------------------------------------------
(c) Exhibits.
Exhibit No. Document Description
23.1 * Consent of Grant Thornton LLP , independent auditors of Chief E&D Holdings,
LP.
23.2 * Consent of Whitley Penn LLP , independent auditors of Radler 2000 LP
23.3 * Consent of Whitley Penn LLP , independent auditors
of
23.4 * Consent of Netherland, Sewell & Associates, Inc.
99.1 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 ofJanuary 24, 2022 (Incorporated by reference to Exhibit 10.36 to the Company's Annual Report on Form 10-K filed with theSecurities and Exchange Commission onFebruary 24, 2022 ). 99.2 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
by reference to Exhibit 10.37 to the Company's Annual Report on Form 10-K
filed with the Securities and Exchange Commission on
99.3 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
by reference to Exhibit 10.38 to the Company's Annual Report on Form 10-K
filed with the Securities and Exchange Commission on
99.4 * Audited Historical Consolidated Financial Statements and Related Notes of
Chief E&D Holdings, LP as of and for the year
ended
99.5 * Audited statements of revenues and direct operating expenses of the Radler
Sellers for the year ended December 31, 2021 .
99.6 * Audited statements of revenues and direct operating expenses of the Tug Hill
Sellers for the year ended December 31, 2021 .
99.7 * Unaudited Pro Forma Condensed Combined FinancialInformation for the three
months ended March 31, 2022 and the year ended
104.0 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Filed herewith
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