Pricing of Offering of Ordinary Shares

In brief · summary, not quotable

Diversified priced 8.5 million shares at $14.50 per share, raising $123.3 million gross to fund Maverick acquisition debt.

Shares issued 8,500,000
Offering price per share $14.50
Gross proceeds $123.3 million
Net proceeds $118.3 million
Percentage of share capital 16.6%
Discount to last close 3.4%

Full announcement

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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 $14.50 per Share for total gross proceeds of approximately $123.3 million. The Offering is expected to settle on February 21, 2025, subject to customary closing conditions. In addition, Diversified has granted the underwriters a 30-day option to purchase up to an additional 850,000 ordinary shares at the public offering price, less underwriting discount.

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.

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 16.6% of the Company's ordinary share capital as of 14 February 2025. Admission of the Shares representing 16.6% of the Company's ordinary share capital as of 14 February 2024 is expected to occur at 8.00 am (London time) on 24 February 2024.
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$123.3 million (approximately £97.9 million), approximately US$118.3 million net of expenses (approximately £93.9 million net of expenses).
Discount	The Offering was completed at a price of US$14.50 per Share, representing a 3.4% percent discount from the NYSE closing price of US$15.01 per Share on 19 February 2025 (being the last business day prior to the pricing of the Offering).
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.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.