01—Abstract
Summary
Summary of the 8-K filed August 5, 2024. Cited figures are marked; the original filing is the authoritative source.
Permian Resources Corporation (NYSE: PR) announced on August 5, 2024 the final results and expiration of its cash tender offer by subsidiary Permian Resources Operating, LLC ("OpCo") for any and all of its outstanding 7.75%a Senior Notes due 2026.
As of the 5:00 p.m. New York City time expiration on August 2, 2024, holders had tendered an aggregate principal amount of $298,703,000b of the Notes, representing 99.57% of the principal amount outstanding. An additional $878,000 of principal remained subject to guaranteed delivery procedures.
The tender offer is conditioned on a contemporaneous notes offering by OpCo on terms satisfactory to OpCo and Permian Resources, and it is not conditioned on any minimum amount of Notes being tendered. OpCo intends to use a portion of the net proceeds of that notes offering to fund the purchases. Tendered Notes are to be purchased at $1,014.67c per $1,000 principal amount, plus accrued and unpaid interest, with settlement scheduled for August 8, 2024.
Permian Resources also stated its intent to redeem all Notes not purchased in the tender offer on or about February 15, 2025, at 100.000%d of principal plus accrued interest. J.P.
Morgan Securities LLC is the exclusive Dealer Manager. The filing is a Regulation FD disclosure, and the press release is furnished rather than filed.
02—Key points
Key Highlights
- Holders tendered $298,703,000 aggregate principal of the 7.75% Senior Notes due 2026, or 99.57% of the amount outstanding, as of the August 2, 2024 expiration time.
- An additional $878,000 of principal remains subject to guaranteed delivery procedures and is excluded from the reported tender totals.
- Purchase price is $1,014.67 per $1,000 principal amount, plus accrued and unpaid interest up to the August 8, 2024 settlement date.
- The tender offer is conditioned on a contemporaneous notes offering by OpCo, with no minimum tender threshold.
- OpCo plans to fund part of the purchases with net proceeds from the new notes offering.
- Remaining Notes not purchased are expected to be redeemed on or about February 15, 2025 at 100.000% of principal plus accrued interest.
- J.P. Morgan Securities LLC is the exclusive Dealer Manager for the tender offer.
03—Questions
Frequently Asked Questions
How much of the 7.75% Senior Notes due 2026 was tendered?
As of the August 2, 2024 expiration time, tenders totaled $298,703,000 aggregate principal amount, or 99.57% of the Notes outstanding, excluding $878,000 still subject to guaranteed delivery procedures.
What price will holders receive for tendered Notes?
OpCo will pay $1,014.67 for each $1,000 principal amount of Notes validly tendered and accepted, plus accrued and unpaid interest up to, but not including, the August 8, 2024 settlement date.
Is the tender offer guaranteed to complete?
No. The filing states there can be no assurance any Notes will be purchased. The offer is conditioned on a contemporaneous notes offering on satisfactory terms, and it may be amended, extended, terminated or withdrawn.
What happens to Notes that are not tendered?
Subject to completion of the tender offer, Permian Resources intends to redeem all remaining Notes on or about February 15, 2025 at 100.000% of principal plus accrued and unpaid interest, if any, to the redemption date.
How will the tender offer be funded?
OpCo intends to use a portion of the net proceeds from its contemporaneous Notes Offering to fund the purchase of Notes in the Tender Offer.
04—Continue