01—Abstract
Summary
Summary of the 8-K filed May 15, 2024. Cited figures are marked; the original filing is the authoritative source.
Permian Resources Corporation (NYSE: PR) disclosed on May 15, 2024 that certain of its stockholders are selling shares in a secondary underwritten public offering.
On May 13, 2024, the Company and the Selling Stockholders, which include 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 Board of Directors, entered into an underwriting agreement with Goldman Sachs & Co. LLC for 51,765,000 shares of Class A Common Stock at $16.47a per share. The Company will not receive any proceeds from the offering, and the offering is expected to close on or around May 15, 2024. Concurrently with the closing, the Company agreed to purchase 1,800,000 common units of Permian Resources Operating, LLC from certain Selling Stockholders at the same per-unit price as the Class A shares, and to cancel a corresponding number of Class C Common Stock held by those stockholders.
The Concurrent Unit Purchase is conditioned on completion of the offering, but the offering is not conditioned on the Concurrent Unit Purchase. The filing describes the transaction as a sale by existing holders rather than new capital raised by the Company. The press release identifies the Company as an independent oil and natural gas company focused on the Delaware Basin, and notes that the Company's risk factors include the anticipated benefits of its merger with Earthstone Energy, Inc.
02—Key points
Key Highlights
- Secondary offering of 51,765,000 Class A Common Stock shares priced at $16.47 per share, sold by existing stockholders
- Permian Resources will not receive any proceeds from the offering
- Goldman Sachs & Co. LLC is the underwriter; closing expected on or around May 15, 2024
- Selling Stockholders include EnCap, NGP Energy Capital Management, Pearl Energy Investments, Riverstone Investment Group and a Board member
- Concurrent purchase of 1,800,000 Permian LLC (OpCo) Units from selling stockholders at the offering price, with cancellation of an equal number of Class C Common Stock
- Offering registered under a shelf registration statement that became automatically effective on November 8, 2023
- Company's operations are concentrated in the Delaware Basin
03—Questions
Frequently Asked Questions
Does this offering bring new capital into Permian Resources?
No. The filing states the Company will not sell any shares in the offering and will not receive any proceeds from the sale of shares by the Selling Stockholders.
At what price were the shares offered?
The shares were offered to the public at $16.47 per share, the price at which the Underwriter agreed to purchase them from the Selling Stockholders.
What is the Concurrent Unit Purchase?
Concurrently with the closing, the Company agreed to buy 1,800,000 common units of Permian Resources Operating, LLC from certain Selling Stockholders at the offering price per share, and to cancel an equal number of their Class C Common Stock. The offering is not conditioned on this purchase, but the purchase is conditioned on the offering closing.
When is the offering expected to close?
The offering is expected to close on or around May 15, 2024, subject to customary closing conditions.
Under what registration was the offering made?
The offering was made under a registration statement previously filed by the Company with the SEC, which became automatically effective upon filing on November 8, 2023, together with a prospectus supplement dated May 13, 2024 and filed with the SEC on May 15, 2024.
04—Continue