EXEExpand Energy

Please clarify your disclosure about the persons involved in negotiations or other activities. For example, where the disclosure refers to the Southwestern or Chesapeake Boards, or to Southwestern and Chesapeake management teams, or to the executive management of either or certain members of executive management of either, or to advisors of such bodies, please clarify which individuals in those bodies were present

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for the meeting or other activity and/or which advisor was present.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 82 to 99 of the Amended Registration

Statement to further clarify the persons involved. Read in the reply ↗

We note your reference to synergies considered by each of the Boards of Chesapeake and Southwestern throughout the negotiation, and under the sections for "Recommendation" of the Chesapeake and Southwestern Boards' and their "Reasons for the Merger." If there are both "Chesapeake Management Synergies Estimates" disclosed on page 112 and "Southwestern Projections Synergies" referenced in its advisors fairness opinion

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and used in various analyses, please disclose which synergy projection each Board relied on in making its recommendation, and which synergy projections are used in the "Southwestern Pro Forma Forecasted Financial Information" on page 110.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 102, 107, 111 and 113 of the Amended Registration Statement to clarify which synergy projections each Board and advisor relied on in their respective determinations and analyses.

Chesapeake Management Synergies Estimate, Read in the reply ↗

You disclose that Chesapeake management estimated capital synergies at an annual runrate of $290 million and after-tax P&L synergies of $167 million (with an assumed annual cash tax rate of 13%), in each case phased-in 31% in 2024, 73% in 2025 and 100% in all years thereafter.

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Please discuss how these synergy projections compare to (i) disclosure on page 99 that Chesapeake believes that the Merger is expected to result in significant synergies of approximately "$400 million annually" and (ii) slide 9 of the "Investor Presentation" from January 11, 2024 filed as Exhibit 99.1 to a Form 8-K on that same day by Southwestern which provides a breakdown of $400 million in annual pro forma synergies among "Corporate and Regional costs," "D&C Cost Savings," and "Other

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company’s management prepared estimates of capital and P&L synergies, which were projected to be phased in over time through 2026. These projected synergies were shared with Evercore, and in connection with its financial analyses, Evercore utilized the midpoint of the synergies estimated by Chesapeake management as follows: capital synergies at an annual run-rate of $290 million and after-tax P&L synergies of $167 million (with an assumed annual cash tax rate of 13%), which Chesapeake believed to be

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achievable.

The approximate $400 million per year of aggregate pro forma synergies referenced in the Company’s “Investor Presentation” from January 11, 2024 (the “Investor Presentation”) is an approximation of the synergies estimated by the Company’s management and is comprised of the same categories of synergies provided to and utilized by Evercore. For purposes of communicating with investors with respect to the potential synergies of the transaction, including in the Investor Presentation, the Company disclosed an aggregate synergies number below the midpoint, largely in recognition of the potential occurrence of certain risk factors that could prevent the full estimated amount of synergies from being realized or delay the timing of such realization, including the risk factors identified in the Registration Statement in “Risk Factors—Risk

Factors Relating to the Combined Company Following the Merger—The synergies attributable to the Merger may vary from expectations”.

The Company believes that the difference between the aggregate synergies midpoint utilized by Evercore and aggregate synergies estimate presented in the Investor Presentation is immaterial to shareholders in considering the proposals included in the joint proxy statement/prospectus included in the Registration Statement.

The

Company has revised its disclosures on page 113 of the Amended Registration Statement to clarify that Evercore’s evaluation of the fairness of the Exchange Ratio assumed certain amounts of synergies within a range of estimated synergies prepared by Chesapeake’s management.

Read in the reply ↗

We note that in rendering the opinion and performing its related financial analyses, Goldman Sachs discloses that it reviewed certain operating synergies projected by the management of Southwestern to result from the transaction (referred to in this section as “Southwestern Projections Synergies”).

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Such synergy projections appear used in both the "Illustrative Discounted Cash Flow Analysis — Pro Forma Combined Company" analysis and the "Illustrative Present Value of Future Share Price Analysis — Pro Forma Combined Company" analysis. Please disclose the Southwestern Projections Synergies shared with and used in various Goldman Sachs' analyses.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 107, 111, and 124 of the Amended Registration Statement to disclose the synergies prepared by Southwestern and approved for use by Goldman Sachs in their analyses under the Sections titled “Southwestern Management Read in the reply ↗

You disclose on page 24 and elsewhere that directors of the combined company will be a mix of directors selected by Chesapeake and Southwestern and that management of Chesapeake following the completion of the Merger will include officers and other key employees from Chesapeake and Southwestern. Please revise to identify each person who will serve as a director or an executive officer of the combined company.

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With respect to each person who will serve as a director or executive officer of the registrant, please also provide the information required by Item 19(a)(7) of Form S-4. To the extent that you intend to incorporate any such information by reference, we note that your registration statement incorporates by reference the Form 10-Ks for Chesapeake and Southwestern for the fiscal year ended December 31, 2023. Chesapeake's Form 10-K in turn incorporates by reference certain Part III information from a definitive proxy statement that you have not yet filed, and Southwestern's 10-K provides that the information required will be filed as an amendment to its Form 10-K within 120 days after the end of its fiscal year. If you intend to incorporate by reference the information required by Item 19(a)(7) of Form S-4, please be advised that we cannot accelerate the effective date of your registration statement until you and Southwestern Energy have either filed the definitive proxy statement or included the officer and director information in the Forms 10-K. For guidance, please refer to Question 123.01 of the Securities Act Forms Compliance and Disclosure Interpretations.

In response to the Staff’s comment, the Company has revised the disclosure on pages 7, 24, 53, 103, 142 and 147 of the Amended Registration

Statement to include the names of the individuals named by Southwestern who we expect will serve as directors of the combined company. The Company respectfully acknowledges the Staff’s comment regarding the identity of the individuals who will serve as executive officers of the combined company, and the information required by Item 18(a)(7) of Form S-4, and advises that Staff that the Company intends to incorporate by reference the information required

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by Item 18(a)(7) of Form S-4 and will file its definitive proxy statement, and

Southwestern will file an amendment to its Form 10-K, before the Company requests effectiveness of the Registration Statement.

Following such filings, the Company will file a pre-effective amendment to the Registration Statement incorporating the required information and the Company’s definitive proxy statement and Southwestern’s Form 10-K/A by reference. Additionally, the Company intends to name the individuals that will serve as executive officers of the combined company by pre-effective amendment to the Registration Statement, to the extent they are known at such time.

* * *

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at 713.546.7415 with any questions or comments regarding this correspondence.

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We note that in response to comments 3 and 4 you revised to disclose the Southwestern Management Synergies Estimates on page 107 that were prepared by Southwestern and approved for use by Goldman Sachs in their analyses, and revised your disclosure about Chesapeake Management Synergies Estimates on page 113 to disclose that Evercore utilized the midpoint of the synergies estimated by Chesapeake management disclosed

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thereunder. Please also disclose any material assumptions underlying each of the Southwestern and Chesapeake management synergy estimates.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 113 and 115 of the Amended Registration Statement.

* * *

We hope the foregoing answer is responsive to your comment. Please do not hesitate to contact me by telephone at 713.546.7415 with any questions or comments regarding this correspondence. Read in the reply ↗

We note that your discussion of the results of operations compares the year ended December 31, 2022 with the combined 2021 Successor and Predecessor periods. Your discussion is also supplemented with various tables that combine the 2021 Successor and Predecessor periods that contain the heading "Non-GAAP combined." Please revise your disclosures to eliminate any discussions and tables that present this combined

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information. We do not believe such a presentation is appropriate as the Predecessor and Successor financial statements are those of different reporting entities, prepared using a different basis of accounting, and are not comparable. Please refer to the guidance in FASB ASC 852-10-45-26 and 45-27.

The Company respectfully acknowledges the Staff’s comment. While the Company believes the presentation of certain key performance indicators on a combined basis, such as combined operating revenues and expenses, provides meaningful comparisons to other periods and is useful to investors in understanding operations trends, in accordance with FASB ASC 852-10-45-26 and 45-27, the Company will cease presenting financial information on a combined basis for Successor and Predecessor periods in future filings, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Read in the reply ↗

Revise your disclosure of the non-GAAP measure, Adjusted Gross Margin by Operating Area, to provide a reconcilation of these measures on an operating area basis to their most directly comparable GAAP measure as required by Item 10(e)(i)(1)(b) of Regulation S-K.

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Please identify Adjusted Gross Margin by Operating Area as a non-GAAP measure under your Non-GAAP Measures section presented on page 61 and provide all relevant disclosures required by Item 10(e) of Regulation S-K.

The Company respectfully acknowledges the Staff’s comment. In future filings, if the Company presents Adjusted Gross Margin by Operating Area, the Company will provide (i) a reconciliation of these measures on an operating area basis to their most directly comparable GAAP measure as required by Item 10(e)(1)(i)(b) of Regulation S-K and (ii) all other relevant disclosures required by Item 10(e) of Regulation S-K. Read in the reply ↗

Consistent with the comment above, revise your disclosure of the non-GAAP measure, Adjusted Gross Margin by Operating Area, to provide a reconcilation of these measures on an operating area basis to their most directly comparable GAAP measure as required by Item 10(e)(i)(1)(b) of Regulation S-K.

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Please identify Adjusted Gross Margin by Operating Area as a non-GAAP measure under your Non-GAAP Measures section presented on page 8 and provide all relevant disclosures required by Item 10(e) of Regulation S-K.

The Company respectfully acknowledges the Staff’s comment. In future filings and in future earnings releases furnished pursuant to Item 2.02 of Form 8-K, if the Company presents Adjusted Gross Margin by Operating Area, the Company will provide (i) a reconciliation of these measures on an operating area basis to their most directly comparable GAAP measure as required by Item 10(e)(1)(i)(b) of Regulation S-K and (ii) all other relevant disclosures required by Item 10(e) of Regulation S-K. Read in the reply ↗

We refer you to page 9. Please revise the net income per share amounts after adjustments that are presented alongside Adjusted net income (Non-GAAP) to be labeled as non- GAAP earnings per share. Additionally, please identify this non-GAAP per share measure in your discussion on page 8 and provide all required disclosures under Item 10(e) of

The Company respectfully acknowledges the Staff’s comment. In future earnings releases furnished pursuant to Item 2.02 of Form 8-K, the Company will revise its “Non-GAAP Financial Measures” discussion to clearly identify Adjusted Diluted Earnings Per Common Share as a non-GAAP financial measure and provide all required disclosures for this measure under Item 10(e) of Regulation S-K.

In future earnings releases furnished pursuant to Item 2.02 of Form 8-K, the Company will also revise its reconciliation tables to provide separate tables reconciling (i) Adjusted Net Income to Net Income (Loss)

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Available to Common Stockholders and (ii) Adjusted Diluted Earnings Per Common Share to Earnings (Loss) Per Common Share. An example of our proposed disclosure is set forth in Exhibit A to this letter.

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We refer you to page 11 and the reconciliation of Adjusted free cash flow (non-GAAP). Please tell us the nature of the adjustment free cash flow associated with assets under contract and your consideration of Question 100.01 of the Compliance Disclosure & Interpretations issued by the Division of Corporation Finance.

The Company respectfully acknowledges the Staff’s comment. Adjusted Free Cash Flow is a liquidity measure used to determine the Company’s quarterly variable dividend.

In March and April of 2023, the Company closed two divestitures of certain Eagle Ford assets. Due to the structure of the Eagle Ford divestitures, both of which had an effective date of October 1, 2022, the cash generated by the assets under contract and divested assets was delivered to the respective buyers through a reduction in the proceeds received by the Company at the closing of each transaction.

The Company believes

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that excluding from Adjusted Free Cash Flow the cash that was to be provided to the respective buyers of the Eagle Ford assets was appropriate to reflect the economic impact of the effective date of the transactions and is consistent with the guidance in Question 100.01 of the Compliance & Disclosure Interpretations. Not doing so would have been misleading, since it would have overstated the cash available for distribution to the Company’s shareholders.

In the future, when the Company discloses Adjusted Free Cash Flow, it will include additional, clarifying disclosure to more specifically discuss the adjustments associated with assets under contract and divested assets for the two Eagle Ford transactions and any similar transactions that may take place in the future.

* * * * *

Should any member of the Staff have questions regarding our responses to the comments set forth above or need additional information, please do not hesitate to call J. David Hershberger, our Corporate Governance and Securities Counsel, at (405) 935-3878 or me at (405) 673-8136.

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We note the disclosure indicating that the Company "will announce the final figures that make up the Class A Exchange Consideration, Class B Exchange Consideration and Class C Exchange Consideration no later than 4:30 p.m., New York City time, on the Pricing Date," which is currently the Expiration Date of each of the three Offers.

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Please advise how the disclosed pricing formulas are consistent with Exchange Act section 14(e), Exchange Act Rule 14e-1(b) and Exchange Act Rules 13e-4(d)(1), (e)(3) and (f)(1)(ii). In responding to this comment, please address the fact that there is currently no global exemptive or no-action relief covering such pricing formulas.

The

Company believes that the pricing formulas used to determine the final exchange consideration in the Offers correspond in all meaningful respects with the Staff’s prior no-action relief, including in its no-action letters to Sonic Automotive, Inc. (July 24, 2012),

Group 1 Automotive, Inc. (May 16, 2014), Weyerhaeuser Co. (June 26, 2014), PHH Corp. (June 12, 2015), Textron, Inc. (October 7, 2011),

CNO Financial Group, Inc. (February 11, 2013), American Equity Investment Life Holding Co., (August 23, 2013), Citizens Republic Bancorp,

Inc.

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(August 21, 2009) and TXU Corporation (September 13, 2004). Although the Company is not aware of any global exemptive or no-action relief, the Staff has long permitted formula pricing in the context of exchange offers and has extended this rationale to the context of tender offers for equity-linked securities, including, for example, in the tender offers of Northrop Grumman Innovation

Systems, Inc. (formerly known as Alliant Techsystems Inc.) (2014), AbbVie Inc. (2015) and Medical Properties Trust, Inc. (2011).

In particular:

● The

Prospectus/Offers to Exchange (the “Document”) discloses the pricing formulas1 for determining the final exchange consideration for each class of warrants.

Document includes illustrative formulas for calculations of the final exchange consideration for each class of warrants.

pricing formulas will remain fixed throughout the duration of the Offers, and the Company confirms that if there is a change in the pricing formulas, the Offers will remain open for at least 10 business days from the date of such change.

common stock used as the reference security in the pricing formulas is the Company’s common stock, which is listed on The Nasdaq

Stock Market LLC (“Nasdaq”). The warrants are exercisable for shares of the Company’s common stock.

The final exchange consideration for each class of warrants will be a number of shares of the Company’s common stock equal to the intrinsic value of such warrants being exchanged, multiplied by a fixed number, measured over a 10 consecutive trading day observation period.

Company believes that a 10 consecutive trading day observation period is an appropriate timeframe over which to determine the value of the exchange consideration, which will be a number of shares of the Company’s common stock.

only variable in the pricing formulas is the Daily VWAPs of the Company’s common stock; all other inputs are fixed, and the exchange consideration is not subject to any floors or caps.

Company has published, and will continue to publish throughout the duration of the Offers, the Daily VWAPs of its common stock and all additional figures necessary to calculate the exchange consideration on a webpage maintained for the Offers, and has provided a toll-free number that holders of the warrants can use to obtain such Daily VWAPs and to respond to pricing-related questions. The Document includes the URL of such webpage.

Company will publish the final figures that make up the exchange consideration on the webpage described above and in a press release no later than 4:30 p.m., New York City time, on the expiration date, approximately 7.5 hours prior to the scheduled expiration of the

Offers, and will disclose such final figures on an amended Schedule TO.

● Holders of the warrants will have withdrawal rights until the Offers expire. Because the Offers will expire at 11:59 p.m., New York City time, at the end of the last day of the observation period, approximately 7.5 hours after the Company announces the final figures that make up the exchange consideration for each class of warrants, holders will have an opportunity for last-minute tenders and withdrawals. In this regard, the Company notes the following:

Company has been advised that the Depository Trust Company (“DTC”) will be open until 6:00 p.m., New York City time, on the expiration date, which will enable holders of the warrants to tender or withdraw warrants in that system for 90 minutes after the Company announces the final figures that make up the exchange consideration for each class of warrants.

● Between

6:00 p.m., New York City time, and 11:59 p.m., New York City time, at the end of the expiration date, tenders of warrants will be able to be made by faxing a voluntary offering instructions form (a “VOI”) to the exchange agent for the Offers, and withdrawals of previous tenders will be able to be made by faxing notices of withdrawal to the exchange agent. The exchange agent will cause those tenders and withdrawals to be reflected when DTC’s system reopens at 8:00 a.m., New York City time, on the business day after the expiration date.

Company has made and continues to make available forms of the VOI and notice of withdrawal both in printed materials and via the webpage described above. The Document explains the procedures for after hours tenders and withdrawals, including the times and methods by which such tenders and withdrawals must be made.

Offers include disclosure informing beneficial holders of the warrants that they must make arrangements with their brokers or similar institutions for such brokers or similar institutions to fax a VOI or notice of withdrawal to the depositary on the beneficial holders’ behalf prior to 11:59 p.m., New York City time, on the expiration date.

Company believes that the value of the warrants is directly correlated to the trading price of its common stock based on its observation of the pricing data available, and this correlation indicates that an increase (or decrease) in the trading price of the Company’s common stock results in an almost dollar-for-dollar increase (or decrease) in the value of the warrants.2

Similar to the variable-priced tender offers for convertible notes conducted in reliance on the no-action letters cited above, it is the high correlation between the trading price of the Company’s common stock and the trading price of the warrants that would make a fixed-priced tender offer a less practicable option for both the Company and warrantholders. Moreover, because warrants lack the fixed cash interest payments that are typically paid on convertible notes, the correlation between the trading price of the host security and the underlying security is potentially more pronounced for warrants than convertible notes. Accordingly, the Company submits, the reasoning underlying the relief granted for variable-priced tender offers for convertible notes is equally, if not more, applicable to warrants.

Company believes that a majority of the holders of the warrants are arbitrageurs or similar investors that typically hedge their warrant holdings by shorting the underlying common stock, and that such holders require a set observation period in order to unwind their short positions and participate in the Offers. The Company also believes that the 10 consecutive trading day observation period ending on the expiration date of the Offers will allow for normal trading volumes of its common stock during the observation period due to the significant short positions in the common stock held by many of the holders of the warrants that the Company believes will be unwound before the warrants are exchanged.

● The Company believes that using an observation period that ends on the expiration date of the Offers reduces the likelihood of a disparity between the exchange consideration offered in the Offers and the value of the warrants and protects any less sophisticated investors as well as holders of the common stock. If the observation period did not end on the expiration date, the value of the warrants could fluctuate without limit during the period that the Offers remained open but the observation period had concluded, and, during that period, sophisticated investors, such as the arbitrageurs or similar investors that the Company believes hold over a majority of the warrants, might take steps, as they would in traditional fixed-price offers, to lock in the value embedded in the fixed price by reestablishing or covering their short positions, including by using rapid, program trade execution, whereas less sophisticated investors may lack the know-how or means to do the same. Any such steps taken by these sophisticated investors to reestablish or cover short positions could result in a substantial number of shares being traded, with a resulting significant, artificial and short-term impact on the price of the common stock. This, in turn, could negatively impact the less sophisticated holders of the warrants as well as holders of the common stock.

2 The trading price of the Company’s common stock on Nasdaq is currently significantly in excess of the strike price of the warrants (i.e., the warrants are significantly “in the money”).

● Participation in the Offers by holders of the warrants will be entirely voluntary. Warrants that are not exchanged in the Offers will remain outstanding on their current terms and conditions. Warrants accepted for exchange by the Company in the Offers will be cancelled and retired.

Document discloses that the Company is seeking to exchange any and all of the warrants.

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We note the disclosure in the the first paragraph of page 2 of the registration statement on Form S-4. We remind you that the safe harbor protections for forward-looking statements contained in the federal securities laws do not apply to statements made in connection with a tender offer.

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See Section 27A(b)(2)(C) of the Securities Act, Section 21E(b)(2)(C) of the Exchange Act and Question 117.05 of the Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3 Compliance and Disclosure Interpretations (January 26, 2009) available at www.sec.gov. Please revise the disclosure accordingly.

We acknowledge the Staff’s comment and have revised the Registration Statement accordingly. Please see page 2 of the Registration Statement

Amendment. Read in the reply ↗

Refer to the defined term "Class A Exchange Consideration" on page 4 and corresponding defined terms for the Class B Warrants and Class C Warrants. Please advise how the fractional share rounding mechanisms are consistent with Exchange Act 13e-4(f)(8)(ii) given the potential result that some holders of warrants may receive more consideration per warrant than other warrant holders.

The

Company believes that the fractional share rounding mechanisms described in the Prospectus/Offers to Exchange are consistent with Exchange

Act Rule 13e-4(f)(8)(ii) because the Company is utilizing a common method to address the administrative burden caused by issuing fractional shares and any ultimate difference in consideration is immaterial to the Company and warrant holders.

When applying the fractional share rounding mechanism, consideration will be calculated based on the number of warrants tendered by each holder of record and only holders of record would have fractional shares

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rounded. Holders of record are limited to each of the depository’s accounts for which the securities are held, as well as holders who hold securities on the books and records of the issuer or transfer agent. Securities held at the beneficial holder level, or in “street name” by a broker-dealer, are not considered holders of record for the purposes of the fractional share rounding mechanism. Therefore, each ultimate beneficial holder of warrants will effectively receive the same consideration in the Offers in compliance with Exchange Act Rule 13e-4(f)(8)(ii).

Further, the Company views the fractional share rounding mechanism as a mechanical procedure (and utilized in similar transactions) to mitigate unnecessary administrative burdens on the Company and its transfer agent. In the context of the Offers, the fractional share rounding mechanism does not involve the potential for abuse or coercive behavior that Exchange Act Rule 13e-4(f)(8)(ii) was designed to prohibit.

The Company further notes that the Staff has not objected to fractional share rounding mechanisms in the context of exchange offers where the company has rounded up for any fractional shares, including, for example, in the tender offers of RMG Networks Holding Corporation (2014) and in Helix

Biomedix Inc. (2005).

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Refer to the defined term "VWAP Trading Day." With a view towards disclosure, please indicate the circumstances under which and the likelihood that the Common Stock would not be listed on a U.S. national securities exchange during the duration of the Offers. In such a case, advise us what the most likely "principal other market" would be on which the Common Stock would be traded.

We acknowledge the Staff’s comment and have revised the Registration Statement accordingly. Please see page 6 of the Registration Statement Read in the reply ↗

Please revise this section to disclose an illustrative table showing calculations of the purchase price based on a range of DVWAPs for each of the Offers.

We acknowledge the Staff’s comment and have revised the Registration Statement accordingly. Please see pages 19-20 of the Registration

Statement Amendment. Read in the reply ↗

Refer to the second and third bullet points on page 18 of the prospectus. A tender offer may be conditioned on a variety of events and circumstances, provided that they are not within the direct or indirect control of the Company. The conditions also must be drafted with sufficient specificity to allow for objective verification that the conditions have been satisfied.

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The disclosure in these two bullet points includes the term “threatened” in describing an action or proceeding. With a view towards revised disclosure, please advise what is meant by the term “threatened” and how it may be objectively determinable.

We acknowledge the Staff’s comment and have revised the Registration Statement to remove references to “threatened” actions or proceedings. Please see page 21 of the Registration Statement Amendment. Read in the reply ↗

Refer to the fourth bullet point. With a view towards disclosure, please advise us as to the Company's view of what would constitute a "significant worsening" of the "ongoing COVID-19 pandemic" or "war or armed hostilities" based on conditions related to such pandemic and current events in Ukraine existing as of the date of commencement of the Offers.

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Please also advise us as to whether the Company considers current events related to monkeypox in the United States and elsewhere to constitute "an outbreak of a pandemic or contagious disease other than COVID-19" and if so, whether the Company has already determined to waive such condition as it specifically relates to monkeypox.

We acknowledge the Staff’s comment and have revised the Registration Statement to remove the condition precedent in question. Please see page 21 of the Registration Statement Amendment. Read in the reply ↗

We note the reference to "promptly as practicable" in the penultimate paragraph on page 24 of the prospectus. We remind the Company of its obligation under Exchange Act Rule 13e-4(c)(4) to file a final amendment reporting "promptly" the results of the Offers. General

We acknowledge the Staff’s comment and have revised the Registration Statement accordingly. Please see page 28 of the Registration Read in the reply ↗

Based on the disclosure in Item 10 of the Schedule TO and page 56 of the registration statement on Form S-4, it appears that the Company is intending to incorporate by reference the information required by Item 1010(a) of Regulation M-A.

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In circumstances where a filing person elects to incorporate by reference the information required by Item 1010(a), all of the summarized financial information required by Item 1010(c) must be disclosed in the document furnished to security holders, in this case the Offer to Exchange. See Instruction 1 to Item 10 of Schedule TO and telephone interpretation I.H.7 in the July 2001 supplement to our “Manual of Publicly Available Telephone Interpretations” available on the Commission’s website at http://www.sec.gov. Please revise to include the information required by Item 1010(c) of Regulation M-A.

We acknowledge the Staff’s comment and have revised the Registration Statement accordingly. Please see pages 12-14 of the Registration Read in the reply ↗

Item 10(b) of the Schedule TO states "Not applicable." However, pro forma information is required and currently disclosed in the registration statement on Form S-4. Please revise accordingly to reflect to the disclosure in the prospectus.

We acknowledge the Staff’s comment and have revised the Schedule TO accordingly. Please see page 1 of the Schedule TO Amendment. Read in the reply ↗

We note your response to prior comment 1. Without necessarily agreeing with your analysis contained in your response, the staff will not undertake any further review of the issue at this time.

6100 North Western Avenue

Oklahoma City, Oklahoma 73118

September 14, 2022

Via Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Irene Barberena-Meissner

Re: Chesapeake Energy Corporation

Registration Statement on Form S-4 (File No.

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333-266961)

To the address set forth above:

In accordance with Rule 461 of Regulation

C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above referenced Registration Statement on Form S-4 (the “Registration Statement”) of Chesapeake Energy Corporation

(the “Company”). We respectfully request that the Registration Statement become effective as of 3:00 p.m. Eastern Time on September 16, 2022, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Kevin M. Richardson, Esq. at (713) 546-7415.

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You state on page 10 of the 10-K that sales to Royal Dutch Shell constituted approximately 10% of your total 2017 revenues and that sales to BP PLC constituted approximately 10% and 14% of your total 2016 and 2015 revenues, respectively. In its 20-F filed March 15, 2018, Shell disclosed that it supplies polyols via a Netherlandsbased distributor to private sector customers in Syria.

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In a letter to the staff dated October 12, 2016, BP acknowledged selling aviation fuel to resellers wholly or partially owned by Syrian nationals, as late as mid-2016. Syria is designated by the Department of State as a state sponsor of terrorism, and is subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria, including contacts with its government, whether through subsidiaries, affiliates, partners, customers, joint ventures or other direct or indirect arrangements.

Chesapeake has no known past or current contacts, and does not anticipate having any future contacts, with Syria, including contacts with its government, whether through subsidiaries, affiliates, partners, customers, joint ventures or other direct or indirect arrangements.

* * * * *

Should any member of the Staff have a question regarding our response to the comment set forth above, or need additional information, please do not hesitate to call William M. Buergler, our Chief Accounting Officer, at (405) 935-9300, J.

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David Hershberger, our Corporate Counsel, at (405) 935-3878 or me at (405) 935-6125.

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Comment number 3 from our letter dated May 19, 2016 addressed the calculation of non- GAAP adjusted net income (loss) per share for periods that reflected GAAP net loss and non-GAAP adjusted net loss and indicated that the number of shares used for the non- GAAP calculation should be determined in a manner consistent with GAAP.

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Although the circumstances in the quarterly period ended December 31, 2016 period have changed as you reported adjusted net income per share, the number of shares used in this calculation should also be determined in a manner consistent with GAAP. Therefore, it appears the adjusted net income per share calculation should be revised to include antidilutive shares excluded from the calculation of GAAP net loss per share for the three months ended December 31, 2016. The individual reconciling adjustments on a per-share basis should clearly indicate whether they are determined based on the shares utilized for GAAP purposes or the shares utilized for non-GAAP purposes.

Our Reconciliation of Adjusted Net Income Available to Common Stockholders in the fourth quarter of 2016 was based upon a net loss for GAAP purposes, as further adjusted to reflect adjusted net income for non-GAAP purposes. We determined that 211 million shares would be antidilutive for calculating diluted earnings per share for GAAP and non-GAAP purposes. We excluded such shares from the calculation of diluted earnings per share for GAAP purposes because of our net loss for the three months ended December 31, 2016.

Rest of the answer

We excluded such shares from the calculation of diluted earnings per share for non-GAAP purposes because we determined that each category of potentially dilutive common stock equivalents had an anti-dilutive impact on our calculation of adjusted diluted earnings per share. As quantified in the table below, the impact of dividends on preferred stock, after-tax interest on our convertible debt, and similar additions with respect to participating securities, when considered together with the associated additional common stock equivalents, resulted in a diluted earnings per share amount higher than that reported. Accordingly, we excluded these impacts and the related common stock equivalents for purposes of calculating adjusted diluted earnings per share. We undertake in our future press releases to provide additional clarity with respect to this circumstance.

Additions to Adjusted Net Income

(in millions)

Shares

$/Share

Adjusted EPS for

Dilutive Securities

Total adjusted net income attributable to Chesapeake (Non-GAAP) as reported

$

887

0.07

Common stock equivalent of our convertible senior notes outstanding:

5.5% convertible senior notes

146

0.25

0.10

Common stock equivalent of our preferred stock outstanding:

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We note you have included an adjustment for “income tax benefit” in your reconciliation of adjusted net income (loss) for the three months and year ended December 31, 2016. Explain both the nature of this adjustment and how you have provided for the income tax effects of each of the other non-GAAP adjustments.

Rest of the question

Refer to Question 102.11 of the Compliance and Disclosure Interpretations regarding Non-GAAP Financial Measures.

Question 102.11 of the Compliance and Disclosure Interpretations regarding Non-GAAP Financial Measures requires a registrant to calculate and present income tax effects related to adjustments to a performance measure by including current and deferred income tax expense commensurate with the non-GAAP measure of profitability.

Rest of the answer

Accordingly, we removed the entire income tax benefit recorded in the Net Income (Loss) Available to Common Stockholders in determining Adjusted Net Income (Loss) available to Common Stockholders because it prevents Adjusted Net Income (Loss) available to Common Stockholders from being a meaningful measure of profitability that allows for comparability to other periods.

The $190 million of income tax benefit reflected in the income statement is composed of two components. The first component is $159 million of income tax benefit that is a presentational gross-up offset by $159 million of income tax expense recorded in Other Comprehensive Income and Additional Paid in Capital due to the intraperiod allocation rules of ASC 740-20-45-7. We determined that this amount does not provide a true measure of profitability because only Net Income (Loss) available to Common Stockholders is considered in the reconciliation and other components of the financial statements (including the offsetting $159 million income tax expense recorded in other items in the financial statements) are excluded. The second component of income tax benefit reflected in the income statement is $31 million of income tax benefit attributable to valuation allowances released in the fourth quarter of 2016. The allowances were released due to legislative changes and were not related to the company’s performance in 2016.

Therefore, we removed the entire $190 million of income tax benefit as neither component is commensurate with the non-GAAP measure of profitability. Further, we did not reflect income tax effects for the adjustments to Net Loss Available to Common Stockholders to arrive at Adjusted Net Income (Loss) available to Common Stockholders as the tax impact of these amounts would be fully offset by changes in our valuation allowance. We undertake in our future press releases to provide additional clarity with respect to this circumstance. Please see our revised presentation in our press release dated May 4, 2017.

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Should any member of the Staff have a question regarding our response to the comment set forth above, or need additional information, please do not hesitate to call J. David Hershberger, our Corporate Counsel, at (405) 935-3878 or me at (405) 935-6125.

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We have reviewed your response to prior comment 3. Your response states that your methodology for calculating adjusted earnings (loss) per share assuming dilution may, in certain instances, include shares that are considered antidilutive for calculating earnings per share in accordance with U.S. GAAP.

Rest of the question

We continue to believe the assumption of full dilution results in a non-GAAP financial measure that goes beyond the scope of the definition of a non-GAAP financial measure in Item 10(e)(2) of Regulation S-K. This presentation is inconsistent with Compliance & Disclosure Interpretation Questions 100.01 and 100.04. Please revise your adjusted earnings (loss) per share presentation to exclude shares considered antidilutive when calculating earnings per share in accordance with GAAP.

We acknowledge the Staff’s comment and will revise the presentation, on a prospective basis, of adjusted earnings (loss) per share to exclude shares considered antidilutive when calculating earnings per share in accordance with GAAP.

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Should any member of the Staff have a question regarding our responses to the comments set forth above, or need additional information, please do not hesitate to call Mike Johnson, our Chief Accounting Officer, at (405) 935-9229, J. David Hershberger, our Corporate Counsel, at (405) 935-3878 or me at (405) 935-6125. Read in the reply ↗

As noted in comment five of our letter dated April 7, 2016 and comment two of our letter dated May 19, 2016, your presentation of adjusted earnings (loss) per share does not include reconciliations on a per share basis to its most directly comparable GAAP measure. Further revise your presentation to provide reconciliations on a per share basis as proposed in Exhibit A of your response letter dated June 2, 2016.

Rest of the question

See question 102.05 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures for further guidance.

We acknowledge the Staff’s comment and will revise the presentation, on a prospective basis, of adjusted earnings (loss) per share to include reconciliations on a per share basis to net income (loss) available to common shareholders, its most directly comparable GAAP measure, as proposed in Exhibit A.

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Should any member of the Staff have a question regarding our responses to the comments set forth above, or need additional information, please do not hesitate to call Mike Johnson, our Chief Accounting Officer, at (405) 935-9229, J.

Rest of the answer

David Hershberger, our Corporate Counsel, at (405) 935-3878 or me at (405) 935-6125.

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