CHASING

CHESAPEAKE
How Reuters mined SEC lings in its inves6ga6on of Chesapeake Energy Corp.

Title Slide

By Brian Grow, Anna Driver, Joshua Schneyer, John Shiman and Carrick Mollenkamp

Post-EecHve Amendment No. 1 To Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Chesapeake Energy Corpora2on* February 8, 2011
EXPLANATORY NOTE This Registra2on Statement on Form S-3 (Registra2on No. 333-168509) of Chesapeake Energy Corpora2on (the Company) and its subsidiary guarantor registrants (the Registra2on Statement) is being amended to (i) add Chesapeake E&P Holding CorporaHon, Chesapeake VRT, L.L.C., EMLP, L.L.C., Empress, L.L.C., LA Land AcquisiHon CorporaHon, Northern Michigan ExploraHon Company, L.L.C., and Winter Moon Energy Company, L.L.C., all subsidiaries of the Company, as co-registrants that are, or may poten2ally be, guarantors of some or all of the debt securi2es with respect to which oers and sales are registered under this Registra2on Statement Pursuant to the requirements of the Securi2es Act of 1933, this Registra2on Statement has been signed by the following persons, in the capaci2es and on the date indicated. Signature Capacity Date /S/ AUBREY K. MCCLENDON Aubrey K. McClendon Chief ExecuHve Ocer (Principal ExecuHve Ocer) of each of Northern Michigan ExploraHon Company, L.L.C. and Winter Moon Energy Company, L.L.C. and Director of LA Land AcquisiHon CorporaHon, the Sole Member of each of Northern Michigan ExploraHon Company, L.L.C. and Winter Moon Energy Company, L.L.C. February 8, 2011

WHAT DOES AN AMENDMENT TO AN SEC FILING FOR A SECURITIES LISTING, DATED FEB. 8, 2011, TELL YOU ABOUT CHESAPEAKE SUBSIDIARIES?

TEXT OF CHESAPEAKE EMAIL

Sender: Chesapeake Execu2ve Recipient: Chesapeake Execu2ve Subject: Michigan En2ty Date: July 13, 2010 Fyi Northern Michigan ExploraNon Company, LLC was the buyer on the O.I.L. Energy deal. I do not see this company in our subsidiary list. Should I use Co. 337 in the meanNme? Winter Moon (Co. 142) was the buyer on the MarqueZe ExploraNon deal.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K, Feb. 21, 2011 Item 8.01. Other Events. On February 21, 2011, Chesapeake Explora2on, L.L.C. ("CELLC"), a wholly owned subsidiary of Chesapeake Energy Corpora2on (the "Company"), entered into a Purchase and Sale Agreement (the "Purchase Agreement") with BHP Billiton Petroleum (North America 1) LLC ("BHP"), a wholly owned subsidiary of BHP Billiton Limited, pursuant to which BHP agreed to purchase the Company's interests in approximately 487,000 net acres of leasehold, producing natural gas proper2es and related assets in the Fayegeville Shale play in central Arkansas (the "Divested Proper2es") for approximately $4.75 billion. . Chesapeake Investments, an Oklahoma Limited Partnership, Larchmont Resources, L.L.C. and Jamestown Resources, L.L.C., which are aliates of Aubrey K. McClendon, the Company's Chief ExecuHve Ocer and Chairman, are also parHes to the Purchase Agreement. Such par2es own a working interest in a por2on of the developed producing proper2es included in the Divested Proper2es which were acquired through par2cipa2on in drilling pursuant to the Company's Founder Well Par2cipa2on Program. The interest owned by such en22es will be conveyed to BHP in the transac2on at the same price and on the same terms and condi2ons as those that apply to CELLC.

WHAT DOES AN SEC FILING ABOUT A $4.75 BILLION DEAL, WITH THE FIRST-EVER REFERENCE TO AFFILIATES OF THE CHIEF EXECUTIVE, TELL YOU?

Reuters Exclusive: Chesapeake CEO McClendon cashes in on well deals

By Anna Driver HOUSTON | Mon Aug 15, 2011 1:25pm EDT (Reuters) - Chesapeake Energy Corp Chief Executive Aubrey McClendon is legendary on Wall Street for his dealmaking prowess, but investors may not realize the deals put money directly into his pocket.

THE HUNCH
Could Chesapeake be using its vast assortment of LLCs to keep debt o the balance sheet? Could McClendon, through his LLCs, be helping? Could Chesapeake be the next Enron?

2011 CHESAPEAKE PROXY

2011 CHESAPEAKE PROXY

Engineering Support. Mr. McClendon receives support services from certain of the Companys reservoir engineering staff who provide reserve data and analysis related to personal financing transactions entered into by Mr. McClendon with respect to certain of his interests in the Companys wells acquired under the FWPP (such program is described under Transactions with Related Persons Founder Well Participation Program on page 60). Mr. McClendon participates in the FWPP through entities in which all equity interests are owned solely by Mr. McClendon and his immediate family members as approved by the Compensation Committee in accordance with the FWPP. Mr. McClendons interests are his personal assets and the FWPP does not restrict sales, other dispositions or financing transactions involving FWPP interests previously acquired from the Company.

WHAT DOES CHESAPEAKES PROXY, FILED WITH THE SEC, TELL YOU ABOUT HOW MCCLENDON MANAGES HIS WELL INTERESTS? DO YOU HAVE ENOUGH INFORMATION TO SEE THE WHOLE PICTURE? WHATS MISSING?

BREAK-OUT SESSION
TRACKING CHESAPEAKE INVESTMENTS LLC, LARCHMONT RESOURCES LLC AND JAMESTOWN RESOURCES LLC USING THE INTERNET, TRY TO LOCATE THE LOAN DOCUMENTS TAKEN IN THE NAMES OF THE ABOVE COMPANIES.

HINTS
HOW CAN GOOGLE BE MOST EFFECTIVE IN DELIVERING SEARCH RESULTS? EXAMPLE: JAMESTOWN RESOURCES LLC WHERE WOULD A MORTGAGE ON A PROPERTY BE FILED AND MADE AVAILABLE TO THE PUBLIC? WHERE DOES CHESAPEAKE DRILL THE MOST WELLS? ANSWER: OKLAHOMA, TEXAS, OHIO WHO IS MCCLENDONS BIGGEST LENDER? ANSWER: EIG GLOBAL ENERGY PARTNERS

QUOTE FROM VETERAN WALL STREET ANALYST

If they are showing that kind of nega2ve cash ow, the wells dont have value, said Phil Weiss, oil analyst at Argus Research, who has a sell ra2ng on the companys shares. But given that McClendon has borrowed more than $1 billion based on the value of his well stakes, I really dont think (the companys disclosures) tell me much, Weiss said.

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AGREEMENT is made effective January 1, 2004, between CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (the Company), and AUBREY K. McCLENDON, an individual (the Executive).

3. Other Activities. Except for the activities (the Permitted Activities) expressly permitted by paragraphs 3.1 and 3.2 of this Agreement or approved by the board of directors of the Company, the Executive will not: (a) engage in business independent of the Executives employment by the Company which requires any substantial portion of the Executives time; (b) serve as an officer or director of any public corporation, partnership, company, or firm; (c) except for passive investments that do not violate this Agreement and require only a minimal portion of the Executives time, serve as a general partner or member of any corporation, partnership, company or firm; or (d) directly or indirectly invest in, participate in or acquire an interest in any oil and gas business, including, without limitation, (i) producing oil and gas, (ii) drilling, owning or operating oil and gas leases or wells, (iii) providing services or materials to the oil and gas industry, (iv) marketing or refining oil or gas, or (v) owning any interest in any corporation, partnership, company or entity which conducts any of the foregoing activities.

WHAT DOES THE LANGUAGE IN THE EMPLOYMENT CONTRACT, FILED WITH THE SEC, SUGGEST IN THE CONTEXT OF RUNNING A HEDGE FUND?

AUG. 9, 2012 SEC FILING

QUICK BREAK-OUT SESSION

TRACKING THE VPPS USING THE INTERNET, TRY TO LOCATE DETAILS OF THE VPPS REFERENCED IN THE AUG. 9, 2012, SEC FILING.

HINTS
WHAT OTHER TYPES OF DOCUMENTS MIGHT CONTAIN REFERENCES TO VOLUMETRIC PRODUCTION PAYMENTS OR VPPS? SINCE A VPP IS A FORM OF FINANCING FOR PROPERTY (LAND LEASED FOR OIL AND GAS EXTRACTION), WHERE ELSE MIGHT DETAILS BE FILED?

2011 CHESAPEAKE PROXY

For safety, security and efficiency, the Company provides Mr. McClendon with the use of fractionally-owned company aircraft. The Company also provides Mr. McClendon with certain home-security services due to the high-profile nature of his position. Additionally, the Company provides Mr. McClendon with accounting and engineering support services to enable him to focus on the variety of critical and complex issues that currently face the U.S. natural gas and oil industry while remaining actively involved in the oversight of the day-to-day management of the Company.

2011 CHESAPEAKE PROXY, CONT.

(c) This column represents the value of other benefits provided to the NEOs, other than Mr. McClendon, including compressed natural gas retrofitting for personally purchased vehicles and monthly country club dues. Also reflected are amounts for supplemental life insurance premiums for all NEOs and, other than Mr. McClendon and Mr. Rowland, amounts for financial advisory services. The amounts reported in this column for Mr. McClendon in 2010 include (i) $250,000 for the costs related to personal accounting support provided to Mr. McClendon by our employees, net of reimbursement, and (ii) $119,135 for personal security provided to Mr. McClendon and his family.

WHAT DOES THE SEC FILINGS FOOTNOTE ABOUT ACCOUNTING SUPPORT FOR THE CHIEF EXECUTIVE TELL YOU?

THE LAVISH AND LEVERAGED LIFE OF AUBREY MCCLENDON (REUTERS) -- OKLAHOMA CITY, June 7 , 2012 In an annex at the headquarters of Chesapeake Energy Corp, a unit informally known as AKM Opera2ons manages a top company priority: the personal business of its namesake, Chief Execu2ve Aubrey K. McClendon. According to internal documents reviewed by Reuters, the units accountants, engineers and supervisors handled about $3 million of personal work for McClendon in 2010 alone. Among other tasks, the units controller once helped coordinate the repair of a McClendon house that was damaged by hailstones.

Antitrust Investigation. On June 29, 2012, Chesapeake received a subpoena duces tecum from the Antitrust Division, Midwest Field Office of the U.S. Department of Justice. The subpoena requires the Company to produce certain documents before a grand jury in the Western District of Michigan, which is conducting an investigation into possible violations of antitrust laws in connection with the purchase and lease of oil and gas rights. The Company has also received demands for documents and information from state governmental agencies in connection with other investigations relating to the Companys purchase and lease of oil and gas rights. Chesapeake intends to provide information in response to these investigations, and its Board of Directors is conducting an internal review of the matter.

WHAT DOES THE LANGUAGE IN THE SEC STATEMENT ABOUT ANTITRUST INVESTIGATIONS TELL YOU?

TAKEAWAYS
SEC FILINGS OFTEN PROVIDE THE MINIMUM AMOUNT OF INFORMATION REQUIRED. IN MORE RARE CASES, SEC FILINGS CAN BE INTENTIONALLY MISLEADING. REVIEW SKEPTICALLY, ASSESS WHATS MISSING REASON FOR A PERK? NAME OF A COMPANY? DEFINITION OF A TERM LIKE FINANCING? CONSIDER WHERE CAN I GO TO FIND MISSING DATA INDEPENDENTLY? WHAT DATABASES, SOURCES? CORROBORATE AND REQUEST COMMENT.