SEC Filing | The Carlyle Group

Names of Reporting Persons

The Carlyle Group Inc.

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

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SC 13G/A

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

CHESAPEAKE ENERGY CORP

(Name of Issuer)

Common Stock

(Title of Class of Securities)

165167107

(CUSIP Number)

May 12, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


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ITEM 1.	(a	)	Name of Issuer:

			Chesapeake Energy Corp (the “Issuer”)

	(b	)	Address of Issuer’s Principal Executive Offices:

			6100 North Western Avenue Oklahoma City, OK 73118

ITEM 2.	(a	)	Name of Person Filing:

			Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

			Carlyle Group Management L.L.C. The Carlyle Group Inc. Carlyle Holdings I GP Inc. Carlyle Holdings I GP Sub L.L.C. Carlyle Holdings I L.P. CG Subsidiary Holdings L.L.C. TC Group, L.L.C. TC Group Sub L.P. TC Group VI S1, L.L.C. TC Group VI S1, L.P. CP VI Eagle Holdings, L.P.

	(b	)	Address or Principal Business Office:

			The address for each of the Reporting Persons is c/o The Carlyle Group, 1001 Pennsylvania Avenue, NW, Suite 220 South, Washington, D.C. 20004-2505.

	(c	)	Citizenship of each Reporting Person is:

			Each of the Reporting Persons is organized in the state of Delaware.

	(d	)	Title of Class of Securities:

			Common stock, $0.01 par value per share (“Common Stock”).

	(e	)	CUSIP Number:

			165167107


CUSIP No. 165167107		Schedule 13G		Page 13 of 17

ITEM 3.

Not applicable.

ITEM 4.

Ownership.

(a)

Amount beneficially owned:

This amendment to Schedule 13G is being filed on behalf of the Reporting Persons to report that, as of May 12, 2020, the Reporting Persons do not beneficially own any Common Stock.

(b)

Percent of Class:

See Item 4(a) hereof.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 0

(ii)

shared power to vote or to direct the vote: 0

(iii)

sole power to dispose or to direct the disposition of: 0

(iv)

shared power to dispose or to direct the disposition of: 0

ITEM 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

ITEM 9.

Notice of Dissolution of Group.

Not applicable.


CUSIP No. 165167107		Schedule 13G		Page 14 of 17

ITEM 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.


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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 15, 2020


CARLYLE GROUP MANAGEMENT L.L.C.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer


THE CARLYLE GROUP INC.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer


CARLYLE HOLDINGS I GP INC.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer


CARLYLE HOLDINGS I GP SUB L.L.C.
By: Carlyle Holdings I GP Inc., its sole member

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer


CARLYLE HOLDINGS I L.P.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer


CG SUBSIDIARY HOLDINGS L.L.C.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer


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TC GROUP, L.L.C.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer


TC GROUP SUB L.P.
By: TC GROUP, L.L.C., its general partner

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer


TC GROUP VI S1, L.L.C.

By:		/s/ Jeremy W. Anderson
Name:		Jeremy W. Anderson
Title:		Authorized Person


TC GROUP VI S1, L.P.

By:		/s/ Jeremy W. Anderson
Name:		Jeremy W. Anderson
Title:		Authorized Person


CP VI EAGLE HOLDINGS, L.P.
By: TC Group VI S1, L.P., its general partner

By:		/s/ Jeremy W. Anderson
Name:		Jeremy W. Anderson
Title:		Authorized Person


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LIST OF EXHIBITS


Exhibit No.		Description

24		Power of Attorney (incorporated by reference to Exhibit 24 to the Schedule 13G filed by the Reporting Persons on February 13, 2020).

99		Joint Filing Agreement (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons on February 13, 2020).