Prairie Operating Co. Announces Public Offering of Common Stock
Prairie Operating Co. (PROP) has announced an underwritten public offering of $200 million of common stock shares, with an additional 30-day option for underwriters to purchase up to $30 million in additional shares. The proceeds will primarily fund the company's proposed Bayswater Acquisition, which involves purchasing oil and gas assets from Bayswater Exploration and Production.
The remaining proceeds will support general corporate purposes, including development and drilling programs, debt repayment, and potential acquisitions. Citigroup leads the offering as the book-running manager, joined by KeyBanc Capital Markets, MUFG Securities Americas, Piper Sandler & Co., and Truist Securities as joint book-running managers. The offering is being made through a shelf registration statement that became effective on December 20, 2024.
Prairie Operating Co. (PROP) ha annunciato un'offerta pubblica sottoscritta di 200 milioni di dollari di azioni ordinarie, con un'opzione aggiuntiva di 30 giorni per i sottoscrittori di acquistare fino a 30 milioni di dollari di azioni aggiuntive. I proventi verranno principalmente utilizzati per finanziare la proposta di Bayswater Acquisition, che prevede l'acquisto di asset petroliferi e di gas da Bayswater Exploration and Production.
I proventi rimanenti supporteranno scopi aziendali generali, inclusi programmi di sviluppo e perforazione, rimborso di debiti e potenziali acquisizioni. Citigroup guida l'offerta come manager principale, affiancata da KeyBanc Capital Markets, MUFG Securities Americas, Piper Sandler & Co. e Truist Securities come co-manager principali. L'offerta viene effettuata tramite una dichiarazione di registrazione a scaffale divenuta efficace il 20 dicembre 2024.
Prairie Operating Co. (PROP) ha anunciado una oferta pública asegurada de 200 millones de dólares en acciones ordinarias, con una opción adicional de 30 días para que los suscriptores compren hasta 30 millones de dólares en acciones adicionales. Los ingresos se destinarán principalmente a financiar la propuesta de Bayswater Acquisition, que implica la compra de activos de petróleo y gas de Bayswater Exploration and Production.
Los ingresos restantes apoyarán fines corporativos generales, incluidos programas de desarrollo y perforación, pago de deudas y adquisiciones potenciales. Citigroup lidera la oferta como el gestor principal, acompañado por KeyBanc Capital Markets, MUFG Securities Americas, Piper Sandler & Co., y Truist Securities como co-gestores principales. La oferta se realiza a través de una declaración de registro en estante que entró en vigor el 20 de diciembre de 2024.
Prairie Operating Co. (PROP)는 2억 달러의 보통주 공모를 발표했으며, 인수자들이 추가로 3000만 달러의 추가 주식을 구매할 수 있는 30일 옵션도 포함되어 있습니다. 수익금은 주로 Bayswater Acquisition으로 제안된 회사 인수 자산을 구매하는 데 사용될 것입니다. 이 인수는 Bayswater Exploration and Production으로부터 석유 및 가스 자산을 구매하는 것을 포함합니다.
남은 수익금은 개발 및 시추 프로그램, 채무 상환, 잠재적 인수 등 일반 기업 목적을 지원하는 데 사용됩니다. Citigroup이 북런닝 매니저로서 이 제안을 주도하며, KeyBanc Capital Markets, MUFG Securities Americas, Piper Sandler & Co., 및 Truist Securities가 공동 북런닝 매니저로 참여합니다. 이 제안은 2024년 12월 20일에 발효된 선반 등록 성명을 통해 이루어집니다.
Prairie Operating Co. (PROP) a annoncé une offre publique souscrite de 200 millions de dollars d'actions ordinaires, avec une option supplémentaire de 30 jours pour les souscripteurs d'acheter jusqu'à 30 millions de dollars d'actions supplémentaires. Les recettes serviront principalement à financer l'acquisition proposée de Bayswater, qui consiste à acheter des actifs pétroliers et gaziers de Bayswater Exploration and Production.
Les recettes restantes soutiendront des fins d'entreprise générales, y compris des programmes de développement et de forage, le remboursement de dettes et des acquisitions potentielles. Citigroup dirige l'offre en tant que gestionnaire principal, rejoint par KeyBanc Capital Markets, MUFG Securities Americas, Piper Sandler & Co. et Truist Securities en tant que gestionnaires principaux adjoints. L'offre est réalisée par le biais d'une déclaration d'enregistrement à tarif réduit qui est entrée en vigueur le 20 décembre 2024.
Prairie Operating Co. (PROP) hat eine unterzeichnete öffentliche Angebot von 200 Millionen Dollar an Stammaktien angekündigt, mit einer zusätzlichen 30-tägigen Option für die Underwriter, bis zu 30 Millionen Dollar an zusätzlichen Aktien zu erwerben. Der Erlös wird hauptsächlich zur Finanzierung des vorgeschlagenen Bayswater Acquisition verwendet, das den Kauf von Erdöl- und Erdgasanlagen von Bayswater Exploration and Production umfasst.
Die verbleibenden Erlöse werden allgemeine Unternehmenszwecke unterstützen, darunter Entwicklungs- und Bohrprogramme, Schuldenrückzahlungen und potenzielle Übernahmen. Citigroup leitet das Angebot als Hauptbuchführer, unterstützt von KeyBanc Capital Markets, MUFG Securities Americas, Piper Sandler & Co. und Truist Securities als gemeinsame Buchführer. Das Angebot erfolgt über eine Shelf-Registrierungsanmeldung, die am 20. Dezember 2024 wirksam wurde.
- Access to significant capital through $200 million stock offering
- Additional $30 million potential through underwriters' option
- Strategic expansion through Bayswater Acquisition
- Strong underwriting support from major financial institutions
- Potential significant shareholder dilution from $200 million offering
- Additional dilution risk from $30 million underwriter option
- Increased dependency on successful completion of Bayswater acquisition
Insights
Prairie Operating's
The timing of this offering is particularly noteworthy given the current market dynamics in the oil and gas sector. With the company's market cap at approximately
Several key factors make this offering particularly significant:
- The size of the offering relative to Prairie's current market cap indicates a transformative transaction
- The inclusion of a development and drilling program in the use of proceeds suggests a comprehensive growth strategy beyond the acquisition
- The option for debt repayment provides financial flexibility and potential balance sheet optimization
- The broad syndicate of underwriters implies strong institutional support and likely robust book-building process
The shelf registration's recent effectiveness (December 2024) indicates this offering was part of a planned strategic initiative rather than an opportunistic capital raise. This suggests careful consideration of market conditions and timing for optimal execution.
HOUSTON, Texas, Feb. 07, 2025 (GLOBE NEWSWIRE) -- Prairie Operating Co. (“Prairie” or the “Company”) (Nasdaq: PROP), an independent oil and gas company focused on the acquisition and development of crude oil, natural gas and natural gas liquids, announced today that it has commenced an underwritten public offering of
The Company intends to use the net proceeds from the offering to fund a portion of the purchase price for the Company’s proposed acquisition of certain oil and gas assets from Bayswater Exploration and Production and certain of its affiliates (the “Bayswater Acquisition”). The Company intends to use the remaining net proceeds from the offering, including any net proceeds from the underwriters’ exercise of their option to purchase additional shares, for other general corporate purposes, which may include advancing the Company’s development and drilling program, repayment of existing indebtedness or financing other potential acquisition opportunities.
Citigroup is acting as lead book-running manager for the offering. KeyBanc Capital Markets Inc., MUFG Securities Americas Inc., Piper Sandler & Co., and Truist Securities, Inc. are also acting as joint book-running managers. Fifth Third Securities, Inc., Clear Street LLC, First Citizens Capital Securities, LLC, Johnson Rice & Company L.L.C., and Pickering Energy Partners are acting as co-managers.
The offering is being made pursuant to a shelf registration statement on Form S-3, including a base prospectus, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on December 20, 2024. The preliminary prospectus supplement, and accompanying base prospectus, relating to the offering, and a final prospectus supplement, when available, will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement, and accompanying base prospectus, relating to the offering, and the final prospectus supplement, when available, may be obtained by sending a request to: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: 1-800-831-9146; KeyBanc Capital Markets Inc., Attn: Equity Syndicate, 127 Public Square, 7th Floor, Cleveland, OH 44114, telephone: 1-800-859-1783; MUFG Securities Americas Inc., Attention: Equity Capital Markets, 1221 Avenue of the Americas, 6th Floor, New York, New York 10020, telephone: 212-405-7440, email: ECM@us.sc.mufg.jp; Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, Minnesota 55402, by telephone at (800) 747-3924, or by email at prospectus@psc.com; Truist Securities, Inc., Attention: Prospectus Department, 3333 Peachtree Road NE, 9th floor, Atlanta, Georgia 30326, by telephone at (800) 685-4786, or by email at TruistSecurities.prospectus@Truist.com; or by accessing the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the shares of common stock or any other securities, nor shall there be any sale of such shares of common stock or any other securities, in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Prairie
Houston-based Prairie Operating Co. is an independent oil and gas company focused on the acquisition and development of crude oil, natural gas and natural gas liquids. The Company’s assets and operations are concentrated in the oil and liquids-rich regions of the Denver-Julesburg (DJ) Basin, with a primary focus on the Niobrara and Codell formations. The Company is committed to the responsible development of its oil and natural gas resources and is focused on maximizing returns through consistent growth, capital discipline, and sustainable cash flow generation.
For more information, visit www.prairieopco.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact, included in this press release, regarding our strategy, future operations, financial position, estimated reserves, revenues and income or losses, projected costs and capital expenditures, prospects, acquisition opportunities, plans and objectives of management are forward-looking statements. When used in this press release and the documents incorporated by reference herein, the words “plan,” “may,” “endeavor,” “will,” “would,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “forecast” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are (or were when made) based on current expectations and assumptions about future events and are (or were when made) based on currently available information as to the outcome and timing of future events. Forward-looking statements in this press release may include, for example, statements about: the Company’s ability to successfully finance and consummate the Bayswater Acquisition, including the risk that the Company may fail to complete the Bayswater Acquisition on the terms and timing currently contemplated or at all, fail to enter into the New Credit Agreement on expected terms and/or fail to realize the expected benefits of the Bayswater Acquisition; the Company’s financial performance following the Bayswater Acquisition; this public offering, the timing thereof and the use of proceeds therefrom; estimates of the Company’s oil, natural gas and NGLs reserves; drilling prospects, inventories, projects and programs; estimates of future oil and natural gas production from our oil and gas assets, including estimates of any increases or decreases in production; the availability and adequacy of cash flow to meet the Company’s requirements; financial strategy, liquidity and capital required for the Company’s development program and other capital expenditures; the availability of additional capital for the Company’s operations; changes in the Company’s business and growth strategy, including the Company’s ability to successfully operate and expand its business; the Company’s integration of acquisitions, including the Bayswater Acquisition; changes or developments in applicable laws or regulations, including with respect to taxes; and actions taken or not taken by third-parties, including the Company’s contractors and competitors. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors” in the prospectus supplement, the accompanying base prospectus, the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as amended, our Quarterly Reports on Forms 10-Q filed with the Securities and Exchange Commission and our other filings with the SEC, all of which can be accessed on the SEC’s website at www.sec.gov. The Company cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. These risks include, but are not limited to: the Company’s and Bayswater’s ability to satisfy the conditions of the Bayswater Acquisition in a timely manner or at all, including the Company’s ability to successfully finance the Bayswater Acquisition; the Company’s ability to recognize the anticipated benefits of the Bayswater Acquisition, which may be affected by, among other things, competition and the Company’s ability to grow and manage growth profitably following the Bayswater Acquisition; the Company’s ability to fund its development and drilling plan; the possibility that the Company may be unable to achieve expected cash flow, production levels, drilling, operational efficiencies and other anticipated benefits within the expected time-frames, or at all, and to successfully integrate the Bayswater Assets, and/or any other assets or operations the Company has acquired or may acquire in the future with those of the Company; the Company’s integration of the Bayswater Assets with those of the Company may be more difficult, time-consuming or costly than expected; the Company’s operating costs, customer loss and business disruption may be greater than expected following the Bayswater Acquisition or the public announcements of the Bayswater Acquisition; the Company’s ability to grow its operations, and to fund such operations, on the anticipated timeline or at all; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; commodity price and cost volatility and inflation; the ability to maintain necessary permits and approvals to develop our assets; safety and environmental requirements that may subject the Company to unanticipated liabilities; changes in the regulations governing our business and operations, including the businesses and operations we have acquired or may acquire in the future, such as, but not limited to, those pertaining to the environment, our drilling program and the pricing of our future production; the Company’s success in retaining or recruiting, or changes required in, the Company’s officers, key employees or directors; general economic, financial, legal, political, and business conditions and changes in domestic and foreign markets; the risks related to the growth of the Company’s business; the effects of competition on the Company’s future business; and other factors detailed under the section entitled “Risk Factors” in the Prospectus Supplement and, accompanying base prospectus related to the offering and the periodic filings with the Securities and Exchange Commission. Reserve engineering is a process of estimating underground accumulations of oil, natural gas and NGLs that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify upward or downward revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil, natural gas and NGLs that are ultimately recovered. Should one or more of the risks or uncertainties described herein or should underlying assumptions prove incorrect, the Company’s actual results and plans could differ materially from those express in any forward-looking statements. All forward-looking statements, expressed or implied, in this press release, are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that the Company or persons acting on the Company’s behalf may issue.
Investor Relations Contact:
Wobbe Ploegsma
info@prairieopco.com
832.274.3449
FAQ
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