F-1: Diversified Energy Company PLC Files for Resale of 2,249,650 Ordinary Shares
Registration Statement
Diversified Energy Company PLC is registering for resale 2,249,650 ordinary shares by a selling shareholder, originally issued in a private placement related to a recent acquisition.
Summary
- Diversified Energy Company PLC has filed a Form F-1 registration statement with the SEC to register the resale of 2,249,650 ordinary shares.
- The shares were initially issued in a private placement connected to Diversified Energy's acquisition of certain natural gas properties and related facilities, which closed on August 15, 2024.
- The selling shareholder, Crescent Pass Energy Holdings, LLC, may sell these shares from time to time at prevailing market prices, related prices, varying prices, or negotiated prices.
- Diversified Energy will not receive any proceeds from the sale of these shares.
- The company's ordinary shares are traded on both the New York Stock Exchange (NYSE) and the London Stock Exchange (LSE) under the ticker symbol DEC.
- On August 19, 2024, the last reported sale price of Diversified Energy's ordinary shares on the NYSE was $13.31 per ordinary share.
- On August 19, 2024, the last reported sale price of Diversified Energy's ordinary shares on the LSE was 10.34 per ordinary share (equivalent to $13.44 per ordinary share based on an assumed exchange rate of 1.00 to $1.30).
Sentiment
Score: 6
Explanation: Neutral sentiment. The document is a registration statement for a share resale, which doesn't inherently convey positive or negative sentiment. The risks are standard disclosures.
Risks
- The market price of the company's ordinary shares may fluctuate significantly due to various factors, including operating results, commodity prices, and market conditions.
- The dual listing of the company's ordinary shares on the NYSE and LSE may dilute trading liquidity.
- Future sales of a substantial number of the company's ordinary shares could adversely affect the price of the shares.
- There is no guarantee that the company will continue to pay dividends on its ordinary shares in the future.
Future Outlook
The selling shareholder may sell its shares, from time to time, in one or more offerings, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
Industry Context
Diversified Energy operates within the independent energy sector, focusing on natural gas and liquids production, transportation, and well retirement. The company's strategy involves acquiring existing long-life assets and enhancing their performance.
Stakeholder Impact
- Shareholders may experience fluctuations in the market price of the company's ordinary shares.
Next Steps
- The selling shareholder will proceed with the resale of the ordinary shares.
Key Dates
| Date | Description |
|---|---|
| July 31, 2014 | Diversified Gas & Oil plc incorporated in the United Kingdom. |
| January 30, 2017 | Date of the Diversified Gas & Oil plc 2017 Equity Incentive Plan. |
| February 2017 | Shares admitted to trading on the Alternative Investment Market of the London Stock Exchange (LSE). |
| December 7, 2018 | Date of the Amended, Restated and Consolidated Revolving Credit Agreement. |
| May 2020 | Shares admitted to listing on the Official List of the United Kingdom Financial Conduct Authority and to trading on the Main Market of the LSE. |
| May 6, 2021 | Company name changed to Diversified Energy Company PLC. |
| March 29, 2021 | Date of the amendment and restatement of the 2017 Equity Incentive Plan. |
| December 31, 2021 | Acreage, well count and hedging data presented in this prospectus is as of June 30, 2024, and all reserve-related information is as of December 31, 2023. |
| April 5, 2012 | The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
| December 2023 | Shares admitted to trading on the New York Stock Exchange (NYSE). |
| March 19, 2024 | Annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC. |
| April 9, 2024 | Shareholders approved the exclusion of preemptive rights. |
| May 10, 2024 | Shareholders approved the exclusion of preemptive rights. |
| June 30, 2024 | Acreage, well count and hedging data presented in this prospectus is as of June 30, 2024, and all reserve-related information is as of December 31, 2023. |
| August 8, 2024 | Information from the selling shareholder is as of August 8, 2024. |
| August 15, 2024 | Acquisition closed. |
| August 15, 2024 | Report on Form 6-K furnished to the SEC. |
| August 15, 2024 | Date of the Credit Agreement among DP Yellowjacket HoldCo LLC, KeyBank National Association, and the lenders party thereto. |
| August 15, 2024 | Date of the Registration Rights Agreement between Diversified Energy Company plc and Crescent Pass Energy Holdings, LLC. |
| August 19, 2024 | Last reported sale price of ordinary shares on the NYSE was $13.31 per ordinary share. |
| August 19, 2024 | Last reported sale price of ordinary shares on the LSE was 10.34 per ordinary share (equivalent to $13.44 per ordinary share). |
| August 20, 2024 | Date of the F-1 filing. |
| From time to time after the effective date of this registration statement. | Approximate date of commencement of proposed sale to the public. |
| June 30, 2025 | Authority to exclude preemptive rights expires. |
Keywords
ordinary shares, resale, registration, acquisition, Diversified Energy Company PLC, private placement, NYSE, LSE
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