Diversified Energy Announces Proposed Offering of Ordinary Shares
Diversified Energy Company PLC (LSE: DEC; NYSE: DEC) has announced a proposed underwritten public offering of up to 8.5 million ordinary shares in the United States, with an additional option for underwriters to purchase up to 850,000 shares. Citigroup and Mizuho are serving as joint book-running managers for the offering.
The company plans to use the net proceeds to repay a portion of the debt expected from its proposed acquisition of Maverick Natural Resources, , announced on January 27, 2025. If the acquisition doesn't close, proceeds will be used for debt repayment and general corporate purposes. The offering's completion is not contingent on the acquisition, and vice versa.
Diversified Energy Company PLC (LSE: DEC; NYSE: DEC) ha annunciato una proposta di offerta pubblica sottoscritta fino a 8,5 milioni di azioni ordinarie negli Stati Uniti, con un'opzione aggiuntiva per gli underwriter di acquistare fino a 850.000 azioni. Citigroup e Mizuho stanno fungendo da manager congiunti per l'offerta.
L'azienda prevede di utilizzare i proventi netti per ripagare una parte del debito previsto dalla sua proposta di acquisizione di Maverick Natural Resources, annunciata il 27 gennaio 2025. Se l'acquisizione non si concretizza, i proventi saranno utilizzati per il rimborso del debito e per scopi aziendali generali. Il completamento dell'offerta non è subordinato all'acquisizione e viceversa.
Diversified Energy Company PLC (LSE: DEC; NYSE: DEC) ha anunciado una oferta pública propuesta subrogada de hasta 8,5 millones de acciones ordinarias en Estados Unidos, con una opción adicional para que los suscriptores compren hasta 850,000 acciones. Citigroup y Mizuho están actuando como gerentes conjuntos de la oferta.
La compañía planea utilizar los ingresos netos para pagar una parte de la deuda esperada de su propuesta de adquisición de Maverick Natural Resources, anunciada el 27 de enero de 2025. Si la adquisición no se cierra, los ingresos se utilizarán para el pago de la deuda y para fines corporativos generales. La finalización de la oferta no depende de la adquisición y viceversa.
다양화된 에너지 회사 PLC (LSE: DEC; NYSE: DEC)는 미국에서 850만 주의 보통주에 대한 공모를 제안했으며, 인수자에게는 추가로 85만 주를 구매할 수 있는 옵션이 제공됩니다. 씨티그룹과 미즈호가 이 공모의 공동 주관 매니저로 활동하고 있습니다.
회사는 매버릭 내추럴 리소스의 인수에 따른 예상 부채의 일부를 상환하기 위해 순수익을 사용할 계획입니다. 인수 거래가 성사되지 않으면, 수익은 부채 상환 및 일반 기업 용도로 사용됩니다. 이 공모의 완료는 인수 거래에 의존하지 않으며, 그 반대도 마찬가지입니다.
Diversified Energy Company PLC (LSE: DEC; NYSE: DEC) a annoncé une offre publique souscrite proposée de jusqu'à 8,5 millions d'actions ordinaires aux États-Unis, avec une option supplémentaire pour les souscripteurs d'acheter jusqu'à 850 000 actions. Citigroup et Mizuho agissent en tant que gestionnaires conjoints de l'offre.
L'entreprise prévoit d'utiliser les produits nets pour rembourser une partie de la dette prévue de sa proposition d'acquisition de Maverick Natural Resources, annoncée le 27 janvier 2025. Si l'acquisition ne se réalise pas, les produits seront utilisés pour le remboursement de la dette et à des fins générales de l'entreprise. L'achèvement de l'offre n'est pas subordonné à l'acquisition et vice versa.
Diversified Energy Company PLC (LSE: DEC; NYSE: DEC) hat ein vorgeschlagenes unterzeichnetes öffentliches Angebot von bis zu 8,5 Millionen Stammaktien in den Vereinigten Staaten angekündigt, mit einer zusätzlichen Option für die Underwriter, bis zu 850.000 Aktien zu kaufen. Citigroup und Mizuho fungieren als gemeinsame Buchführungsmanager für das Angebot.
Das Unternehmen plant, die Nettomittel zu verwenden, um einen Teil der Schulden zurückzuzahlen, die aus der vorgeschlagenen Übernahme von Maverick Natural Resources erwartet werden, die am 27. Januar 2025 angekündigt wurde. Wenn die Übernahme nicht abgeschlossen wird, werden die Erlöse für die Schuldenrückzahlung und allgemeine Unternehmenszwecke verwendet. Der Abschluss des Angebots ist nicht von der Übernahme abhängig und umgekehrt.
- Potential debt reduction through share offering proceeds
- Strategic acquisition financing of Maverick Natural Resources
- Potential shareholder dilution from 8.5 million new shares plus 850,000 optional shares
- Additional debt burden from Maverick acquisition
Insights
This equity offering marks a strategic pivot in Diversified Energy's capital structure management, with several notable implications for investors. The company is seeking to raise capital through up to 8.5 million new ordinary shares, with an additional 850,000 share option for underwriters, representing a potential dilution of approximately 4.1% of the current share base.
The timing of this offering, following the Maverick Natural Resources acquisition announcement, reveals a calculated approach to balance sheet optimization. By using equity to repay acquisition-related debt, Diversified is effectively de-risking its capital structure, though at the cost of shareholder dilution. The involvement of heavyweight underwriters Citigroup and Mizuho suggests strong institutional support for the offering.
A important detail in the announcement is the unconditioned nature of both the offering and the Maverick acquisition - neither is dependent on the other's completion. This structure provides Diversified with financial flexibility, as the raised capital can be redirected to general debt reduction if the acquisition falls through. This flexibility, however, comes with execution risk that investors should monitor.
The choice of equity financing over other alternatives (such as additional debt or hybrid securities) indicates management's preference for strengthening the balance sheet rather than increasing leverage. This conservative approach could position the company more favorably for future opportunities while maintaining financial stability in the cyclical energy sector.
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 launch of an underwritten public offering (the “Offering”) in the United States of up to 8,500,000 ordinary shares (the “Shares”).
Citigroup and Mizuho are acting as joint book-running managers and underwriters for the proposed Offering.
In addition, Diversified intends to grant the underwriters an option to purchase up to an additional 850,000 ordinary shares at the public offering price, less underwriting discount. The Offering is subject to market conditions and other factors, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of 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. The Offering will be made only by means of a prospectus supplement and an accompanying prospectus in the United States. A preliminary prospectus supplement and the accompanying prospectus related to the Offering will be filed with the SEC and will be available free of charge by visiting EDGAR on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus can also be obtained, when available, 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.
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.
FAQ
How many shares is DEC offering in its February 2025 public offering?
What will DEC use the proceeds from its 2025 share offering for?
Who are the underwriters for DEC's 2025 share offering?
Is DEC's 2025 share offering contingent on the Maverick acquisition?
