01—Abstract
Summary
Summary of the 8-K filed May 13, 2024. Cited figures are marked; the original filing is the authoritative source.
Permian Resources Corporation (NYSE: PR) announced on May 13, 2024 the commencement of an underwritten public secondary offering of 51,765,000 shares of its Class A Common Stock.
The shares are being sold by certain affiliates of EnCap Investments L.P., NGP Energy Capital Management L.L.C., Pearl Energy Investments, Riverstone Investment Group LLC, and a member of the Company's Board of Directors (collectively, the "Selling Stockholders"). Goldman Sachs & Co. LLC is serving as the underwriter. The Company will not sell any shares in the offering and will not receive any proceeds from it.
Separately, and concurrently with the closing of the offering, the Company intends to purchase 1,800,000 OpCo Units in Permian Resources Operating, LLC from certain Selling Stockholders, at a price per unit equal to the per-share price paid to the underwriter, and to cancel a corresponding number of Class C Common Stock shares held by those stockholders. The offering is not conditioned on the OpCo Unit purchase, but the OpCo Unit purchase is conditioned on the offering's completion. The offering is subject to market and other conditions, and the filing states there can be no assurance as to whether or when it will be completed, or as to its final size or terms.
It is being made under a registration statement that became automatically effective upon filing on November 8, 2023. The company is an independent oil and natural gas company headquartered in Midland, Texas, with operations concentrated in the Delaware Basin.
02—Key points
Key Highlights
- Permian Resources announced an underwritten secondary offering of 51,765,000 shares of Class A Common Stock, sold by existing stockholders rather than the Company.
- The Company will not sell any shares and will not receive any proceeds from the offering.
- Selling stockholders include affiliates of EnCap Investments L.P., NGP Energy Capital Management L.L.C., Pearl Energy Investments, Riverstone Investment Group LLC, and a Board member.
- Concurrently with the offering closing, the Company intends to buy 1,800,000 OpCo Units from certain Selling Stockholders and cancel an equal number of Class C Common Stock shares.
- Goldman Sachs & Co. LLC is the underwriter; the offering is made under a registration statement effective upon filing on November 8, 2023.
- The offering is subject to market and other conditions, and completion, size and terms are not assured.
03—Questions
Frequently Asked Questions
Will Permian Resources receive any proceeds from the offering?
No. The filing states the Company will not sell any shares of Class A common stock in the offering and will not receive any proceeds from it.
Who is selling the shares in this offering?
The shares are being offered by certain affiliates of EnCap Investments L.P., NGP Energy Capital Management L.L.C., Pearl Energy Investments, Riverstone Investment Group LLC, and a certain member of the Company's Board of Directors, collectively the Selling Stockholders.
What is the Concurrent OpCo Unit Purchase?
The Company intends to purchase 1,800,000 common units (OpCo Units) in Permian Resources Operating, LLC from certain Selling Stockholders at a price per unit equal to the per-share price paid by the underwriter, and to cancel a corresponding number of Class C Common Stock shares held by those stockholders. This purchase is conditioned on the offering's completion, but the offering is not conditioned on it.
Who is the underwriter and under what registration is the offering made?
Goldman Sachs & Co. LLC is serving as underwriter. The offering is made under a registration statement previously filed with the SEC that became automatically effective upon filing on November 8, 2023.
Is there assurance the offering will be completed as announced?
No. The press release states the offering is subject to market and other conditions, and there can be no assurance as to whether or when it will be completed, or as to its actual size or terms.
04—Continue