Permian Resources Corporation Announces Secondary Public Offering of Class A Common Stock
March 04 2024 - 6:59AM
Business Wire
Permian Resources Corporation (“Permian Resources” or the
“Company”) (NYSE: PR) today announced the commencement of an
underwritten public offering of an aggregate 48,500,000 shares of
its Class A Common Stock, par value $0.0001 per share (“Class A
common stock”), by certain affiliates of EnCap Investments L.P.,
NGP Energy Capital Management L.L.C., Pearl Energy Investments and
Riverstone Investment Group LLC and certain members of the
Company’s management (the “Selling Stockholders”).
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
intends to purchase (the “Concurrent OpCo Unit Purchase”) from
certain of the Selling Stockholders an aggregate 2,000,000 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.
Goldman Sachs & Co. LLC is serving as the underwriter for
the offering. The offering is subject to market and other
conditions, and there can be no assurance as to whether or when the
offering may be completed, or as to the actual size or terms of the
offering.
The proposed offering is being made pursuant to a registration
statement previously filed by the Company with the U.S. Securities
and Exchange Commission (the “SEC”) that became automatically
effective upon filing on November 8, 2023.
The proposed 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, by telephone at (866)
471-2526, by facsimile at (212) 902-9316 or by emailing
Prospectus-ny@ny.email.gs.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 and expectations
of management regarding the Company or managements’ equity holdings
or compensation arrangements 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 and
risks relating to the Company’s ability to realize the anticipated
benefits and synergies of its merger with Earthstone Energy, Inc.
Actual results or the referenced outcomes 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
described above and its Annual Report on Form 10-K for the fiscal
year ended December 31, 2023, 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240304482479/en/
Hays Mabry – Sr. Director, Investor Relations Mae Herrington –
Engineering Advisor, Investor Relations (832) 240-3265
ir@permianres.com
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