Permian Resources Corporation (“Permian Resources” or the
“Company”) (NYSE: PR) today announced the pricing of an
underwritten public offering (the “equity offering”) of an
aggregate 26,500,000 shares of its Class A Common Stock, par value
$0.0001 per share (“Class A common stock”), at a price to the
public of $15.30 per share.
Concurrently with the equity offering, subject to market
conditions, Permian Resources Operating, LLC, a subsidiary of
Permian Resources (the “Issuer”), intends to offer for sale in a
private placement (the “concurrent notes offering”) 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 equity offering is not conditioned on the
consummation of the concurrent notes offering, and the concurrent
notes offering is not conditioned on the consummation of the equity
offering.
The Company intends to use the net proceeds it receives from the
equity offering, along with a portion of the net proceeds of the
concurrent notes offering, to fund a portion of the aggregate
purchase price for the recently announced acquisition of oil and
gas properties, interests and related assets owned by Occidental
Petroleum Corporation (the “Acquisition”), which is expected to
close in the third quarter of 2024, subject to customary closing
conditions. The Acquisition is not contingent upon the completion
of the equity offering or the concurrent notes offering. If the
Acquisition is not completed, or if there are any remaining net
proceeds from the equity offering following its consummation, the
Company intends to use the proceeds of the equity offering for
general corporate purposes, including potential future
acquisitions.
Goldman Sachs & Co. LLC and Morgan Stanley are serving as
the underwriters for the equity offering. The equity offering is
expected to close on July 30, 2024, subject to customary closing
conditions.
The equity 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 May 24, 2024.
The equity offering will be 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: Goldman Sachs & Co. LLC, Prospectus Department,
200 West Street, New York, NY 10282, telephone: 866-471-2526,
facsimile: 212-902-9316 or by emailing
Prospectus-ny@ny.email.gs.com; Morgan Stanley & Co. LLC, 180
Varick St, 2nd Floor; 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, 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
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 equity
offering and the concurrent notes offering and the use of proceeds
therefrom, 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240729232497/en/
Hays Mabry – Vice President, Investor Relations (432) 315-0114
ir@permianres.com
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