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REG-Diversified Energy Announces Proposed Secondary Offering of Ordinary Shares

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Diversified Energy Announces Proposed Secondary Offering of Ordinary Shares

BIRMINGHAM, Ala., Sept. 16, 2025 (GLOBE NEWSWIRE) -- Diversified Energy
Company PLC (LSE: DEC; NYSE: DEC) (“Diversified” or the “Company”),
an independent energy company focused on natural gas and liquids production,
transportation, marketing and well retirement, today announces the launch of
an underwritten public offering (the “Secondary Offering”) in the United
States by certain funds or entities managed by an affiliate of EIG
(“EIG”), an entity managed by FS/EIG Advisor, LLC and certain entities
managed by FS/KKR Advisor, LLC (collectively, the “Selling Stockholders”)
of 5,713,353 ordinary shares, nominal (par) value £0.20 per share (the
“ordinary shares”). In addition, the Selling Stockholders intend to grant
the underwriters a 30-day option to purchase up to an additional 857,002
ordinary shares at the public offering price, less underwriting discount. The
Diversified Employee Benefit Trust (the “EBT”), which is operated through
a third-party trustee, has indicated an interest to participate and purchase
up to 750,000 ordinary shares being sold in the Secondary Offering at a price
per ordinary share equal to the public offering price, although no commitment
to purchase has been made.

The Secondary Offering consists entirely of ordinary shares to be sold by the
Selling Stockholders. The Selling Stockholders will receive all of the net
proceeds from the Secondary Offering. Diversified is not offering any ordinary
shares in the Secondary Offering and will not receive any proceeds from the
sale of ordinary shares in the Secondary Offering.

Mizuho and Raymond James are acting as joint book-running managers and
representatives of the underwriters for the proposed Secondary Offering.
Citigroup is also acting as a joint book-running manager for the offering.

A shelf registration statement relating to the resale of these securities was
filed with the U.S. Securities and Exchange Commission (the "SEC") on May 16,
2025 and became effective upon filing. Copies of the registration statement
can be accessed through the SEC's website free of charge at www.sec.gov. The
Secondary Offering will be made only by means of a prospectus supplement and
an accompanying prospectus in the United States. A preliminary prospectus
supplement and the accompanying prospectus related to the Secondary Offering
will be filed with the SEC and will be available free of charge by visiting
EDGAR on the SEC’s website at www.sec.gov. Copies of the preliminary
prospectus supplement and the accompanying prospectus can also be obtained,
when available, free of charge from any of the joint book-running managers for
the Secondary Offering: Mizuho Securities USA LLC, Attention: Equity Capital
Markets Desk, at 1271 Avenue of the Americas, New York, NY 10020, or by email
at US-ECM@mizuhogroup.com, Raymond James & Associates, Inc., at 880 Carillon
Parkway, St. Petersburg, Florida 33716, Attention: Equity Syndicate, by
calling toll-free at 1-800-248-8863, or emailing at
prospectus@raymondjames.com or Citigroup, c/o Broadridge Financial Solutions,
at 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at
1-800-831-9146.

This announcement does not constitute an offer to sell or the solicitation of
an offer to buy our ordinary shares nor shall there be any sale of securities,
and shall not constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of that jurisdiction.

CONTACTS

 Diversified Energy Company PLC                                        +1 973 856 2757        
 Doug Kris                                                             dkris@dgoc.com         
 Senior Vice President, Investor Relations & Corporate Communications                         
                                                                                              
 FTI Consulting                                                        dec@fticonsulting.com  
 U.S. & UK Financial Media Relations                                                          

About Diversified

Diversified is a leading publicly traded energy company focused on acquiring,
managing and optimizing a portfolio of cash generative energy assets,
including natural gas and liquids production, transport, marketing, and well
retirement. Through our unique and differentiated strategy, we acquire
existing, long-life assets and invest in them to improve environmental and
operational performance until retiring those assets in a safe and
environmentally secure manner. Recognized by ratings agencies and
organizations for our sustainability leadership, this solutions-oriented,
stewardship approach makes Diversified the Right Company at the Right Time to
responsibly produce energy, deliver reliable free cash flow, and generate
shareholder value.

Forward-Looking Statements

This press release includes forward-looking statements. Forward-looking
statements are sometimes identified by the use of forward-looking terminology
such as “believe”, “expects”, “targets”, “may”, “will”,
“could”, “should”, “shall”, “risk”, “intends”,
“estimates”, “aims”, “plans”, “predicts”, “continues”,
“assumes”, “projects”, “positioned” or “anticipates” or the
negative thereof, other variations thereon or comparable terminology. These
forward-looking statements include all matters that are not historical facts.
They appear in a number of places throughout this announcement and include
statements regarding the intentions, beliefs or current expectations of
management or the Company concerning, among other things, expectations
regarding the proposed Secondary Offering of ordinary shares. These
forward-looking statements involve known and unknown risks and uncertainties,
many of which are beyond the Company's control and all of which are based on
management's current beliefs and expectations about future events, including
market conditions, failure of customary closing conditions and the risk
factors and other matters set forth in the Company’s filings with the SEC
and other important factors that could cause actual results to differ
materially from those projected.

Important Notice to UK and EU Investors

This announcement contains inside information for the purposes of Regulation
(EU) No. 596/2014 on market abuse and the UK Version of Regulation (EU) No.
596/2014 on market abuse, as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 (together, “MAR”). In addition,
market soundings (as defined in MAR) were taken in respect of the matters
contained in this announcement, with the result that certain persons became
aware of such inside information as permitted by MAR. Upon the publication of
this announcement, the inside information is now considered to be in the
public domain and such persons shall therefore cease to be in possession of
inside information in relation to the Company and its securities.

Members of the public are not eligible to take part in the Secondary Offering.
This announcement is directed at persons who are: (a) if in member states of
the European Economic Area, “qualified investors” within the meaning of
Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”)
(“Qualified Investors”); or (b) if in the United Kingdom, “qualified
investors” within the meaning of Article 2(e) of the UK version of
Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018, who are (i) persons who fall within the
definition of “investment professionals” in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the “Order”), or (ii) persons who fall within Article 49(2)(a) to (d) of
the Order; or (c) persons to whom they may otherwise lawfully be communicated
(each such person above, a “Relevant Person”). No other person should act
or rely on this announcement and persons distributing this announcement must
satisfy themselves that it is lawful to do so. This announcement must not be
acted on or relied on by persons who are not Relevant Persons, if in the
United Kingdom, or Qualified Investors, if in a member state of the EEA. Any
investment or investment activity to which this announcement or the Secondary
Offering relates is available only to Relevant Persons, if in the United
Kingdom, and Qualified Investors, if in a member state of the EEA, and will be
engaged in only with Relevant Persons, if in the United Kingdom, and Qualified
Investors, if in a member state of the EEA.

No offering document or prospectus will be available in any jurisdiction in
connection with the matters contained or referred to in this announcement in
the United Kingdom and no such offering document or prospectus is required (in
accordance with the Prospectus Regulation or UK Prospectus Regulation) to be
published.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this announcement

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