Permian Resources Corp false 0001658566 0001658566 2024-07-29 2024-07-29

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 29, 2024

 

 

PERMIAN RESOURCES CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-37697   47-5381253
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification Number)

300 N. Marienfeld St., Suite 1000

Midland, Texas 79701

(Address of Principal Executive Offices) (Zip Code)

(432) 695-4222

(Registrant’s Telephone Number, Including Area Code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Class A Common Stock, par value $0.0001 per share   PR   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On July 29, 2024, in connection with the Notes Offering (defined below) and the Equity Offering (defined below), Permian Resources Corporation (NYSE: PR) (“Permian Resources,” “we,” “us” or “our”) provided certain preliminary financial operational results as of and for the quarter ended June 30, 2024 to potential investors. The relevant disclosure is set forth below.

* * *

As of the date hereof, we have not finalized our financial and operational results for the three months ended June 30, 2024. However, based on preliminary information, we estimate that, for the three months ended June 30, 2024, our crude oil average production ranged from approximately 152.1 to 153.6 thousand barrels of oil per day. Similarly, we estimate that our total cash capital expenditures ranged from approximately $511 million to $522 million and our total controllable cash costs, which we define as lease operating expenses, gathering, processing and transportation costs and cash general and administrative expenses, ranged from approximately $7.41 to $7.49 per barrels of oil equivalent (“Boe”) for the three months ended June 30, 2024.

These preliminary estimates are derived from our internal records and are based on the most current information available to our management. These estimates are preliminary and inherently uncertain. Our normal reporting processes with respect to the foregoing preliminary estimates have not been fully completed. Our independent auditors have not completed an audit or review of such preliminary estimates. During the course of our and their review on these preliminary estimates, we could identify items that would require us to make adjustments and that may affect our final results. Any such adjustments could be material. These preliminary estimates should not be viewed as indicative of our financial condition or results as of or for any future period. Actual results could differ from the estimates, trends and expectations discussed herein, and such differences could be material.

* * *

As of June 30, 2024, we had approximately $47.8 million of cash and cash equivalents and approximately $375.0 million borrowings outstanding under our five-year secured revolving credit facility (the “credit facility”), with $2.1 billion of borrowing capacity under the credit facility (net of $5.6 million in outstanding letters of credit).

* * *

The information furnished pursuant to this Item 2.02 and Item 7.01 (including the Exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

 

Item 7.01.

Regulation FD Disclosure.

On July 29, 2024, Permian Resources issued a press release (the “Notes Offering Press Release”) announcing that, subject to market conditions, Permian Resources Operating, LLC, a subsidiary of Permian Resources (the “Issuer”), intends to offer (the “Notes Offering”) for sale in a private placement pursuant to Rule 144A and Regulation S under the Securities Act to eligible purchasers $750.0 million aggregate principal amount of senior unsecured notes due 2033. A copy of the Notes Offering Press Release is furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.

On July 29, 2024, Permian Resources issued a press release (the “Tender Offer Press Release”) announcing that the Issuer has commenced a tender offer to purchase for cash any and all of the Issuer’s outstanding 7.75% Senior Notes due 2026 (the “Tender Offer”). A copy of the Tender Offer Press Release is furnished as Exhibit 99.2 hereto and is incorporated into this Item 7.01 by reference.

On July 29, 2024, Permian Resources issued a press release (the “Equity Offering Press Release”) announcing the commencement of an underwritten public offering (the “Equity Offering”) of its Class A Common Stock, par value $0.0001 per share. A copy of the Equity Offering Press Release is furnished as Exhibit 99.3 hereto and is incorporated into this Item 7.01 by reference.

On July 29, 2024, Permian Resources issued a press release (the “Acquisition Press Release”) announcing the Bolt-On Acquisition (as defined below). A copy of the Acquisition Press Release is furnished as Exhibit 99.4 hereto and is incorporated into this Item 7.01 by reference.

In addition, the information contained in Items 2.02 and 8.01 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.

 

2


Item 8.01

Other Events.

On July 29, 2024, in connection with the Notes Offering and the Equity Offering, Permian Resources provided certain acquisition-related disclosure to potential investors. The relevant disclosure is set forth below.

On July 27, 2024, the Issuer, as buyer, entered into a purchase and sale agreement (the “Bolt-On Acquisition Agreement”) with certain affiliates of Occidental Petroleum Corporation (collectively, the “Sellers”), pursuant to which the Issuer will acquire oil and gas properties, interests and related assets owned by the Sellers (the “Bolt-On Acquisition”) for total consideration of $817.5 million in cash, subject to certain customary post-closing purchase price adjustments. The Bolt-On Acquisition includes approximately 29,500 net acres, 9,900 net royalty acres and expected net production for the three months ended December 31, 2024 of 15,000 Boe per day predominately in locations directly offset to our existing position in Reeves County, Texas (27,500 net acres), in addition to Eddy County, New Mexico (2,000 net acres). We intend to fund the cash consideration for the Bolt-On Acquisition with cash on hand, a portion of the net proceeds of the Notes Offering and a portion of the net proceeds of the Equity Offering.

The Bolt-On Acquisition Agreement contains customary representations and warranties, covenants and indemnification provisions and has an effective date of July 1, 2024. We expect the Bolt-On Acquisition to close during the third quarter of 2024, subject to satisfaction of customary closing conditions.

In addition, the financial and operational results contained in Item 2.02 of this Current Report on Form 8-K are incorporated into this Item 8.01 by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

  (d)

Exhibits.

 

Exhibit

  

Description

99.1    Press Release, dated July 29, 2024, announcing the Notes Offering.
99.2    Press Release, dated July 29, 2024, announcing the Tender Offer.
99.3    Press Release, dated July 29, 2024, announcing the Equity Offering.
99.4    Press Release, dated July 29, 2024, announcing the Bolt-On Acquisition.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

3


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

PERMIAN RESOURCES CORPORATION
By:  

/s/ Guy M. Oliphint

  Guy M. Oliphint
  Executive Vice President and Chief Financial Officer
Date:   July 29, 2024

 

4

Exhibit 99.1

 

LOGO

Permian Resources Announces $750.0 Million Private Placement of Senior Notes Due 2033

MIDLAND, TX—July 29, 2024—(BUSINESS WIRE)—Permian Resources Corporation (“Permian Resources,” “we,” “us” or “our”) (NYSE: PR) announced today that, subject to market conditions, Permian Resources Operating, LLC, a subsidiary of Permian Resources (the “Issuer”), intends to offer for sale in a private placement under Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), to eligible purchasers $750.0 million in aggregate principal amount of senior unsecured notes due 2033 (the “Notes”). The Notes will be guaranteed on a senior unsecured basis by Permian Resources and all of the Issuer’s subsidiaries that guarantee the Issuer’s obligations under its senior secured credit facility (the “credit facility”).

Concurrently with this offering, the Issuer commenced a tender offer (the “Tender Offer”) to purchase for cash any and all of its outstanding 7.75% Senior Notes due 2026 (the “2026 Notes”) validly tendered and not validly withdrawn. The Tender Offer is made only by and pursuant to the terms of the Offer to Purchase, dated July 29, 2024. The Tender Offer is conditioned on the consummation of this offering, but this offering is not conditioned upon the completion of the Tender Offer. Subject to completion of the Tender Offer, we intend to redeem all 2026 Notes not purchased in the Tender Offer on or about February 15, 2025 at a redemption price of 100.000% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date (the “Redemption”).

The Issuer intends to use the net proceeds from this offering (i) to purchase for cash any and all of the Issuer’s outstanding 2026 Notes, pursuant to the Tender Offer, including any related premiums and expenses in connection therewith, (ii) to the extent any 2026 Notes remain outstanding after the Tender Offer, to fund the Redemption, (iii) to fund a portion of the purchase price for the recently announced acquisition of oil and gas properties, interests and related assets owned by certain affiliates of Occidental Petroleum Corporation (the “Acquisition”) and (iv) with any remaining net proceeds, to repay a portion of the amounts outstanding under the credit facility.

The Notes have not been registered under the Securities Act, or any state securities laws, and, unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Issuer plans to offer and sell the Notes only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act.

This communication shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Additionally, this communication shall not constitute an offer to purchase or the solicitation of an offer to sell any 2026 Notes in the Tender Offer, nor does it constitute a notice of redemption under the indenture governing the 2026 Notes.

About Permian Resources

Headquartered in Midland, Texas, Permian Resources is an independent oil and natural gas company focused on the responsible acquisition, optimization and development of high-return oil and natural gas properties. Permian Resources’ assets and operations are concentrated in the core of the Delaware Basin, making it the second largest Permian Basin pure-play E&P.


Contact:

Hays Mabry – Vice President, Investor Relations

(432) 315-0114

ir@permianres.com

Forward-Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this press release, including statements regarding this offering and the use of proceeds therefrom, including the Tender Offer and the timing and outcome thereof and the Redemption, our strategy, plans and objectives of management, are forward-looking statements. When used in this press release, the words “could,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “goal,” “plan,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

We caution you that any forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the development, production, gathering and sale of oil and natural gas. Factors which could cause our actual results to differ materially from the results contemplated by forward-looking statements may include, but are not limited to, risks relating to the Acquisition and the timing thereof and those set forth in Permian Resources’ filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and its subsequent Quarterly Reports on Form 10-Q, under the caption “Risk Factors,” as may be updated from time to time in Permian Resources’ periodic filings with the SEC.

Should one or more of the risks or uncertainties described in this press release occur, or should any underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.

Exhibit 99.2

 

LOGO

Permian Resources Corporation Announces Tender Offer for Its 7.75% Senior Notes due 2026

July 29, 2024

MIDLAND, Texas—(BUSINESS WIRE)—Permian Resources Corporation (“Permian Resources,” “we,” “us” or “our”) (NYSE: PR) today announced that Permian Resources Operating, LLC (“Permian Resources OpCo”), a subsidiary of Permian Resources, commenced a cash tender offer (the “Tender Offer”) to purchase any and all of the outstanding senior notes (the “Notes”) listed in the following table upon the terms and conditions described in Permian Resources OpCo’s Offer to Purchase, dated July 29, 2024 (the “Offer to Purchase”).

Certain information regarding the Notes and the U.S. Treasury Reference Security, the Bloomberg reference page and the fixed spread is set forth in the table below.

 

Title of Security

   CUSIP
Numbers
  Principal Amount
Outstanding
   U.S. Treasury
Reference Security
  Bloomberg
Reference Page
   Fixed Spread
(basis points)
7.75% Senior
Notes due 2026(1)
   19416MAA7 (144A) /

U19447AA6 (Reg S)

  $300,000,000    2.000% U.S. Treasury

due February 15, 2025

  FIT3    0

 

(1) 

The Notes are callable at a redemption price of 100.00% of the principal amount thereof, plus accrued and unpaid interest, starting on February 15, 2025.

The “Purchase Price” for each $1,000 principal amount of the Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread specified above plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified above, as quoted on the Bloomberg Bond Trader FIT3 series of pages, at 2:00 p.m. New York City time, on August 2, 2024, the date on which the Tender Offer is currently scheduled to expire. The Purchase Price will be based on a yield to February 15, 2025, the date of the next specified redemption price reduction under the indenture governing the Notes, and assuming the Notes are redeemed on February 15, 2025, at the specified redemption price for such date of 100.000% of the principal amount, as described in the Offer to Purchase.

In addition to the Purchase Price, holders whose Notes are purchased pursuant to the Tender Offer will also receive accrued and unpaid interest thereon from the last interest payment date up to, but not including, the initial date on which Permian Resources OpCo makes payment for such Notes, which date is currently expected to be August 8, 2024, assuming that the Tender Offer is not extended or earlier terminated.

The Tender Offer is being made pursuant to the terms and conditions contained in the Offer to Purchase and Notice of Guaranteed Delivery, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer, by calling (800) 676-7437 (toll-free) or, for banks and brokers, (212) 269-5550. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following web address: https://www.dfking.com/permian; or by requesting via email at permian@dfking.com.


The Tender Offer will expire at 5:00 p.m., New York City time, on August 2, 2024 unless extended or earlier terminated (such time and date, as the same may be extended, the “Expiration Time”). Tendered Notes may be withdrawn at any time before the Expiration Time. Holders of Notes must validly tender and not validly withdraw their Notes (or comply with the procedures for guaranteed delivery) before the Expiration Time to be eligible to receive the consideration for their Notes.

Settlement for all Notes tendered prior to the Expiration Time or pursuant to a Notice of Guaranteed Delivery is expected to be August 8, 2024, assuming that the Tender Offer is not extended or earlier terminated.

There can be no assurance that any Notes will be purchased. The Tender Offer is conditioned upon the satisfaction of certain conditions, including the completion of a contemporaneous debt financing (the “Debt Financing”) by Permian Resources OpCo on terms and conditions (including, but not limited to, the amount of proceeds raised in such financing) satisfactory to Permian Resources OpCo and Permian Resources. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered. The Tender Offer may be amended, extended, terminated or withdrawn. Permian Resources OpCo intends to use a portion of the net proceeds of the Debt Financing to fund the purchase of the Notes in the Tender Offer.

Subject to completion of the Tender Offer, we intend to redeem all Notes not purchased in the Tender Offer on or about February 15, 2025 (the “Redemption”) at a redemption price of 100.000% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date.

Permian Resources OpCo has retained J.P. Morgan Securities LLC to serve as the exclusive Dealer Manager for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to J.P. Morgan Securities LLC, Liability Management Group, at (866) 834-4666 (toll-free) or (212) 834-4818 (collect).

This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer and does not constitute a notice of redemption for the Notes.

About Permian Resources

Headquartered in Midland, Texas, Permian Resources is an independent oil and natural gas company focused on the responsible acquisition, optimization and development of high-return oil and natural gas properties. Permian Resources’ assets and operations are concentrated in the core of the Delaware Basin, making it the second largest Permian Basin pure-play E&P.

Cautionary Note Regarding Forward-Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this press release, including statements regarding the Debt Financing and the use of proceeds therefrom, including the Tender Offer and the timing and outcome thereof and the Redemption,


our strategy, plans and objectives of management, are forward-looking statements. When used in this press release, the words “could,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “goal,” “plan,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

We caution you that any forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the development, production, gathering and sale of oil and natural gas. Factors which could cause our actual results to differ materially from the results contemplated by forward-looking statements may include, but are not limited to, those set forth in Permian Resources’ filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and its subsequent Quarterly Reports on Form 10-Q, under the caption “Risk Factors,” as may be updated from time to time in Permian Resources’ periodic filings with the SEC.

Should one or more of the risks or uncertainties described in this press release occur, or should any underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.

Contacts:

Hays Mabry – Vice President, Investor Relations

(432) 315-0114

ir@permianres.com

Exhibit 99.3

 

LOGO

Permian Resources Corporation Announces Public Offering of Class A Common Stock

July 29, 2024

MIDLAND, Texas —(BUSINESS WIRE)— Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced the commencement of an underwritten public offering (the “equity offering”) of an aggregate 26,500,000 shares of its Class A Common Stock, par value $0.0001 per share (“Class A common stock”).

Concurrently with the equity offering, subject to market conditions, Permian Resources Operating, LLC, a subsidiary of Permian Resources (the “Issuer”), intends to offer for sale in a private placement (the “concurrent notes offering”) under Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), to eligible purchasers $750.0 million in aggregate principal amount of senior unsecured notes due 2033 (the “Notes”). The Notes will be guaranteed on a senior unsecured basis by Permian Resources and all of the Issuer’s subsidiaries that guarantee the Issuer’s obligations under its senior secured credit facility. The equity offering is not conditioned on the consummation of the concurrent notes offering, and the concurrent notes offering is not conditioned on the consummation of the equity offering.

The Company intends to use the net proceeds it receives from the equity offering, along with a portion of the net proceeds of the concurrent notes offering, to fund a portion of the aggregate purchase price for the recently announced acquisition of oil and gas properties, interests and related assets owned by Occidental Petroleum Corporation (the “Acquisition”), which is expected to close in the third quarter of 2024, subject to customary closing conditions. The Acquisition is not contingent upon the completion of the equity offering or the concurrent notes offering. If the Acquisition is not completed, or if there are any remaining net proceeds from the equity offering following its consummation, the Company intends to use the proceeds of the equity offering for general corporate purposes, including potential future acquisitions.

Goldman Sachs & Co. LLC and Morgan Stanley are serving as the underwriters for the equity offering. The equity offering is subject to market and other conditions, and there can be no assurance as to whether or when the equity offering may be completed, or as to the actual size or terms of the equity offering.

The proposed equity offering is being made pursuant to a registration statement previously filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) that became automatically effective upon filing on May 24, 2024.

The proposed equity offering will be 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”). Copies of the preliminary prospectus supplement and accompanying base prospectus and final prospectus supplement, when available, may be obtained from: Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com; Morgan Stanley & Co. LLC, 180 Varick St, 2nd Floor; 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.

About Permian Resources

Headquartered in Midland, Texas, Permian Resources is an independent oil and natural gas company focused on the responsible acquisition, optimization and development of high-return oil and natural gas properties. Permian Resources’ assets and operations are concentrated in the core of the Delaware Basin, making it the second largest Permian Basin pure-play E&P.

Cautionary Note Regarding Forward-Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this press release, including statements regarding the equity offering and the concurrent notes offering and the use of proceeds therefrom, our strategy, plans and objectives of management, are forward-looking statements. When used in this press release, the words “could,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “goal,” “plan,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

We caution you that any forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the development, production, gathering and sale of oil and natural gas. Factors which could cause our actual results to differ materially from the results contemplated by forward-looking statements may include, but are not limited to, risks relating to the Acquisition and the timing thereof and those set forth in Permian Resources’ filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and its subsequent Quarterly Reports on Form 10-Q, under the caption “Risk Factors,” as may be updated from time to time in Permian Resources’ periodic filings with the SEC.

Should one or more of the risks or uncertainties described in this press release occur, or should any underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.


Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.

Contacts:

Hays Mabry – Vice President, Investor Relations

(432) 315-0114

ir@permianres.com

Exhibit 99.4

 

LOGO

Permian Resources Announces Strategic Bolt-On Acquisition of Core Delaware Basin Assets

MIDLAND, Texas – July 29, 2024 (BUSINESS WIRE) — Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced that it has entered into a definitive agreement with Occidental (NYSE: OXY) to purchase ~29,500 net acres, ~9,900 net royalty acres and ~15,000 Boe/d predominantly located directly offset the Company’s existing position in Reeves County, Texas for $817.5 million, subject to customary post-closing adjustments. The effective date of the transaction is July 1, 2024, with closing expected to occur by the end of the third quarter of 2024.

Transaction Highlights

 

   

Large, contiguous acreage position, offset existing core operating areas

 

   

Adds >200 gross operated, two-mile locations with high NRIs, which immediately compete for capital

 

   

Substantial midstream assets, including >100 miles of oil and natural gas pipelines, robust water infrastructure system with a ~25,000 Bbls/d water recycling facility and >10,000 surface acres

 

   

Purchased at an attractive valuation:

 

   

~3.4x 2025E EBITDAX and ~17% free cash flow yield

 

   

Accretive to cash flow per share, free cash flow per share and NAV per share

 

   

Conservatively financed through combination of equity and debt

 

   

Expect to maintain leverage of ~1x net debt-to-EBITDAX

Management Commentary

“This acquisition is a natural fit for us given its high-return inventory and proximity to our current operated position,” said Will Hickey, Co-CEO of Permian Resources. “As the Delaware Basin’s low-cost leader, we are highly confident that our team will be able to leverage its operational expertise of the asset to significantly reduce costs and drive meaningful synergies, maximizing value for our shareholders.”

“Our overarching goal is to drive value for our investors, and this acquisition of high-quality assets adjacent to our existing position is a perfect example. Consistent with our strategy of pursuing sound M&A opportunities, this bolt-on acquisition adds core inventory which immediately competes for capital and is accretive to key metrics over both the short and long-term,” said James Walter, Co-CEO of Permian Resources. “Furthermore, the substantial midstream infrastructure and surface acres represent material value and will provide us with significant flexibility going forward.”

Financial Benefits

The transaction is attractively valued at approximately 3.4x 2025E EBITDAX1 and 17% free cash flow yield1, assuming a maintenance production profile and $75 per Bbl / $3.00 per MMBtu flat pricing. The acquisition is expected to be accretive to all key per share metrics, including cash flow, free cash flow and net asset value per share. The Company expects the transaction to deliver accretion to free cash flow per share1 of over 5% per year during the next two, five and ten-year periods. This is consistent with the Company’s disciplined acquisition strategy, pursuing transactions which provide significant accretion to all relevant per share metrics over the long-term.


Acquisition Overview

The acquired assets consist of approximately 29,500 net acres and 9,900 net royalty acres primarily located in Reeves County, Texas (27,500 net acres), in addition to Eddy County, New Mexico (2,000 net acres) for a total consideration of $817.5 million. The operated acreage position contains an average working interest of approximately 65% (8/8ths net revenue interest of ~80%) and is contiguous to the Company’s existing positions in both Texas and New Mexico. The acreage has minimal future drilling requirements and is approximately 99% held by production. Additionally, Permian Resources has identified over 200 gross operated, two-mile locations with high NRIs which immediately compete for capital, and Permian Resources expects to begin development on the acquired properties during the fourth quarter of 2024. Total production for the fourth quarter of 2024 is estimated to be approximately 15 MBoe/d (~55% oil).

The acquired assets in Reeves County also include a fully integrated midstream system, supporting superior economics and enhanced flexibility. Infrastructure on the acquired assets includes over 100 miles of operated oil and gas gathering systems and over 10,000 surface acres, in addition to complementary water infrastructure including saltwater disposal wells, a recycling facility, frac ponds and water wells. The midstream gathering infrastructure acquired in the transaction fully accommodates associated volumes, including incremental capacity for future growth or additional third-party volumes. These robust midstream assets and surface acreage provide the Company optionality to either retain to further enhance strong margins or monetize select assets at compelling valuations.

(For maps and further details summarizing Permian Resources’ recent acquisition, please see the presentation materials on its website under the Investor Relations tab.)

Financing and Liquidity Highlights

The Company intends to fund the acquisition, subject to market conditions and other factors, through proceeds from one or more capital markets transactions. Permian Resources anticipates that the financing of the acquisition will be leverage neutral on a forward looking and pro forma basis, allowing the Company to maintain a strong balance sheet with an expected year-end 2024 pro forma net debt-to-EBITDAX1 ratio of approximately 1x on a last quarter annualized basis, assuming strip prices.

Second Quarter 2024 Update

As of the date of this release, the Company has not finalized its financial and operating results for the second quarter of 2024. Based on preliminary information, Permian Resources estimates its average daily oil production volumes during the second quarter to be between 152.1 and 153.6 MBbls/d and its cash capital expenditures to be between $511 million and $522 million. Additionally, the Company expects its second quarter total controllable cash costs (LOE, GP&T and cash G&A) to be between $7.41 and $7.49 per Boe. The initial estimates of select operational and financial data for the second quarter of 2024 are preliminary estimates and, accordingly, remain subject to change which could be significant. As previously announced, the Company plans to release detailed results for the second quarter on August 6, 2024 and to discuss these results on a conference call scheduled for August 7, 2024.

About Permian Resources

Headquartered in Midland, Texas, Permian Resources is an independent oil and natural gas company focused on the responsible acquisition, optimization and development of high-return oil and natural gas properties. The Company’s assets and operations are concentrated in the core of the Delaware Basin, making it the second largest Permian Basin pure-play E&P. For more information, please visit www.permianres.com.


Cautionary Note Regarding Forward-Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this press release, regarding the consummation of the recently announced acquisition, the expected benefits of the recently announced acquisition, integration plans, synergies, opportunities and anticipated future performance, our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans, objectives and expectations of management are forward-looking statements. When used in this press release, the words “could,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “goal,” “plan,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) and the risk factors and other cautionary statements contained in our other filings with the United States Securities and Exchange Commission (“SEC”). Although we believe that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties and we can give no assurance that such expectations will prove to have been correct

Forward-looking statements may include statements about:

 

   

volatility of oil, natural gas and NGL prices or a prolonged period of low oil, natural gas or NGL prices and the effects of actions by, or disputes among or between, members of the Organization of Petroleum Exporting Countries (“OPEC”), such as Saudi Arabia, and other oil and natural gas producing countries, such as Russia, with respect to production levels or other matters related to the price of oil, natural gas and NGLs;

 

   

political and economic conditions and events in or affecting other producing regions or countries, including the Middle East, Russia, Eastern Europe, Africa and South America;

 

   

our business strategy and future drilling plans;

 

   

our reserves and our ability to replace the reserves we produce through drilling and property acquisitions;

 

   

our drilling prospects, inventories, projects and programs;

 

   

our financial strategy, return of capital program, leverage, liquidity and capital required for our development program;

 

   

the timing and amount of our future production of oil, natural gas and NGLs;

 

   

our ability to identify, complete and effectively integrate acquisitions of properties, assets or businesses;

 

   

our ability to realize the anticipated benefits and synergies from the bolt-on acquisition and effectively integrate and strategize upon the assets acquired in such transaction;

 

   

the timing and terms of the recently announced acquisition

 

   

our hedging strategy and results;

 

   

our competition;

 

   

our ability to obtain permits and governmental approvals;

 

   

our compliance with government regulations, including those related to climate change as well as environmental, health and safety regulations and liabilities thereunder;

 

   

our pending legal matters;

 

   

the marketing and transportation of our oil, natural gas and NGLs;

 

   

our leasehold or business acquisitions;

 

   

cost of developing or operating our properties;

 

   

our anticipated rate of return;

 

   

general economic conditions;

 

   

weather conditions in the areas where we operate;

 

   

credit markets;


   

our ability to make dividends, distributions and share repurchases;

 

   

uncertainty regarding our future operating results;

 

   

our plans, objectives, expectations and intentions contained in this press release that are not historical; and

 

   

the other factors described in our 2023 Annual Report, and any updates to those factors set forth in our subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the exploration for and development, production, gathering and sale of oil, natural gas and NGLs. Factors which could cause our actual results to differ materially from the results contemplated by forward-looking statements include, but are not limited to, commodity price volatility (including regional basis differentials), uncertainty inherent in estimating oil, natural gas and NGL reserves, including the impact of commodity price declines on the economic producibility of such reserves, and in projecting future rates of production, geographic concentration of our operations, lack of availability of drilling and production equipment and services, lack of transportation and storage capacity as a result of oversupply, government regulations or other factors, competition in the oil and natural gas industry for assets, materials, qualified personnel and capital, drilling and other operating risks, environmental and climate related risks, including seasonal weather conditions, regulatory changes including those that may result from the U.S. Supreme Court’s recent decision overturning the Chevron deference doctrine and that may impact environmental, energy, and natural resources regulation, restrictions on the use of water, including limits on the use of produced water and potential restrictions on the availability to water disposal facilities, availability to cash flow and access to capital, inflation, changes in our credit ratings or adverse changes in interest rates, changes in the financial strength of counterparties to our credit agreement and hedging contracts, the timing of development expenditures, political and economic conditions and events in foreign oil and natural gas producing countries, including embargoes, continued hostilities in the Middle East and other sustained military campaigns, including the conflict in Israel and its surrounding areas, the war in Ukraine and associated economic sanctions on Russia, conditions in South America, Central America, China and Russia, and acts of terrorism or sabotage, changes in local, regional, national, and international economic conditions, security threats, including evolving cybersecurity risks such as those involving unauthorized access, denial-of-service attacks, third-party service provider failures, malicious software, data privacy breaches by employees, insiders or other with authorized access, cyber or phishing-attacks, ransomware, social engineering, physical breaches or other actions, and the other risks described in our filings with the SEC.

Reserve engineering is a process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data, and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil and natural gas that are ultimately recovered.

Should one or more of the risks or uncertainties described in this press release occur, or should any underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.

1) EBITDAX, free cash flow, free cash flow yield and net debt-to-EBITDAX are non-GAAP financial measures. While management believes that such measures are useful for investors, they should not be used as a replacement for financial measures that are in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company has not provided reconciliations for forward-looking non-GAAP measures because the Company cannot


do so without unreasonable effort and any attempt to do so would be inherently imprecise. We are not able to provide a reconciliation of these forward-looking non-GAAP measures without unreasonable effort because of the unknown effect, timing, and potential significance of reconciling line items that are unavailable at this time. These items have in the past, and may in the future, significantly affect GAAP results in a particular period. Please see below for definitions and more information of these non-GAAP financial measures.

Non-GAAP Financial Measures

Adjusted EBITDAX is a supplemental non-GAAP financial measure that the Company defines as net income attributable to Class A Common Stock before net income attributable to noncontrolling interest, interest expense, income taxes, depreciation, depletion and amortization, impairment and abandonment expense, non-cash gains or losses on derivatives, stock-based compensation (not cash-settled), exploration and other expenses, merger and integration expense, gain/loss from the sale of long-lived assets and other non-recurring items.

The Company defines free cash flow, which is a non-GAAP financial measure, as unlevered cash flow from operating activities before changes in working capital in excess of cash capital expenditures and defines free cash flow yield, which is a non-GAAP financial measure, as unlevered cash flow from operating activities before changes in working capital in excess of cash capital expenditures divided by the value of the applicable transaction.

Net debt-to-EBITDAX is a non-GAAP financial measure. The Company defines net debt as long-term debt, net, plus unamortized debt discount, premium and debt issuance costs on our senior notes minus cash and cash equivalents. The Company defines net debt-to-EBITDAX as net debt (defined above) divided by Adjusted EBITDAX (defined above).

Contacts:

Hays Mabry – Vice President, Investor Relations

(432) 315-0114

ir@permianres.com

SOURCE Permian Resources Corporation

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Jul. 29, 2024
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Document Type 8-K
Document Period End Date Jul. 29, 2024
Entity Incorporation State Country Code DE
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Entity Tax Identification Number 47-5381253
Entity Address, Address Line One 300 N. Marienfeld St.
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Entity Address, City or Town Midland
Entity Address, State or Province TX
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City Area Code (432)
Local Phone Number 695-4222
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