Permian Resources (PR) Prices 21.45M Share Secondary Offering at $13.05/sh
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Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced the pricing of an underwritten public offering of an aggregate 21,450,000 shares of its Class A Common Stock, par value $0.0001 per share (“Class A common stock”), at a price to the public of $13.05 per share, by certain affiliates of NGP Energy Capital Management, L.L.C. (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. The Selling Stockholders also granted the underwriters a 30-day option to purchase up to an additional aggregate 3,217,500 shares of Class A common stock at the public offering price, less the underwriting discounts and commissions.
Concurrently with the closing of the offering, the Company has agreed to purchase (the “Concurrent OpCo Unit Purchase”) from the Selling Stockholders an aggregate 2,200,000 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 underwriters purchase 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 the 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.
J.P. Morgan Securities LLC, BofA Securities, Inc. and Truist Securities, Inc. are serving as joint book-running managers. Barclays Capital Inc., Capital One Securities, Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC, and Wells Fargo Securities, LLC are also serving as joint book-running managers, and PNC Capital Markets LLC, U.S. Bancorp Investments, Inc., Fifth Third Securities, Inc., Comerica Securities, Inc., Regions Securities LLC, CIBC World Markets Corp., and BOK Financial Securities, Inc. are serving as co-managers for the offering. The offering is expected to close on September 22, 2023, subject to customary closing conditions.
The 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 September 9, 2022.
The offering is being 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”). A copy of the final prospectus supplement relating to the offering may be obtained from: J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204; BofA Securities: BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department or by email at [email protected]; Truist Securities: Attention: Prospectus Department, 3333 Peachtree Road NE, 9th Floor, Atlanta, Georgia 30326, [email protected]; 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.
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