Chesapeake Energy : Material Event Form 8 K

Item 8.01.

Other Information.

As previously announced, on January 10, 2024, Chesapeake Energy Corporation ("Chesapeake") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Southwestern Energy Company ("Southwestern"), Hulk Merger Sub, Inc., ("Merger Sub Inc"), and Hulk LLC Sub, LLC, each a wholly owned subsidiary of Chesapeake, pursuant to which, upon the terms and subject to the conditions of the Merger Agreement, Merger Sub Inc will merge with and into Southwestern (the "Merger"), with Southwestern surviving the Merger as a wholly owned subsidiary of Chesapeake. In connection with the Merger, Chesapeake filed a Registration Statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") that also constitutes a prospectus of Chesapeake common stock. The Registration Statement was declared effective on May 17, 2024, at which time Chesapeake filed a final prospectus and Southwestern filed a definitive proxy statement. Chesapeake and Southwestern commenced mailing of the definitive joint proxy statement/prospectus (the "Proxy Statement/Prospectus") to their respective shareholders on or about May 17, 2024.

In connection with the Merger Agreement and the transactions contemplated thereby, four complaints have been filed by purported Chesapeake stockholders or Southwestern stockholders against Chesapeake, Southwestern, and/or members of each company's board of directors in New York federal and state courts. The four complaints are captioned as follows: Gerald Joseph Lovoi v. Chesapeake Energy Corporation et al., Robert Jones v. Southwestern Energy Company et al., Jeffrey Schantz v. Gass et al., and Steve Taylor v. Southwestern Energy Company et al., which Chesapeake and Southwestern refer to collectively as the "Stockholder Actions". In general, the Stockholder Actions allege that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), breached their fiduciary duties, or were negligent in mispresenting or omitting material facts under Florida common law, because the Proxy Statement/Prospectus allegedly omits or misstates material information. The Stockholder Actions seek, among other things, injunctive relief preventing the consummation of the Merger, unspecified damages and attorneys' fees.

In addition to these lawsuits, several purported stockholders of Chesapeake and Southwestern have sent demand letters alleging similar deficiencies regarding the disclosures made in the Proxy Statement/Prospectus.

Chesapeake believes that the disclosures set forth in the Proxy Statement/Prospectus comply fully with applicable law and exchange rules, that no further disclosure beyond that already contained in the Proxy Statement/Prospectus is required under applicable law or exchange rules, and that the allegations asserted in the complaints and demand letters are entirely without merit. However, in order to moot these disclosure claims, to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Merger, and without admitting any culpability, liability or wrongdoing and without admitting the relevance or materiality of such disclosures, Chesapeake is voluntarily supplementing the Proxy Statement/Prospectus with the supplemental disclosures set forth below (the "Supplemental Disclosures"). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Chesapeake specifically denies all allegations in the demand letters or the complaints that any additional disclosure was or is required. To the extent that the information set forth herein differs from or updates information contained in the Proxy Statement/Prospectus, the information set forth herein shall supersede or supplement the information in the Proxy Statement/Prospectus. All page references are to pages in the Proxy Statement/Prospectus, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement/Prospectus. For clarity, new text within restated paragraphs from the Proxy Statement/Prospectus is highlighted with bold, underlined text, while deleted text is bold and stricken-through.

The members of the Chesapeake board unanimously recommend that Chesapeake stockholders vote "FOR" the stock issuance proposal, "FOR" the Advisory Chesapeake Compensation Proposal and "FOR" the Chesapeake adjournment proposal.