Filing Details
- Accession Number:
- 0001181431-11-035546
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2011-06-07 18:27:54
- Reporting Period:
- 2011-06-06
- Filing Date:
- 2011-06-07
- Accepted Time:
- 2011-06-07 18:27:54
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1328650 | Bronco Drilling Company Inc. | BRNC | Drilling Oil & Gas Wells (1381) | 202902156 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
895126 | Chesapeake Energy Corp | 6100 North Western Avenue Oklahoma City OK 73118 | No | No | Yes | No | |
949553 | Chesapeake Operating Inc | 6100 North Western Avenue Oklahoma City OK 73118 | No | No | Yes | No | |
1141205 | Nomac Drilling Llc | 6100 North Western Avenue Oklahoma City OK 73118 | No | No | Yes | No | |
1518462 | Nomac Acquisition, Inc. | 6100 North Western Avenue Oklahoma City OK 73118 | No | No | Yes | No | |
1522031 | Chesapeake Oilfield Services Llc | 6100 North Western Avenue Oklahoma City OK 73118 | No | No | Yes | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock, Par Value $0.01 Per Share | Acquisiton | 2011-06-06 | 24,278,257 | $11.00 | 24,278,257 | No | 4 | P | Indirect | See Footnote |
Common Stock, Par Value $0.01 Per Share | Acquisiton | 2011-06-06 | 63,550,899 | $11.00 | 87,829,156 | No | 4 | P | Indirect | See Footnote |
Common Stock, Par Value $0.01 Per Share | Acquisiton | 2011-06-06 | 4,521,802 | $11.00 | 1,000 | No | 4 | P | Indirect | See Footnote |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | P | Indirect | See Footnote |
No | 4 | P | Indirect | See Footnote |
No | 4 | P | Indirect | See Footnote |
Footnotes
- This form is a joint filing by Chesapeake Energy Corporation ("Chesapeake"), Chesapeake Operating, Inc., a direct wholly owned subsidiary of Chesapeake ("Operating"), Chesapeake Oilfield Services, L.L.C. ("Oilfield"), a direct wholly owned subsidiary of Operating, Nomac Drilling, L.L.C., a direct wholly owned subsidiary of Oilfield ("Drilling") and Nomac Acquisition Inc., a direct wholly owned subsidiary of Drilling ("Nomac").
- Shares of Common Stock, par value $0.01 per share (the "Shares"), of Bronco Drilling Company, Inc. ("Bronco") acquired pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of April 14, 2011 and amended as of May 17, 2011 (as so amended, the "Merger Agreement"), by and among Chesapeake, Nomac and Bronco (such tender offer, the "Offer").
- Shares were held by Nomac. As Nomac is an indirect wholly owned subsidiary of Chesapeake, Operating and Oilfield and a direct wholly owned subsidiary of Drilling, each of Chesapeake, Operating, Oilfield and Drilling may be deemed to have acquired indirect beneficial ownership of the Shares.
- Shares acquired pursuant to the exercise of "top-up" option to purchase additional shares from Bronco, at $11.00 per share, under the terms of the Merger Agreement.
- Reflects all of the outstanding shares of Bronco Drilling Company, Inc. not tendered in the Offer, which may be deemed to have been acquired by Chesapeake and Nomac pursuant to the consummation of the Merger (as defined below).
- Following the exercise of the "top-up" option, Nomac was merged with and into Bronco, with Bronco surviving the Merger as an indirect wholly owned subsidiary of Chesapeake pursuant to a "short-form merger" under Delaware law (the "Merger"). At the effective time of the Merger, all of Bronco's previously outstanding stock held by the registrants were canceled. Prior to the Merger, Drilling directly held, and therefore Chesapeake, Operating and Oilfield may be deemed to have indirectly held, 1,000 shares of Nomac, which represented all of the issued and outstanding capital stock of Nomac. At the effective time of the Merger, each share of Nomac was converted into a share of the surviving company's stock.