DENVER, Jan. 17, 2020 (GLOBE NEWSWIRE) — PDC Energy, Inc. (“PDC” or the “Company”) (Nasdaq: PDCE) announced today that is has commenced an offer to repurchase its outstanding $550 million aggregate principal amount of 6.250% Senior Notes due 2025 (CUSIP No. 78470VAC2) (the “Notes”) at 101% of the principal amount thereof plus accrued and unpaid interest (the “Offer”), pursuant to the Indenture, dated as of November 29, 2017, as amended by that First Supplemental Indenture, dated January 14, 2020, and that Second Supplemental Indenture, dated January 14, 2020 (as so amended, the “Indenture”), among PDC (as successor to SRC Energy Inc.) and U.S. Bank National Association, as trustee. The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and related Letter of Transmittal, each dated January 17, 2020 (the “Offer Documents”).
The Offer is being conducted in connection with the consummation on January 14, 2020 of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 25, 2019 (the “Merger Agreement”), by and between PDC and SRC Energy Inc. (“SRC”). Pursuant to the Merger Agreement, SRC merged with and into PDC, with PDC surviving. The Notes were originally issued by SRC and were assumed by PDC as a result of the merger contemplated by the Merger Agreement. The Offer satisfies PDC’s obligation, if any, under the Indenture to make any offer to purchase all of the Notes in connection with any change of control and to notify each noteholder of any such change of control.
The Offer will expire at 5:00 pm, Eastern time, on February 18, 2020, unless extended in accordance with the terms and conditions set forth in the Offer Documents.
This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful and is not, and shall not constitute, an offer, solicitation or solicitation of any offer to purchase of any securities. The Offer is being made only through and subject to the terms and conditions set forth in the Offer Documents. Holders of the Notes should read carefully the Offer Documents before making any decision with respect to the Offer. Offer Documents are being distributed to holders of Notes.
About PDC Energy, Inc.
PDC Energy, Inc. is a domestic independent exploration and production company that acquires, produces, develops, and explores for crude oil, natural gas, and NGLs, with operations in the Wattenberg Field in Colorado and in the Delaware Basin in West Texas. Its operations are focused on the liquid-rich horizontal Niobrara and Codell plays in the Wattenberg Field and the liquid-rich Wolfcamp zones in the Delaware Basin.
Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (“Securities Act”), Section 21E of the Securities Exchange Act of 1934 (“Exchange Act”) and the United States (“U.S.”) Private Securities Litigation Reform Act of 1995 regarding the Offer. All statements other than statements of historical fact included in and incorporated by reference into this report are “forward-looking statements.” Forward-looking statements are always subject to risks and uncertainties, and become subject to greater levels of risk and uncertainty as they address matters further into the future. We urge you to carefully review and consider the cautionary statements and disclosures, specifically those under the heading “Risk Factors,” made in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 28, 2019, and our other filings with the SEC for further information on risks and uncertainties that could affect our business, financial condition, results of operations and prospects, which are incorporated by this reference as though fully set forth herein. We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this press release. We undertake no obligation to update any forward-looking statements in order to reflect any event or circumstance occurring after the date of this press release or currently unknown facts or conditions or the occurrence of unanticipated events. All forward-looking statements are qualified in their entirety by this cautionary statement.
|Senior Director Investor Relations|
|Manager Investor Relations|
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