Permian Resources Corporation (“Permian Resources,” “we,” “us”
or “our”) (NYSE: PR) today announced that Permian Resources
Operating, LLC (“Permian Resources OpCo”), a subsidiary of Permian
Resources, commenced a cash tender offer (the “Tender Offer”) to
purchase any and all of the outstanding senior notes (the “Notes”)
listed in the following table upon the terms and conditions
described in Permian Resources OpCo’s Offer to Purchase, dated July
29, 2024 (the “Offer to Purchase”).
Certain information regarding the Notes and the U.S. Treasury
Reference Security, the Bloomberg reference page and the fixed
spread is set forth in the table below.
Title of Security
CUSIP
Numbers
Principal Amount
Outstanding
U.S. Treasury
Reference Security
Bloomberg
Reference Page
Fixed Spread
(basis points)
7.75% Senior
Notes due 2026(1)
19416MAA7
(144A) /
U19447AA6
(Reg S)
$300,000,000
2.000% U.S. Treasury
due February 15, 2025
FIT3
0
(1) The Notes are callable at a
redemption price of 100.00% of the principal amount thereof, plus
accrued and unpaid interest, starting on February 15, 2025.
The “Purchase Price” for each $1,000 principal amount of the
Notes validly tendered, and not validly withdrawn, and accepted for
purchase pursuant to the Tender Offer will be determined in the
manner described in the Offer to Purchase by reference to the fixed
spread specified above plus the yield based on the bid-side price
of the U.S. Treasury Reference Security specified above, as quoted
on the Bloomberg Bond Trader FIT3 series of pages, at 2:00 p.m. New
York City time, on August 2, 2024, the date on which the Tender
Offer is currently scheduled to expire. The Purchase Price will be
based on a yield to February 15, 2025, the date of the next
specified redemption price reduction under the indenture governing
the Notes, and assuming the Notes are redeemed on February 15,
2025, at the specified redemption price for such date of 100.000%
of the principal amount, as described in the Offer to Purchase.
In addition to the Purchase Price, holders whose Notes are
purchased pursuant to the Tender Offer will also receive accrued
and unpaid interest thereon from the last interest payment date up
to, but not including, the initial date on which Permian Resources
OpCo makes payment for such Notes, which date is currently expected
to be August 8, 2024, assuming that the Tender Offer is not
extended or earlier terminated.
The Tender Offer is being made pursuant to the terms and
conditions contained in the Offer to Purchase and Notice of
Guaranteed Delivery, copies of which may be obtained from D.F. King
& Co., Inc., the tender agent and information agent for the
Tender Offer, by calling (800) 676-7437 (toll-free) or, for banks
and brokers, (212) 269-5550. Copies of the Offer to Purchase and
Notice of Guaranteed Delivery are also available at the following
web address: https://www.dfking.com/permian; or by requesting via
email at permian@dfking.com.
The Tender Offer will expire at 5:00 p.m., New York City time,
on August 2, 2024 unless extended or earlier terminated (such time
and date, as the same may be extended, the “Expiration Time”).
Tendered Notes may be withdrawn at any time before the Expiration
Time. Holders of Notes must validly tender and not validly withdraw
their Notes (or comply with the procedures for guaranteed delivery)
before the Expiration Time to be eligible to receive the
consideration for their Notes.
Settlement for all Notes tendered prior to the Expiration Time
or pursuant to a Notice of Guaranteed Delivery is expected to be
August 8, 2024, assuming that the Tender Offer is not extended or
earlier terminated.
There can be no assurance that any Notes will be purchased. The
Tender Offer is conditioned upon the satisfaction of certain
conditions, including the completion of a contemporaneous debt
financing (the “Debt Financing”) by Permian Resources OpCo on terms
and conditions (including, but not limited to, the amount of
proceeds raised in such financing) satisfactory to Permian
Resources OpCo and Permian Resources. The Tender Offer is not
conditioned upon any minimum amount of Notes being tendered. The
Tender Offer may be amended, extended, terminated or withdrawn.
Permian Resources OpCo intends to use a portion of the net proceeds
of the Debt Financing to fund the purchase of the Notes in the
Tender Offer.
Subject to completion of the Tender Offer, we intend to redeem
all Notes not purchased in the Tender Offer on or about February
15, 2025 (the “Redemption”) at a redemption price of 100.000% of
the principal amount, plus accrued and unpaid interest, if any, to
the redemption date.
Permian Resources OpCo has retained J.P. Morgan Securities LLC
to serve as the exclusive Dealer Manager for the Tender Offer.
Questions regarding the terms of the Tender Offer may be directed
to J.P. Morgan Securities LLC, Liability Management Group, at (866)
834-4666 (toll-free) or (212) 834-4818 (collect).
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any Notes in the Tender Offer and
does not constitute a notice of redemption for the 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.
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
of 1933, as amended, 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 the Debt Financing 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, 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/20240728642996/en/
Hays Mabry – Vice President, Investor Relations (432) 315-0114
ir@permianres.com
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