PDC ENERGY, INC.

PDC ENERGY, INC. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

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.

business combination

PDC ENERGY, INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

business combination

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.

business combination

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.

business combination

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.

business combination

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.

asset acquisition disposition

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.

capital raising announcement

PDC ENERGY, INC. suspended its duty to file periodic reports with the SEC.

listing compliance notice

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.

debt financing

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.

asset acquisition disposition

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.

business combination

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).

business combination

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.

asset acquisition disposition

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.

asset acquisition disposition

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.

debt financing

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.

security holder rights change

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.

debt financing

PDC completed the Kimmeridge Delaware Basin acquisition on December 6, 2016, buying about 57,000 net acres in Reeves and Culberson Counties, Texas, which resolves the pending deal from August. The Arris purchase was paid with $503,591,349 in cash and 5,390,478 shares; the 299 purchase with $412,621,614 in cash and 3,996,290 shares (cash amounts subject to post-closing adjustments). The shares were issued to the sellers under Investment Agreements with registration rights, so existing shareholders now share the company with these new holders. Financial statements and pro forma figures for the acquired businesses are to be filed later.

asset acquisition disposition

PDC closed a $400M offering of 6.125% senior notes due 2024 on September 15, 2016, with proceeds meant to pay part of the cash price of the Kimmeridge acquisition, fees and general corporate purposes. Because the stock and convertible offerings raised over $600M, the JPMorgan bridge loan commitment was terminated. The notes must be redeemed at par plus accrued interest if the acquisition is terminated or not completed by December 31, 2016 (or in some cases January 15, 2017). The indenture also limits PDC's ability to pay dividends on its common stock.

security holder rights change

To fund the Delaware Basin acquisition, PDC sold 7,900,000 new shares at $61.51 each to the underwriters (the shares were bought at that price from PDC), with the 1,185,000-share extra-allotment option exercised in full on September 9, for 9,085,000 shares in total. It also issued $175M of 1.125% convertible senior notes due 2021, plus a fully exercised $25M extra option, for $200M in total. The notes convert at about $85.39 per share. The new shares dilute existing holders, and the notes add debt that could add shares later.

debt financing

PDC amended its revolving credit agreement on September 6, 2016 to allow the Delaware Basin acquisition and related financing. Once the acquisition closes, commitments rise from $450M to $700M and the interest rate is adjusted, which carries out the commitment letter step from the August deal. The filing also supplies Arris's financial statements and pro forma figures, and notes that two Colorado ballot proposals that would have restricted drilling failed to qualify for the November 2016 ballot, though an appeal is possible within 30 days and PDC says future proposals are possible. It also lists hedges with a fair value of $64.7M as of September 1, 2016.

material agreement

PDC agreed on August 23, 2016 to buy about 57,000 net acres in Reeves and Culberson Counties, Texas (the Delaware Basin) from Kimmeridge-managed sellers for about $1.5 billion in cash and PDC stock. The deal is two parts: Arris Petroleum ($525.3M cash plus 5,390,478 shares) and the 299 Resources assets ($389.4M cash plus 3,996,290 shares). Together that is about 9.39 million new shares, so existing holders would be diluted. Closing needs customary conditions and antitrust clearance, and either side can walk away if it isn't done by December 31, 2016. PDC also lined up a JPMorgan commitment for a bridge loan of up to $600M (not expected to be drawn) and a $250M increase in its revolving credit commitments to $700M. This moves PDC beyond its Colorado and Ohio operations into Texas.

capital raising announcement

PDC's $115 million 3.25% convertible notes matured and were settled on May 16, 2016: $114.8 million of notes were converted, paid with $114.8 million in cash plus 792,406 new shares issued to the holders. This retires the 2010 convertible debt and adds a modest number of shares.

capital raising announcement

PDC sold 5,922,500 new shares of common stock (including 772,500 over-allotment shares) to underwriters led by Merrill Lynch and J.P. Morgan at $50.11 per share, completed March 11, 2016. This is a second share offering after the March 2015 one and further dilutes existing holders; the filing does not state the use of proceeds.

material agreement

PDC extended its revolving credit facility with JPMorgan Chase as agent by two years, to May 21, 2020, and the press release says the $700 million borrowing base was reaffirmed, with the commitment level kept at $450 million. This keeps the company's bank borrowing capacity in place for longer.

debt financing

PDC sold 4,002,000 new shares of common stock to underwriters Goldman Sachs and J.P. Morgan at $50.73 per share (including 522,000 over-allotment shares), completed March 23, 2015. This adds shares to the count, which dilutes existing holders; the filing does not state what the money will be used for.

material agreement

PDC agreed to sell, together with its 50% joint venture partner LR-Mountaineer Holdings, all of PDC Mountaineer, LLC to PDC Mountaineer Holdings, LLC for $500 million in total, about $80 million of it as a promissory note from the buyer. Target owns oil and gas leasehold, mineral and midstream assets in West Virginia and Pennsylvania; PDC expects net pre-tax proceeds of about $190 million ($150 million cash and a $40 million note), with closing still subject to conditions.

material agreement