Permian Resources Corporation recently announced the commencement of an underwritten public offering of an aggregate 27,500,000 shares of its Class A common stock, par value USD 0.0001 per share (“Class A common stock”) by certain affiliates of NGP Energy Capital (the “NGP Stockholders”) and certain affiliates of Riverstone Investment Group LLC. 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 expect to grant the underwriters a 30-day option to purchase up to an additional aggregate 4,125,000 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 intends to purchase (the “Concurrent OpCo Unit Purchase”) from the NGP Stockholders 2,750,000 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. 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 and Citigroup are serving as joint book-running managers for the offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
The proposed offering is being made pursuant to registration statements previously filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) that became effective on September 8, 2022, October 12, 2017 and April 17, 2017.
The proposed 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”).
