Chesapeake Energy Corp. (NYSE: CHK) filed a Form 10 with the U.S. Securities and Exchange Commission (SEC) on Monday morning with preliminary information regarding a spin-off of the company’s wholly owned Chesapeake Oilfield Services business into a new stand-alone company to be named Seventy Seven Energy Inc. (SSE). The transaction requires the approval of Chesapeake’s board but no shareholder vote. Chesapeake Energy plans to distribute 100% of the shares in SSE.
Chesapeake Energy has unloaded some $11 billion in assets over the past two years as the company tries to get a handle on its long-term debt. In late February the company announced the sale of additional midstream assets for $520 million. The immediate impact on Chesapeake’s bottom line from the proposed spin-off and the earlier sale will be to help close a funding gap of about $1 billion in the company’s 2014 budget.
Under terms of the spin-off, Chesapeake Energy shareholders will receive one share of SSE stock for every yet to be determined number of Chesapeake Energy stock they own as of the unspecified record date. The spin-off would be structured to be tax-free to existing Chesapeake Energy shareholders. Seventy Seven Energy is expected to trade on the NYSE under the ticker symbol SSE.
As of December 31, SSE’s total capitalization was $1.6 billion, including $650 million in senior notes due in 2019 and other long-term liabilities of about $4 million.
In 2013, SSE’s revenues totaled nearly $2.2 billion and the company posted a net loss of $19.74 million. Operating income totaled $28.4 million. On an adjusted basis, the company had $368.6 million in EBITDA, down from $439.2 million in 2012.
Chesapeake Energy shares were up about 0.8% at $25.23 in early trading Monday. The stock’s 52-week range is $18.21 to $29.06.
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