4//SEC Filing
Bronco Drilling Company, Inc. 4
Accession 0001181431-11-035546
CIK 0001328650operating
Filed
Jun 6, 8:00 PM ET
Accepted
Jun 7, 6:27 PM ET
Size
19.7 KB
Accession
0001181431-11-035546
Insider Transaction Report
Form 4
CHESAPEAKE ENERGY CORP
10% Owner
Transactions
- Purchase
Common Stock, par value $0.01 per share
2011-06-06$11.00/sh+24,278,257$267,060,827→ 24,278,257 total(indirect: See Footnote) - Purchase
Common Stock, par value $0.01 per share
2011-06-06$11.00/sh+4,521,802$49,739,822→ 1,000 total(indirect: See Footnote) - Purchase
Common Stock, par value $0.01 per share
2011-06-06$11.00/sh+63,550,899$699,059,889→ 87,829,156 total(indirect: See Footnote)
Footnotes (6)
- [F1]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").
- [F2]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").
- [F3]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.
- [F4]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.
- [F5]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).
- [F6]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.
Issuer
Bronco Drilling Company, Inc.
CIK 0001328650
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001328650
Filing Metadata
- Form type
- 4
- Filed
- Jun 6, 8:00 PM ET
- Accepted
- Jun 7, 6:27 PM ET
- Size
- 19.7 KB