01—Abstract
Summary
Summary of the 8-K filed March 6, 2024. Cited figures are marked; the original filing is the authoritative source.
Permian Resources Corporation (NYSE: PR) filed this Form 8-K on March 6, 2024 to report two matters under Regulation FD and Other Events.
First, a secondary public offering of 48,500,000 shares of Class A Common Stock was priced on March 4, 2024 at $15.76a per share, sold by certain stockholders (including affiliates of EnCap Investments, NGP Energy Capital Management, Pearl Energy Investments, Riverstone Investment Group and certain members of management) through Goldman Sachs & Co. LLC as underwriter. The Company will receive no proceeds from the offering, and the closing was expected on or around March 6, 2024. In connection with the closing, the Company agreed to purchase 2,000,000 common units of its subsidiary Permian Resources Operating, LLC ("OpCo") from certain selling stockholders at the same price per share, and to cancel a corresponding number of Class C Common Stock shares.
This concurrent unit purchase is conditioned on completion of the offering, but the offering is not conditioned on it. Second, OpCo gave notice that it will redeem all of its outstanding $356,351,000b aggregate principal amount of 6.875% Senior Notes due 2027 on April 5, 2024, at 100% of principal plus accrued and unpaid interest. UMB Bank, National Association, as trustee, was instructed to send notices of redemption to holders on March 6, 2024.
02—Key points
Key Highlights
- Secondary offering of 48,500,000 Class A shares priced at $15.76 per share on March 4, 2024, led by Goldman Sachs & Co. LLC
- Permian Resources will not receive any proceeds from the share sale by selling stockholders
- Company agreed to buy 2,000,000 OpCo common units from selling stockholders at the offering price and cancel an equal number of Class C shares
- Concurrent unit purchase is conditioned on the offering closing, but the offering is not conditioned on the purchase
- OpCo will redeem all $356,351,000 of its 6.875% Senior Notes due 2027 on April 5, 2024 at par plus accrued interest
- Notice of redemption to noteholders to be distributed by UMB Bank, National Association, on March 6, 2024
- Registration statement became automatically effective upon filing on November 8, 2023
03—Questions
Frequently Asked Questions
Will Permian Resources receive any cash from the 48.5 million share offering?
No. The shares are being sold by selling stockholders, and the filing states the Company will not receive any proceeds from the sale of Class A Common Stock in the Offering.
At what price were the shares offered?
The shares were priced to the public at $15.76 per share, as stated in the underwriting agreement dated March 4, 2024 and the related press release.
What is the Company buying in connection with the offering?
Concurrently with the offering closing, the Company agreed to purchase 2,000,000 OpCo common units (Permian LLC Units) from certain selling stockholders at the offering price per share, and to cancel an equal number of Class C Common Stock shares held by those stockholders.
What happens to the 6.875% Senior Notes due 2027?
OpCo, a subsidiary, has given notice that it will redeem all of its outstanding $356,351,000 aggregate principal amount of the notes on April 5, 2024, at 100% of principal plus accrued and unpaid interest up to, but excluding, the redemption date.
Who is the underwriter and when is the offering expected to close?
Goldman Sachs & Co. LLC is the underwriter. The offering is expected to close on or around March 6, 2024, subject to customary closing conditions.
04—Continue