SCHEDULE: Permian Resources Ownership Update: EnCap Funds, U.S. Bank Trustee
Beneficial Ownership Report
EnCap-affiliated entities and U.S. Bank Trust Company update their beneficial ownership and voting arrangements for Permian Resources Corporation shares.
Summary
- Bold Energy Holdings, LLC, EnCap Energy Capital Fund IX, L.P., EnCap Energy Capital Fund XI, L.P., EnCap Partners GP, LLC, and U.S. Bank Trust Company, National Association filed an Amendment No. 2 to Schedule 13G.
- Bold Energy Holdings, LLC beneficially owns 11,102,746 shares of Class C Common Stock, representing 1.35% of the Class A Common Stock on an as-converted basis, with shared dispositive power.
- EnCap Energy Capital Fund IX, L.P., which owns 100% of Bold, also reports beneficial ownership of 11,102,746 shares (1.35%) with shared dispositive power.
- EnCap Energy Capital Fund XI, L.P. directly holds 6,480,476 shares of Class A Common Stock, representing 0.80% of the class, with shared dispositive power.
- EnCap Partners GP, LLC, through its indirect ownership, is deemed to beneficially own 17,583,222 shares (2.14%), combining the holdings of Bold and EnCap Fund XI, with shared dispositive power.
- U.S. Bank Trust Company, National Association, as Voting Trustee, holds sole voting power over 17,583,222 shares (2.14%) of Permian Resources Corporation.
- The voting rights for all reported shares held by Bold and the EnCap Funds have been irrevocably transferred to the Voting Trustee via a Voting Trustee Agreement dated November 1, 2023.
- The beneficial ownership percentages are calculated based on an assumed total of 823,116,182 Class A Common Stock shares, including 812,013,436 outstanding Class A shares and 11,102,746 Class C shares assumed to be exchanged on a one-for-one basis.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral filing, providing a routine update on beneficial ownership and voting arrangements without disclosing information that would directly impact the company's operational or financial sentiment.
Positives
- Clear disclosure of beneficial ownership stakes by EnCap-affiliated entities.
- Establishment of a Voting Trustee Agreement centralizing voting power for certain shares, potentially simplifying governance for those specific holdings.
Negatives
- No specific negative financial or operational information is disclosed in this ownership filing.
Risks
- No specific risks related to Permian Resources Corporation's operations or financial health are detailed in this ownership filing.
- Reporting persons disclaim beneficial ownership of reported securities except to the extent of their pecuniary interest, which is a standard legal disclaimer.
Future Outlook
This filing, an ownership disclosure, does not contain forward-looking statements or guidance regarding Permian Resources Corporation's future performance.
Management Comments
- The securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
Industry Context
StockSavvy.ai notes that Schedule 13G filings are standard disclosures for passive investors holding significant stakes, common among private equity funds like EnCap in the energy sector. This filing primarily clarifies the ownership structure and voting arrangements rather than signaling a strategic shift or reflecting broader industry trends.
Comparison to Industry Standards
- This filing primarily details beneficial ownership and voting arrangements, which are specific to the reporting entities and Permian Resources Corporation, and do not lend themselves to direct comparison with industry-wide operational or financial benchmarks.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Voting Rights Transfer | The Voting Trustee Agreement, dated November 1, 2023, irrevocably transferred voting rights for certain shares held by Bold Energy Holdings, LLC and EnCap Energy Capital Funds to U.S. Bank Trust Company, National Association, as the Voting Trustee. This centralizes voting power for these specific holdings. | 2023-11-01 | Centralizes voting control for the specified shares under a single trustee, potentially streamlining voting decisions for these particular blocks of shares. |
Legal Proceedings
- No litigation or regulatory matters are disclosed in this filing.
Related Party Transactions
- The filing details the ownership structure where EnCap Energy Capital Fund IX, L.P. owns 100% of Bold Energy Holdings, LLC, and EnCap Partners GP, LLC has indirect ownership over Bold and the EnCap Funds.
Stakeholder Impact
- Shareholders: Clarifies the beneficial ownership and voting control structure for a portion of the company's shares.
- Regulatory bodies: Provides updated compliance with SEC reporting requirements for significant shareholders.
Next Steps
- No specific future actions or milestones for Permian Resources Corporation are mentioned in this ownership filing.
Key Dates
| Date | Description |
|---|---|
| 2023-11-01 | Date of the Voting Trustee Agreement. |
| 2024-02-13 | Filing date of Amendment No. 1 to the Schedule 13G. |
| 2026-02-20 | Date for which Class A and Class C Common Stock outstanding numbers were reported in Permian's Form 10-K. |
| 2026-02-26 | Filing date of Permian's Form 10-K. |
| 2026-03-03 | Date of event requiring this Schedule 13G filing (beneficial ownership calculation date for Bold's Class C shares). |
| 2026-03-05 | Signature date for the Schedule 13G Amendment No. 2. |
Keywords
Permian Resources, Class A Common Stock, Class C Common Stock, Schedule 13G, Beneficial Ownership, Voting Trustee, EnCap, U.S. Bank Trust, Oil and Gas, Energy, SEC Filing
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