PDC Energy (PDCE) Announces 6.5M Share Stock, $100M Conv. Notes Offering

September 8, 2016 4:17 PM EDT

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PDC Energy, Inc. (Nasdaq: PDCE) announced that it intends to offer for sale 6,500,000 shares of its common stock (the “common stock”) and $100 million aggregate principal amount of its convertible senior notes due 2021 (the “notes”) in concurrent underwritten public offerings. J.P. Morgan will serve as lead book-running manager for each of the common stock offering and the notes offering.

The Company will grant the underwriters in the common stock offering an option for 30 days to purchase up to an additional 975,000 shares of common stock to cover over-allotments, if any. The Company will grant the underwriters in the notes offering an option for 30 days to purchase up to $15 million aggregate principal amount of additional notes to cover over-allotments, if any.

The notes are expected to mature on September 15, 2021, unless earlier converted or repurchased. The notes will be convertible at the option of holders in certain circumstances and during certain periods into cash, common stock or a combination thereof, at the Company’s election. The interest rate, conversion rate and other terms of the notes will be determined at the time of pricing of the notes offering. The common stock and the notes will be issued pursuant to separate prospectus supplements and an accompanying prospectus filed as part of an effective shelf registration statement filed with the Securities and Exchange Commission on Form S-3. The offerings are not contingent upon each other or upon the consummation of the Company’s previously announced acquisition (the “Acquisition”) of two privately held companies managed by Kimmeridge Energy Management Company that own an aggregate of approximately 57,000 net acres in Reeves and Culberson Counties, Texas.

PDC intends to use the net proceeds from the offerings to fund a portion of the cash consideration payable in the Acquisition, to pay related fees and expenses and for general corporate purposes. If the Acquisition is not completed for any reason, PDC intends to use the net proceeds from the offerings for general corporate purposes.

A written prospectus and prospectus supplement relating to each offering may be obtained by sending a request to: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, email: prospectus-eq_fi@jpmchase.com.



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