01—Abstract
Summary
Summary of the 8-K filed August 2, 2024. Cited figures are marked; the original filing is the authoritative source.
Permian Resources Corporation (NYSE: PR) announced on August 2, 2024 the pricing terms of a cash tender offer by its subsidiary, Permian Resources Operating, LLC ("OpCo"), for any and all of its outstanding 7.75%a Senior Notes due 2026.
The filing shows $300,000,000b in principal amount outstanding, with a purchase price of $1,014.67 per $1,000 principal amount, calculated as a fixed spread of 0 basis points over the reference yield of 4.853% on the 2.000% U.S. Treasury due February 15, 2025. Holders also receive accrued and unpaid interest up to, but not including, the expected payment date of August 8, 2024. The tender offer expires at 5:00 p.m.
New York City time on August 2, 2024, unless extended or terminated. It is conditioned on the completion of a contemporaneous notes offering by OpCo on terms satisfactory to OpCo and Permian Resources, and OpCo intends to use part of the net proceeds from that offering to fund the purchases. The tender is not conditioned on any minimum amount of notes being tendered.
Subject to completion of the tender, Permian Resources intends to redeem all notes not purchased on or about February 15, 2025, at 100.000%c of principal plus accrued interest. The filing is a Regulation FD disclosure, and the press release is furnished rather than filed.
02—Key points
Key Highlights
- Cash tender offer by subsidiary Permian Resources Operating, LLC for any and all $300,000,000 of its 7.75% Senior Notes due 2026
- Purchase price set at $1,014.67 per $1,000 principal amount, based on a 0 basis point fixed spread over the 4.853% reference yield of the 2.000% U.S. Treasury due February 15, 2025
- Tender offer expires 5:00 p.m. New York City time on August 2, 2024, unless extended or earlier terminated
- Settlement expected August 8, 2024, with accrued and unpaid interest paid in addition to the purchase price
- Tender offer is conditioned on a contemporaneous notes offering by OpCo, with no minimum tender threshold
- Remaining notes expected to be redeemed on or about February 15, 2025 at 100.000% of principal plus accrued interest
- J.P. Morgan Securities LLC serves as Dealer Manager; D.F. King & Co., Inc. serves as tender and information agent
03—Questions
Frequently Asked Questions
How much of the 7.75% Senior Notes due 2026 is subject to the tender offer?
The tender offer covers any and all of the outstanding 7.75% Senior Notes due 2026, which had a principal amount outstanding of $300,000,000 as stated in the filing.
What will holders receive for tendered notes?
Holders whose notes are accepted will receive the purchase price of $1,014.67 per $1,000 principal amount, plus accrued and unpaid interest from the last interest payment date up to, but not including, the initial payment date, currently expected to be August 8, 2024.
What conditions apply to the tender offer?
The tender offer is conditioned on OpCo completing a contemporaneous notes offering on terms satisfactory to OpCo and Permian Resources, including the amount of proceeds raised. It is not conditioned on any minimum amount of notes being tendered, and there can be no assurance that any notes will be purchased.
What happens to notes that are not tendered?
Subject to completion of the tender offer, Permian Resources intends to redeem all notes not purchased on or about February 15, 2025, at a redemption price of 100.000% of principal amount plus accrued and unpaid interest to the redemption date.
04—Continue