Each one in plain English, with the numbers worked through for a shareholder.
12 Feb 2020substantial holder notice● Neutral
ICS Opportunities, Ltd, Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC, Israel A. Englander reported a SRC Energy Inc. shareholding of 426,569 shares (0.20% of votes) in a periodic institutional filing.
Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP reported a SRC Energy Inc. shareholding of 531,877 shares (0.22% of votes) in a periodic institutional filing.
The PDC merger closed on January 14, 2020: SRC merged into PDC and ceased to exist. Each SRC share became 0.158 of a PDC share plus cash for fractions, SRC stock stops trading on the NYSE American before the open on January 15, 2020, and PDC intends to deregister it. The credit facility was repaid and terminated, PDC took on the 6.25% notes due 2025, and all SRC directors and officers left, with Peterson and Korus joining PDC's board.
SRC and PDC voluntarily added extra detail to the merger proxy statement ahead of the January 13, 2020 votes. It covers Colorado regulatory background, the history of talks (including PDC's proxy contest with Kimmeridge), PDC's expected G&A savings of about $40 million in 2020 plus $10 million more in 2021, and Citi's valuation work (SRC implied value $3.00 to $3.80 per share, SRC net debt about $677 million at June 30, 2019). The filing says the additions are not an admission that they were legally required, and the 0.158 exchange ratio is unchanged.
SRC and PDC sent shareholders the final joint proxy statement for the merger signed August 25, 2019, with both companies' shareholder votes set for January 13, 2020. SRC holders would receive 0.158 PDC share per SRC share, worth about $3.67 on December 6, 2019 versus about $3.99 before the August announcement, and the SRC board unanimously recommends voting for it.
SailingStone Capital Partners LLC, SailingStone Holdings LLC, MacKenzie B. Davis, Kenneth L. Settles Jr reported a SRC Energy Inc. shareholding of 11,109,698 shares (4.60% of votes) in a periodic institutional filing.
On August 25, 2019 SRC agreed to merge into PDC Energy, with each SRC share converting into 0.158 of a PDC share plus cash for fractions. Closing requires approval by both companies' shareholders, antitrust clearance and other conditions, with an outside date of February 25, 2020 (extendable to May 25, 2020 for regulatory clearance). SRC would owe PDC a $35 million fee in certain circumstances, and PDC would owe SRC $55 million in others. SRC's board unanimously recommended the deal and two SRC directors would join PDC's board; PDC's officers would run the combined company. The filing does not say the merger has closed, so the shareholders' final outcome is not yet determined.
Millennium Management LLC, Millennium Group Management LLC, Israel A. Englander disclosed a new substantial SRC Energy Inc. shareholding (5.60% of votes).
Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP disclosed a new substantial SRC Energy Inc. shareholding (5.13% of votes).
SailingStone Capital Partners LLC, SailingStone Holdings LLC, MacKenzie B. Davis, Kenneth L. Settles Jr reported a SRC Energy Inc. shareholding of 25,710,046 shares (10.60% of votes) in a periodic institutional filing.