PDC ENERGY, INC. Item 1.01. Entry into a Material Definitive Agreement.
On a Current Report on Form 8-K filed with theU.S. Securities and Exchange Commission (the "SEC") onFebruary 28, 2022 ,PDC Energy, Inc. (the "Company") reported entering into a Membership Interest Purchase Agreement (the "Purchase Agreement") withGreat Western Petroleum, LLC ("Great Western"), the current members of Great Western ("Sellers"), andEIG Dunedin Equity Aggregator, L.P. , a Seller, as seller representative. Pursuant to the Purchase Agreement, Sellers agreed to sell all of the issued and outstanding equity ownership interests of Great Western (the "Great Western Interests") to the Company (the "Transaction"). OnMay 6, 2022 , the Transaction was consummated and Sellers sold all of the Great Western Interests to the Company. The consideration for the Great Western Interests consisted of$542,500,000 in cash and 4,007,018 shares of the Company's common stock (the "Shares"). A portion of the cash consideration was placed into escrow and is subject to certain post-closing adjustments. The Company borrowed$950 million under its revolving credit facility to finance the Transaction, including the payments made in respect of Great Western's indebtedness as described below. In connection with the closing of the Transaction, (i) Great Western terminated all commitments and repaid all amounts outstanding under its Third Amended and Restated Credit Agreement between Great Western,MUFG Union Bank, N.A. (formerly known asUnion Bank, N.A. ), as administrative agent, and the lenders party thereto and (ii) Great Western irrevocably deposited in trust an amount sufficient to pay and discharge onMay 20, 2022 Great Western's 12.000% Senior Secured Second Lien Notes dueSeptember 1, 2025 (the "Notes") in accordance with the notice of conditional redemption previously given by the trustee to the holders of the Notes. As contemplated by the Purchase Agreement, at the closing of the Transaction, the Company entered into a Registration Rights Agreement with the Sellers. The Registration Rights Agreement includes customary registration rights provisions, including an obligation of the Company within five business days following the date of the agreement to file a registration statement, or a prospectus supplement to an existing registration statement, with theSEC providing for the registration and resale, on a continuous or delayed basis, of all of the Shares. The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Registration Rights Agreement attached hereto as Exhibit 10.1.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference herein.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information set forth in Item 1.01 is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
OnMay 6, 2022 , the Company issued a press release announcing the closing of the Transaction. The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 to this Current Report on Form 8-K, is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. --------------------------------------------------------------------------------
Item 8.01. Other Events.
Outlined below are the hedge positions of Great Western, which the Company will assume as a result of the Transaction.
Collars Fixed-Price Swaps
Quantity Quantity Weighted
(Crude oil - WeightedAverage (Crude Oil - AverageCommodity/ Index/ MBbls Contract Price MBbls Contract Maturity Period Floors Natural Gas - BBtu) Ceilings Gas and Basis - BBtu) Price Crude Oil NYMEX 2022 (June - December) - $ - $ - 4,045$ 65.14 2023 - - - 2,490 76.55 Total Crude Oil - 6,535 Natural Gas NYMEX 2022 (June - December) 4,155 3.04 3.85 14,715 3.29 2023 422 3.11 4.00 7,083 3.24 4,577 21,798 Basis Protection - Natural Gas CIG 2022 (June - December) 5,250 0.27 2023 3,180 0.35 Total Basis Protection - Natural Gas
8,430
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Financial statements, to the extent required by this Item 9.01, will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date that this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
Pro forma financial information, to the extent required by this Item 9.01, will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date that this Current Report on Form 8-K is required to be filed.
(c) Exhibits
The following exhibits are filed herewith.
Exhibit No. Description
10.1 Registration Rights Agreement, dated May 6, 2022 , by and among PDC
Energy, Inc. and each of the other parties listed on the signature
pages attached thereto .
99.1 Press Release, dated May 6, 2022 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source
