Permian Resources Announces $750.0 Million Private Placement of Senior Notes Due 2033
29 Luglio 2024 - 12:32PM
Business Wire
Permian Resources Corporation (“Permian Resources,” “we,” “us”
or “our”) (NYSE: PR) announced today that, subject to market
conditions, Permian Resources Operating, LLC, a subsidiary of
Permian Resources (the “Issuer”), intends to offer for sale in a
private placement under Rule 144A and Regulation S under the
Securities Act of 1933, as amended (the “Securities Act”), to
eligible purchasers $750.0 million in aggregate principal amount of
senior unsecured notes due 2033 (the “Notes”). The Notes will be
guaranteed on a senior unsecured basis by Permian Resources and all
of the Issuer’s subsidiaries that guarantee the Issuer’s
obligations under its senior secured credit facility (the “credit
facility”).
Concurrently with this offering, the Issuer commenced a tender
offer (the “Tender Offer”) to purchase for cash any and all of its
outstanding 7.75% Senior Notes due 2026 (the “2026 Notes”) validly
tendered and not validly withdrawn. The Tender Offer is made only
by and pursuant to the terms of the Offer to Purchase, dated July
29, 2024. The Tender Offer is conditioned on the consummation of
this offering, but this offering is not conditioned upon the
completion of the Tender Offer. Subject to completion of the Tender
Offer, we intend to redeem all 2026 Notes not purchased in the
Tender Offer on or about February 15, 2025 at a redemption price of
100.000% of the principal amount, plus accrued and unpaid interest,
if any, to the redemption date (the “Redemption”).
The Issuer intends to use the net proceeds from this offering
(i) to purchase for cash any and all of the Issuer’s outstanding
2026 Notes, pursuant to the Tender Offer, including any related
premiums and expenses in connection therewith, (ii) to the extent
any 2026 Notes remain outstanding after the Tender Offer, to fund
the Redemption, (iii) to fund a portion of the purchase price for
the recently announced acquisition of oil and gas properties,
interests and related assets owned by certain affiliates of
Occidental Petroleum Corporation (the “Acquisition”) and (iv) with
any remaining net proceeds, to repay a portion of the amounts
outstanding under the credit facility.
The Notes have not been registered under the Securities Act, or
any state securities laws, and, unless so registered, the Notes may
not be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws. The Issuer plans to offer and sell the Notes
only to persons reasonably believed to be qualified institutional
buyers pursuant to Rule 144A under the Securities Act and to
persons outside the United States pursuant to Regulation S under
the Securities Act.
This communication shall not constitute an offer to sell, or the
solicitation of an offer to buy, any of the Notes, nor shall there
be any sale of the Notes in any state or 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
jurisdiction. Additionally, this communication shall not constitute
an offer to purchase or the solicitation of an offer to sell any
2026 Notes in the Tender Offer, nor does it constitute a notice of
redemption under the indenture governing the 2026 Notes.
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, making it the
second largest Permian Basin pure-play E&P.
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, including statements regarding this offering
and the use of proceeds therefrom, including the Tender Offer and
the timing and outcome thereof and the Redemption, our strategy,
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.
We caution you that any forward-looking statements are subject
to all of the risks and uncertainties, most of which are difficult
to predict and many of which are beyond our control, incident to
the development, production, gathering and sale of oil and natural
gas. Factors which could cause our actual results to differ
materially from the results contemplated by forward-looking
statements may include, but are not limited to, risks relating to
the Acquisition and the timing thereof and those set forth in
Permian Resources’ filings with the U.S. Securities and Exchange
Commission (the “SEC”), including its Annual Report on Form 10-K
for the fiscal year ended December 31, 2023, and its subsequent
Quarterly Reports on Form 10-Q, under the caption “Risk Factors,”
as may be updated from time to time in Permian Resources’ periodic
filings with the SEC.
Should one or more of the risks or uncertainties described in
this press release occur, or should any underlying assumptions
prove incorrect, our actual results and plans could differ
materially from those expressed in any forward-looking statements.
All forward-looking statements, expressed or implied, included 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 we or persons acting on our behalf
may issue.
Except as otherwise required by applicable law, we disclaim any
duty to update any forward-looking statements, all of which are
expressly qualified by the statements in this section, to reflect
events or circumstances after the date of this press release.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240728828466/en/
Hays Mabry – Vice President, Investor Relations (432) 315-0114
ir@permianres.com
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