Permian Resources Corporation Announces Pricing of Secondary Public Offering of Class A Common Stock

Rhea-AI Summary

Permian Resources Corporation (NYSE: PR) announces pricing of underwritten public offering, resulting in total gross proceeds of approximately $512.4 million

Insights

Financial Analyst

The announcement of Permian Resources Corporation's public offering of Class A Common Stock and the associated Concurrent OpCo Unit Purchase represents a strategic financial maneuver. The sale of 39,414,415 shares by affiliates of major investment firms, generating gross proceeds of approximately $512.4 million, is a significant liquidity event for the selling stakeholders.

The transaction's structure, where the company itself is not selling shares or receiving proceeds, indicates a realignment of ownership interests without diluting existing shareholders' equity. This move can be seen as a positive signal for the market, as it suggests confidence from the current owners in the company's valuation and future prospects. The cancellation of an equivalent amount of Class C Common Stock is a counterbalance to maintain share structure integrity.

For current and potential investors, the transaction's completion, which is not guaranteed but facilitated by a reputable underwriter, J.P. Morgan Securities LLC, could influence the company's stock liquidity and market perception. The company's decision to not participate in the capital raise could be interpreted as a signal of financial stability or a strategic choice to avoid equity dilution.

The timing and success of this offering may affect the company's stock performance in the short term due to changes in the market's supply and demand dynamics. Long-term implications hinge on the deployment of the raised capital by the selling stockholders and the company's operational performance, which could be indirectly impacted by the realignment of interests post-transaction.

Securities Lawyer

The offering is conducted under the regulatory framework of the Securities Act of 1933, as amended, which governs the issuance and sale of securities to protect investors. The registration statement filed with the U.S. Securities and Exchange Commission (SEC), which became automatically effective, indicates compliance with federal securities laws and provides transparency about the offering.

The conditionality of the Concurrent OpCo Unit Purchase upon the completion of the offering introduces a layer of complexity to the transaction. This conditionality ensures that the purchase of OpCo Units and the corresponding cancellation of Class C Common Stock only proceed if the public offering is successful, mitigating certain risks associated with the reorganization of ownership interests.

It is critical for investors to understand that the press release is not an offer to sell or a solicitation of an offer to buy securities. The availability of the prospectus and prospectus supplement through J.P. Morgan and the SEC's website is a necessary step for investor due diligence, ensuring access to material information required to make informed investment decisions.

MIDLAND, Texas--(BUSINESS WIRE)-- Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced the pricing of an underwritten public offering of an aggregate 39,414,415 shares of its Class A Common Stock, par value $0.0001 per share (“Class A common stock”), by certain affiliates of NGP Energy Capital Management L.L.C., Riverstone Investment Group LLC and EnCap Investments L.P. (the “Selling Stockholders”), resulting in total gross proceeds of approximately $512.4 million. Permian Resources will not sell any shares of Class A common stock in the offering and will not receive any proceeds therefrom.

Concurrently with the closing of the offering, the Company has agreed to purchase (the “Concurrent OpCo Unit Purchase”) from certain of the Selling Stockholders an aggregate 2,252,252 common units representing limited liability company interests (“OpCo Units”) in Permian Resources Operating, LLC, a Delaware limited liability company and a subsidiary of Permian Resources (“OpCo”), at a price per OpCo Unit equal to the price per share at which the underwriter purchases shares of Class A common stock in the offering and to cancel a corresponding number of shares of the Company’s Class C Common Stock, par value $0.0001 per share, held by such Selling Stockholders. The offering of Class A common stock is not conditioned upon the completion of the Concurrent OpCo Unit Purchase, but the Concurrent OpCo Unit Purchase is conditioned upon the completion of the offering.

J.P. Morgan Securities LLC is serving as the underwriter for the offering. The offering is expected to close on December 21, 2023, subject to customary closing conditions.

The offering is being made pursuant to a registration statement previously filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) which became automatically effective upon filing on November 8, 2023.

The offering is being made only by means of a prospectus and prospectus supplement that meet the requirements under the Securities Act of 1933, as amended (the “Securities Act”). Copies of the preliminary prospectus supplement and accompanying base prospectus and final prospectus supplement, when available, may be obtained from: J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204, or by email at prospectus-eq_fi@jpmchase.com; or by accessing the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy shares of Class A common stock or any other securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful without registration or qualification under the securities laws of any such state or jurisdiction.

About Permian Resources

Headquartered in Midland, Texas, Permian Resources is an independent oil and natural gas company focused on the responsible acquisition, optimization and development of high-return oil and natural gas properties. Permian Resources’ assets and operations are concentrated in the core of the Delaware Basin.

Cautionary Note Regarding Forward-Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this press release, regarding the completion of the offering and the Concurrent OpCo Unit Purchase, the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “goal,” “plan,” “target” 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 based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Be cautioned that these forward-looking statements are subject to all of the risk and uncertainties, most of which are difficult to predict and many of which are beyond Permian Resources’ control, incident to the development, production, gathering and sale of oil and natural gas. These risks include, but are not limited to, commodity price volatility, inflation, lack of availability of drilling and production equipment and services, risks relating to the Company’s ability to realize the anticipated benefits and synergies of its merger with Earthstone Energy, Inc. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth in the Company’s filings with the SEC, including the prospectus relating to the offering, the Registration Statement (as defined below), its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and its subsequent Quarterly Reports on Form 10-Q, under the caption “Risk Factors,” as may be updated from time to time in the Company’s periodic filings with the SEC. Any forward-looking statement in this press release speaks only as of the date of this release. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

View source version on businesswire.com: https://www.businesswire.com/news/home/20231219612937/en/

Hays Mabry – Sr. Director, Investor Relations

Mae Herrington – Engineering Advisor, Investor Relations

(832) 240-3265

ir@permianres.com

Source: Permian Resources Corporation

FAQ

What did Permian Resources announce?

Permian Resources Corporation announced the pricing of an underwritten public offering of 39,414,415 shares of its Class A Common Stock, resulting in total gross proceeds of approximately $512.4 million.

Who are the selling stockholders in the offering?

The selling stockholders in the offering are certain affiliates of NGP Energy Capital Management L.L.C., Riverstone Investment Group LLC, and EnCap Investments L.P.

Who is serving as the underwriter for the offering?

J.P. Morgan Securities LLC is serving as the underwriter for the offering.

When is the offering expected to close?

The offering is expected to close on December 21, 2023, subject to customary closing conditions.

Where can I obtain copies of the prospectus and prospectus supplement?

Copies of the preliminary prospectus supplement and accompanying base prospectus and final prospectus supplement, when available, may be obtained from J.P. Morgan or by accessing the SEC’s website at www.sec.gov.