25 Aug 2023listing compliance notice▼ BadMajor
PDC ENERGY, INC. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
7 Aug 2023business combination● NeutralMajor
The Chevron merger closed on August 7, 2023. Each PDC share was converted into 0.4638 of a Chevron share, with cash paid instead of any fractional share. PDC is now a wholly owned Chevron subsidiary, its stock was suspended from Nasdaq and a Form 25 was filed to delist it. PDC also terminated its JPMorgan-led credit agreement and repaid the $560 million outstanding, with no early termination penalty. Equity awards were converted into Chevron awards or paid out in Chevron shares as set out in the merger terms. This completes the deal announced in May 2023, following the antitrust clearance and the proxy process.
7 Aug 2023listing compliance notice● NeutralMajor
PDC ENERGY, INC.'s exchange filed to remove a class of its securities from listing.
28 July 2023business combination● Neutral
PDC said several shareholder lawsuits (three in Colorado federal court, one in Delaware, three in New York, one in Denver state court) challenge the disclosures about the Chevron merger. PDC and Chevron say the claims are without merit but voluntarily added extra detail to the July 7 proxy statement, including a $3 million fee paid to adviser PJT Partners (which had also received about $500,000 in retainer fees from Chevron in the prior two years), the adviser's valuation comparisons, and projected cash flows. The merger terms (0.4638 Chevron share per PDC share) and the August 4 vote are unchanged.
7 July 2023business combination● NeutralMajor
PDC filed its final proxy statement for the Chevron merger, calling a virtual special stockholder meeting for August 4, 2023 (record date June 26) to vote on adopting the merger agreement, which needs a majority of outstanding shares. The board unanimously recommends voting for it; at Chevron's June 27 price the 0.4638 exchange ratio was worth about $71.21 per PDC share, roughly a 9.4% premium to the May 19 close, and PDC holders would own about 2% of Chevron. The vote has not yet happened, so holders' shares are not yet exchanged.
6 July 2023business combination▲ GoodMajor
The US antitrust (HSR Act) waiting period for the Chevron merger expired on July 5, 2023, clearing one of the closing conditions. The filing says the merger still needs the other conditions, including PDC stockholder approval, and Chevron has by now filed its S-4 registration statement.
22 May 2023business combination▲ GoodMajor
PDC and Chevron issued a joint press release on May 22, 2023 announcing the merger agreement signed May 21. Chevron described it as an all-stock deal valued at $6.3 billion, or $72 per PDC share (based on Chevron's May 19 close), with $7.6 billion total enterprise value including debt. The release says the 0.4638 ratio matches the merger agreement, and Chevron's own claims (e.g. adding about 10% to its proved reserves, about $1 billion annual free cash flow) are Chevron's expectations, not PDC results.
22 May 2023business combination▲ GoodMajor
PDC signed a merger agreement with Chevron on May 21, 2023: each PDC share would convert into 0.4638 of a Chevron share (plus cash for fractions), with PDC becoming a wholly-owned Chevron subsidiary. Closing needs PDC stockholder approval, US antitrust (HSR) clearance, an effective Chevron S-4 and NYSE listing; PDC would owe Chevron a $225,000,000 termination fee if it backs out for a superior proposal or the board changes its recommendation, and the end date is May 22, 2024 (extendable to Nov 26, 2024 if only regulatory approvals are outstanding). This is a new thread that, if completed, would end holders' PDC stock in exchange for Chevron stock.
19 May 2023material agreement● Neutral
On May 17, 2023, PDC amended its Fifth Amended and Restated Credit Agreement (dated November 2, 2021) with JPMorgan Chase as agent. The maximum credit amount rose from $2.5B to $3.5B, the borrowing base was reaffirmed at $3.5B, and PDC raised its elected commitment from $1.5B to $1.8B. The amendment also allows PDC to take on term loans, either outside the credit agreement within a year or from its lenders, capped at one-third of its elected commitments plus term loans.
9 May 2022asset acquisition disposition● NeutralMajor
On May 6, 2022, PDC completed the Great Western acquisition announced in February, paying $542.5M in cash and issuing 4,007,018 shares to the sellers. PDC borrowed $950M under its revolving credit facility to fund the deal, including paying off Great Western's debt (its credit agreement and its 12% second lien notes due 2025, which were deposited in trust for redemption on May 20, 2022). PDC also took on Great Western's oil and gas hedges and agreed to register the sellers' shares for resale.
28 Feb 2022capital raising announcement▲ GoodMajor
On February 26, 2022, PDC agreed to buy Great Western Petroleum, a Denver-based DJ Basin operator, for $542.5M in cash plus 4,007,018 new PDC shares, so existing shareholders will be diluted by the share issuance. The deal needs antitrust (HSR) clearance and has an outside date of June 30, 2022 (extendable to July 29). The press release values it at about $1.3B including roughly $500M of net debt, expects a second-quarter close, and says funding will come from cash and credit facility borrowings. It also raises the quarterly dividend to $0.25 per share, with a $0.35 per-share increase expected on closing, and lifts the buyback authorization to $1.25B. This is a new acquisition in the same Wattenberg area as PDC's existing business.
20 Apr 2021listing compliance notice▼ BadMajor
PDC ENERGY, INC. suspended its duty to file periodic reports with the SEC.
15 Sept 2020debt financing● NeutralMajor
PDC sold an additional $150M of its 5.75% senior notes due May 15, 2026, in a registered offering underwritten by BofA Securities; the sale closed September 15, 2020. These add to the $600M of notes issued in November 2017 under the same indenture and are guaranteed by PDC Permian, so total debt on this series goes up. The filing does not state what the proceeds will be used for.
5 June 2020business combination● Neutral
PDC filed SRC's financial statements for 2019 and an unaudited pro forma 2019 income statement showing the combined company as if the January 14, 2020 merger had happened on January 1, 2019. It is a follow-up financial-information filing for the completed merger; the excerpt gives no figures and no new deal terms.
14 Jan 2020asset acquisition disposition● NeutralMajor
On January 14, 2020, PDC completed its merger with SRC Energy, with SRC merging into PDC. Each SRC share became 0.158 of a PDC share (cash for fractions), the terms set out when the deal was announced in August 2019, so the pending merger is now done. PDC took on SRC's $550M 6.25% senior notes due 2025, guaranteed by PDC Permian, and plans an offer to buy them back at 101% of principal. Lynn Peterson and Paul Korus joined PDC's board, as the merger agreement required. PDC had elected a $1.7B credit facility commitment effective at closing, with an option to go up to $1.9B before April 30, 2020, a decision it says will depend partly on how many SRC notes are tendered.
3 Jan 2020business combination● Neutral
PDC and SRC voluntarily added disclosures to the merger proxy statement filed Dec 9, 2019; the special meetings of both companies' holders are set for Jan 13, 2020. The additions explain the merger background, including Colorado regulation (Proposition 112 defeated in Nov 2018, Senate Bill 19-181 enacted April 2019) and that SRC wanted to wait on talks until PDC's proxy contest with Kimmeridge was resolved. PDC expects about $40 million of G&A savings in 2020 and a further $10 million in 2021. Citi's analysis for SRC's advisors put the 0.158 exchange ratio against an implied range of 0.1163x-0.1510x on relative contribution. The filing says the additions are not an admission that they are legally required or material. Deal terms are unchanged.
13 Nov 2019business combination● Neutral
PDC filed Amendment No. 2 to its S-4 for the SRC merger. The visible text adds a proposal for SRC shareholders to approve adjourning their meeting if more votes are needed. The 0.158 exchange ratio is unchanged and meeting dates are still blank in this version. The rest of the filing was truncated.
23 Oct 2019business combination● Neutral
PDC filed Amendment No. 1 to its S-4 for the SRC merger (registration no. 333-233933). The excerpt shows the same terms, 0.158 PDC share per SRC share, and meeting and record dates still blank; the visible text shows only a page reference change for the risk factors. No new deal terms appear in the portion provided, and the rest of the filing was truncated, so other changes cannot be confirmed.
25 Sept 2019business combination● NeutralMajor
PDC filed the S-4 registration statement and draft joint proxy for the SRC Energy merger announced Aug 25, 2019, registering up to 39,923,671 new PDC shares for SRC holders at 0.158 PDC share per SRC share. The filing says the deal needs approval from PDC stockholders and SRC shareholders; meeting dates and record dates are still blank. The merger value at the Aug 23, 2019 PDC closing price was about $3.99 per SRC share. This continues the pending merger and is the S-4 that earlier filings said was still to come.
4 Sept 2019business combination● Neutral
On August 30, 2019, PDC amended its May 2018 credit agreement with JPMorgan Chase to allow certain borrowings and letters of credit tied to the SRC merger and to change a covenant so the merger is permitted. This supports the pending SRC deal and does not change the deal terms.
26 Aug 2019business combination● NeutralMajor
On August 25, 2019, PDC agreed to merge with SRC Energy Inc., with SRC merging into PDC. Each SRC share converts into 0.158 of a PDC share, so PDC will issue new shares, and the deal needs approval from both companies' shareholders, antitrust clearance and an S-4. PDC officers stay in place and two SRC directors join PDC's board. Fees: PDC would owe SRC $55M and SRC would owe PDC $35M under specified termination circumstances; the outside date is Feb 25, 2020 (extendable to May 25, 2020).
13 June 2019asset acquisition disposition▲ GoodMajor
PDC closed the sale of its Delaware Basin gas midstream assets to EagleClaw Midstream Ventures, LLC on June 11, 2019, the sale flagged in the previous filing. It gets $100M at closing and $82M due one year later, with up to about $60M more if volume targets are exceeded, and keeps long-term processing and transport access.
31 May 2019asset acquisition disposition▲ GoodMajor
PDC sold its Delaware Basin water-related midstream assets to WaterBridge Resources, LLC on May 30, 2019 for $125M cash plus up to $75M conditional payments, and keeps access to WaterBridge's water disposal network. It also reported selling other midstream assets to Oryx on May 24, 2019 for $37.3M plus up to $15.2M conditional, and said a gas gathering sale (announced April 30, 2019; $182M initial plus up to $60M conditional) was expected to close in June 2019.
13 June 2018business combination● Neutral
PDC filed a new registration statement (S-4) on June 13, 2018 to swap the $600M of 5.750% senior notes due 2026 for registered notes with substantially identical terms, as it agreed to do when the notes were sold in November 2017. The expiration date is blank, and the filing makes no change to PDC's debt amount or terms.
25 May 2018debt financing▲ GoodMajor
On May 23, 2018, PDC replaced its 2013 credit agreement with a Fourth Amended and Restated Credit Agreement (JPMorgan Chase as agent). It has a $700M initial commitment, a $1.3B initial borrowing base, a $2.5B maximum credit amount and a $25M swingline, and the maturity moves from May 21, 2020 to May 23, 2023. The filing also states lower interest rates and looser covenants.
29 Nov 2017security holder rights change● NeutralMajor
PDC closed the $600M 5.750% senior notes due 2026 on November 29, 2017, the offering announced on Nov 17; the notes carry a PDC Permian, Inc. guarantee and U.S. Bank as trustee. PDC also agreed to a registered exchange offer for the notes, and the indenture limits its ability to pay dividends and take on more debt. The attached press release states the proceeds are to redeem its 7.75% senior notes due 2022, fund part of the purchase price of a previously announced acquisition of properties from Bayswater Exploration & Production, LLC and related parties, and for general corporate purposes. This answers the open question on use of proceeds. The press release also says PDC plans to divest its Utica Shale operations in Ohio.
17 Nov 2017debt financing● NeutralMajor
On November 14, 2017, PDC agreed to sell $600M of 5.750% senior notes due May 15, 2026 to initial purchasers led by Merrill Lynch, in a private offering, with closing expected around November 29, 2017. Interest is paid each May 15 and November 15 starting May 15, 2018, and subsidiary PDC Permian, Inc. is a guarantor. The filing does not say what the proceeds will be used for, so this is new debt on top of the existing notes and credit facility.
10 Aug 2017business combination● Neutral
PDC filed Amendment No. 2 to the registration statement for the exchange of its $400M 6.125% senior notes due 2024, updating references to the second-quarter 2017 report. The exchange offer terms and PDC Permian, Inc. guarantee are unchanged, and the offer's expiration date is still blank.
31 May 2017business combination● Neutral
PDC filed Amendment No. 1 to its registration statement for exchanging the $400M 6.125% senior notes due 2024 for SEC-registered ones. The amendment names subsidiary PDC Permian, Inc. as a guarantor of the notes and updates the document to reference the 2016 annual report and first-quarter 2017 report. The exchange terms are otherwise as described before, and the exchange offer has not yet been completed in this filing.
20 Dec 2016business combination● Neutral
PDC filed a registration statement to let holders swap the $400M of 6.125% senior notes due 2024 (issued September 15, 2016 to fund the acquisition) for identical notes registered with the SEC. The terms are the same apart from transfer restrictions and registration-right provisions; this is a paperwork step, not new borrowing. The filing also describes PDC as now operating in the Delaware Basin in Texas, consistent with the completed acquisition.