Diversified Energy Announces Pricing of Offering of Ordinary Shares
Diversified Energy Company (LSE: DEC; NYSE: DEC) has announced the pricing of its underwritten public offering of 8.5 million ordinary shares at $14.50 per share, expecting to raise approximately $123.3 million in gross proceeds. The offering is set to settle on February 21, 2025.
The underwriters have a 30-day option to purchase up to an additional 850,000 ordinary shares. The company plans to use the net proceeds to repay part of the debt expected from the proposed acquisition of Maverick Natural Resources, If the acquisition doesn't close, the funds will be used for debt repayment and general corporate purposes.
The offering is being managed by multiple financial institutions, with Citigroup and Mizuho acting as joint book-running managers. The completion of the offering is not conditional upon the Maverick acquisition, and vice versa.
Diversified Energy Company (LSE: DEC; NYSE: DEC) ha annunciato il prezzo della sua offerta pubblica sottoscritta di 8,5 milioni di azioni ordinarie a $14,50 per azione, prevedendo di raccogliere circa $123,3 milioni in proventi lordi. L'offerta è prevista per il 21 febbraio 2025.
Gli underwriter hanno un'opzione di 30 giorni per acquistare fino a ulteriori 850.000 azioni ordinarie. L'azienda prevede di utilizzare i proventi netti per rimborsare parte del debito previsto dall'acquisizione proposta di Maverick Natural Resources. Se l'acquisizione non si concretizza, i fondi saranno utilizzati per il rimborso del debito e per scopi aziendali generali.
L'offerta è gestita da diverse istituzioni finanziarie, con Citigroup e Mizuho che fungono da co-responsabili della gestione. Il completamento dell'offerta non è soggetto all'acquisizione di Maverick e viceversa.
Diversified Energy Company (LSE: DEC; NYSE: DEC) ha anunciado el precio de su oferta pública suscrita de 8,5 millones de acciones ordinarias a $14,50 por acción, esperando recaudar aproximadamente $123,3 millones en ingresos brutos. La oferta se liquidará el 21 de febrero de 2025.
Los suscriptores tienen una opción de 30 días para adquirir hasta 850,000 acciones ordinarias adicionales. La empresa planea utilizar los ingresos netos para pagar parte de la deuda esperada de la adquisición propuesta de Maverick Natural Resources. Si la adquisición no se cierra, los fondos se utilizarán para el reembolso de la deuda y fines corporativos generales.
La oferta está siendo gestionada por múltiples instituciones financieras, con Citigroup y Mizuho actuando como co-gestores. La finalización de la oferta no es condicional a la adquisición de Maverick, y viceversa.
다양화된 에너지 회사 (LSE: DEC; NYSE: DEC)는 850만 주의 보통주를 주당 $14.50에 공모하는 가격을 발표했으며, 약 $1억 2330만의 총 수익을 올릴 것으로 예상하고 있습니다. 이 공모는 2025년 2월 21일에 마감될 예정입니다.
인수인은 추가로 850,000주의 보통주를 구매할 수 있는 30일 옵션을 가지고 있습니다. 회사는 순수익을 매버릭 내추럴 리소스의 제안된 인수와 관련된 부채 일부를 상환하는 데 사용할 계획입니다. 인수가 성사되지 않을 경우, 자금은 부채 상환 및 일반 기업 목적으로 사용될 것입니다.
이 공모는 여러 금융 기관에 의해 관리되며, 시티그룹과 미즈호가 공동 주관 관리자로 활동하고 있습니다. 공모의 완료는 매버릭 인수에 의존하지 않으며, 그 반대도 마찬가지입니다.
Diversified Energy Company (LSE: DEC; NYSE: DEC) a annoncé le prix de son offre publique souscrite de 8,5 millions d'actions ordinaires à 14,50 $ par action, s'attendant à lever environ 123,3 millions $ de produits bruts. L'offre doit se régler le 21 février 2025.
Les souscripteurs ont une option de 30 jours pour acheter jusqu'à 850 000 actions ordinaires supplémentaires. La société prévoit d'utiliser les produits nets pour rembourser une partie de la dette prévue par l'acquisition proposée de Maverick Natural Resources. Si l'acquisition ne se concrétise pas, les fonds seront utilisés pour le remboursement de la dette et à des fins générales de l'entreprise.
L'offre est gérée par plusieurs institutions financières, Citigroup et Mizuho agissant en tant que co-responsables de la gestion. L'achèvement de l'offre n'est pas conditionnel à l'acquisition de Maverick, et vice versa.
Diversified Energy Company (LSE: DEC; NYSE: DEC) hat den Preis für ihr unterzeichnetes öffentliches Angebot von 8,5 Millionen Stammaktien zu je 14,50 $ pro Aktie bekannt gegeben und erwartet, etwa 123,3 Millionen $ an Bruttoerlösen zu erzielen. Das Angebot soll am 21. Februar 2025 abgeschlossen werden.
Die Underwriter haben eine 30-tägige Option, bis zu 850.000 zusätzliche Stammaktien zu kaufen. Das Unternehmen plant, die Nettoerlöse zur Rückzahlung eines Teils der Schulden zu verwenden, die aus der vorgeschlagenen Übernahme von Maverick Natural Resources erwartet werden. Sollte die Übernahme nicht zustande kommen, werden die Mittel für die Schuldenrückzahlung und allgemeine Unternehmenszwecke verwendet.
Das Angebot wird von mehreren Finanzinstituten verwaltet, wobei Citigroup und Mizuho als gemeinsame Buchlaufmanager fungieren. Der Abschluss des Angebots ist nicht von der Übernahme von Maverick abhängig, und umgekehrt.
- Secured $123.3 million in gross proceeds through share offering
- Strategic debt reduction plan through proceeds utilization
- Strong institutional backing with multiple tier-1 underwriters
- Potential shareholder dilution from 8.5 million new shares
- Additional dilution risk from 850,000 share underwriter option
- Increased debt exposure from Maverick Natural Resources acquisition
Insights
The $123.3 million equity offering represents a strategic move by Diversified Energy to optimize its capital structure ahead of the Maverick Natural Resources acquisition. The offering price of $14.50 per share reflects a
The transaction's structure reveals several key strategic elements: First, the involvement of major investment banks like Citigroup and Mizuho as joint book-runners, alongside other prominent institutions, indicates strong institutional confidence in both the offering and Diversified's broader strategy. Second, the 30-day overallotment option of 850,000 additional shares provides flexibility to accommodate excess demand while maintaining price stability.
The debt reduction focus aligns with prudent financial management, particularly given the current high-interest-rate environment. By using equity to partially fund the Maverick acquisition rather than relying solely on debt, Diversified is maintaining financial flexibility and protecting its credit metrics. The alternative use of proceeds for general debt reduction, should the Maverick acquisition not materialize, demonstrates thoughtful contingency planning and commitment to balance sheet strength.
Notably, the company's approach to respecting pre-emption rights through the allocation process shows consideration for existing shareholders, potentially mitigating concerns about dilution. The consultation with existing shareholders prior to the announcement suggests strong support for the company's strategic direction and capital allocation decisions.
BIRMINGHAM, Ala., Feb. 19, 2025 (GLOBE NEWSWIRE) -- Diversified Energy Company PLC (LSE: DEC; NYSE: DEC) (“Diversified” or the "Company"), an independent energy company focused on natural gas and liquids production, transportation, marketing and well retirement, today announces the pricing of its previously announced underwritten public offering (the “Offering”) of 8,500,000 ordinary shares (the “Shares”) at a public offering price of
Citigroup and Mizuho are acting as joint book-running managers and underwriters for the Offering. KeyBanc Capital Markets, Truist Securities, Jefferies and Raymond James are also acting as joint book-running managers and underwriters for the Offering. Johnson Rice & Company, Pickering Energy Partners, Stephens Inc. and Stifel are acting as co-managers and underwriters for the Offering.
The Company intends to use the net proceeds from the Offering to repay a portion of the debt expected to be incurred by the Company in connection with the proposed acquisition of Maverick Natural Resources, LLC, as announced on January 27, 2025 (the “Acquisition”). In the event that the Acquisition does not close, the Company intends to use the net proceeds from the Offering to repay debt and for general corporate purposes. The consummation of the Offering is not conditioned upon the completion of the Acquisition, and the completion of the Acquisition is not conditioned upon the consummation of the Offering.
A shelf registration statement relating to these securities was filed with the U.S. Securities and Exchange Commission (the "SEC") on February 11, 2025 and became effective upon filing. Copies of the registration statement can be accessed through the SEC's website free of charge at www.sec.gov. A preliminary prospectus supplement and an accompanying prospectus relating to and describing the terms of the Offering were filed with the SEC and are available free of charge by visiting EDGAR on the SEC's website at www.sec.gov. When available, copies of the final prospectus supplement and the accompanying prospectus related to the Offering can be accessed through the SEC's website free of charge at www.sec.gov or obtained free of charge from either of the joint book-running managers for the Offering: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146); or Mizuho Securities USA LLC, Attention: Equity Capital Markets Desk, at 1271 Avenue of the Americas, New York, NY 10020, or by email at US-ECM@mizuhogroup.com.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy our ordinary shares nor shall there be any sale of securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
In connection with the admission of the Shares to listing on the equity shares (commercial companies) category of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange (“Admission”), the Company intends to publish a prospectus as required under the UK version of Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. Applications will be made to the FCA and LSE for Admission, and Admission is expected to become effective at 8:00 am (London time) on February 24, 2025.
Post Transaction Report
In accordance with the Statement of Principles (November 2022) published by the Pre-Emption Group, Diversified announces the following post transaction report in connection with the Offering.
| Name of Issuer | Diversified Energy Company PLC |
| Transaction Details | The Company issued 8,500,000 new Ordinary Shares (the “Shares”), representing Admission of the Shares representing |
| Use of Proceeds | The directors of the Company intend to use the net proceeds from the Offering to repay a portion of the debt expected to be incurred by the Company in connection with the proposed acquisition of Maverick Natural Resources, LLC, as announced on 27 January 2025 (the “Acquisition”). In the event that the Acquisition does not close, the Company intends to use the net proceeds from the Offering to repay debt and for general corporate purposes. |
| Quantum of Proceeds | Total gross proceeds from the Offering, amounted to US |
| Discount | The Offering was completed at a price of US |
| Allocations | Soft pre-emption has been adhered to in the allocations process, where possible. Management was involved in the allocations process, which has been carried out in compliance with the MIFID II Allocation requirements. |
| Consultation | The Underwriters undertook a pre-launch wall-crossing process, including consultation with major shareholders, to the extent reasonably practicable and permitted by law. |
| U.K. Retail Investors | Following discussions between the Underwriters and the Company, it was decided that a retail offer would not be included in the Offering. The Offering structure was chosen to minimize cost, time to completion and complexity. |
CONTACTS
| Diversified Energy Company PLC | +1 973 856 2757 |
| Doug Kris | dkris@dgoc.com |
| Senior Vice President, Investor Relations & Corporate Communications | |
| FTI Consulting | dec@fticonsulting.com |
| U.S. & UK Financial Media Relations |
About Diversified
Diversified is a leading publicly traded energy company focused on natural gas and liquids production, transport, marketing, and well retirement. Through our unique differentiated strategy, we acquire existing, long-life assets and invest in them to improve environmental and operational performance until retiring those assets in a safe and environmentally secure manner. Recognized by ratings agencies and organizations for our sustainability leadership, this solutions-oriented, stewardship approach makes Diversified the Right Company at the Right Time to responsibly produce energy, deliver reliable free cash flow, and generate shareholder value.
Forward-Looking Statements
This press release includes forward-looking statements. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believe", "expects", "targets", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", “projects”, "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of management or the Company concerning, among other things, expectations regarding the proposed Offering of securities and the Acquisition. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on management's current beliefs and expectations about future events, including market conditions, failure of customary closing conditions and the risk factors and other matters set forth in the Company’s filings with the SEC and other important factors that could cause actual results to differ materially from those projected.
Important Notice to UK and EU Investors
This announcement contains inside information for the purposes of Regulation (EU) No. 596/2014 on market abuse and the UK Version of Regulation (EU) No. 596/2014 on market abuse, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (together, “MAR”). In addition, market soundings (as defined in MAR) were taken in respect of the matters contained in this announcement, with the result that certain persons became aware of such inside information as permitted by MAR. Upon the publication of this announcement, the inside information is now considered to be in the public domain and such persons shall therefore cease to be in possession of inside information in relation to the Company and its securities.
Members of the public are not eligible to take part in the Offering. This announcement is directed at and is only being distributed to persons: (a) if in member states of the European Economic Area, "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") ("Qualified Investors"); or (b) if in the United Kingdom, “qualified investors” within the meaning of Article 2(e) of the UK version of Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, who are (i) persons who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who fall within Article 49(2)(a) to (d) of the Order; or (c) persons to whom they may otherwise lawfully be communicated (each such person above, a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. This announcement must not be acted on or relied on by persons who are not Relevant Persons, if in the United Kingdom, or Qualified Investors, if in a member state of the EEA. Any investment or investment activity to which this announcement or the Offering relates is available only to Relevant Persons, if in the United Kingdom, and Qualified Investors, if in a member state of the EEA, and will be engaged in only with Relevant Persons, if in the United Kingdom, and Qualified Investors, if in a member state of the EEA.
No offering document or prospectus will be available in any jurisdiction in connection with the matters contained or referred to in this announcement in the United Kingdom and no such offering document or prospectus is required (in accordance with the Prospectus Regulation or UK Prospectus Regulation) to be published. The Company will publish a prospectus in connection with Admission as required under the UK Prospectus Regulation in due course.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
The Company has consulted with a number of existing shareholders and other investors ahead of the release of this announcement, including regarding the rationale for the offering. Consistent with each of its prior offerings, the Company will respect the principles of pre-emption, so far as is possible, through the allocation process, in the Offering.
In connection with the Offering, Citigroup or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. Citigroup may, for stabilization purposes, over-allot Shares up to a maximum of 10 per cent. of the total number of Shares comprised in the Offering. Citigroup will not be required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of adequate public disclosure of the final price of the securities and ending no later than 30 calendar days thereafter. However, there will be no obligation on Citigroup or any of its agents to effect stabilizing transactions and there is no assurance that stabilizing transactions will be undertaken. Such stabilizing measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilize the market price of the Shares above the offer price. Save as required by law or regulation, neither Citigroup nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilization transactions conducted in relation to the Offering.
Citigroup and Mizuho are acting exclusively for the Company and no one else in connection with the Offering and will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Offering or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offering, Citigroup and Mizuho or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the US prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Citigroup and Mizuho or any of their respective affiliates acting as investors for their own accounts. Citigroup and Mizuho or any of their respective affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Neither Citigroup nor Mizuho, nor any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
FAQ
How much is DEC raising in its February 2025 share offering?
What will DEC use the proceeds from its 2025 share offering for?
When will DEC's February 2025 share offering settle?
How many additional shares can underwriters purchase in DEC's 2025 offering?
Is DEC's share offering conditional on the Maverick acquisition?
