Diversified Energy Company PLC (LON/NYSE: DEC) has announced the closing of its acquisition of the of high-working interest, operated natural gas properties and related facilities located within eastern Texas (the “Assets”) from Crescent Pass Energy).
Acquisition Highlights
• Purchase price of $106 million before customary purchase price adjustments
• Acquisition net purchase price of $101 million after customary purchase price adjustments
▪ PDP reserves of ~170 Bcfe (~28 MMBoe) and a PDP PV10 of ~$155 million(a)
▪ Current net production of 38 MMcfepd (~6 Mboepd)(b)
• Estimated NTM Adjusted EBITDA of ~$26 million(c)
• Purchase price multiple of ~3.8x(c)
As previously announced, the net consideration for the Acquisition consists of a combination of the issuance of 2,249,650 new US-dollar denominated ordinary shares to the Seller (the “New Shares”) (subject to a customary commercial lock-up agreement), and cash consideration of $71 million, drawing from a senior secured bank facility supported by the acquired assets and existing liquidity. The New shares represents approximately 4.77% of the Company’s existing issued share capital.
CEO Rusty Hutson, Jr. commented:
“We are excited to announce the completion of another attractively-priced acquisition of Central Region assets which stands to benefit Diversified as a result of our continued growth in scale and density throughout the asset footprint. We are excited to on board our new employees from Crescent Pass and begin the process of efficient integration and deployment of Smarter Asset Management along with our sustainability initiatives across these assets, while adding robust cash flows that further support our business.”
Admission of Shares and Total Issued Share Capital
The Company has applied for the New Shares to be admitted to the Equity Shares (Commercial Companies) Category of the Official List of the Financial Conduct Authority and to trading on the main market of the London Stock Exchange PLC, and expects admission to occur on or around 19 August 2024. The New Shares will rank pari passu in all respects with the Company’s existing ordinary shares of 20 pence each (“Ordinary Shares”).
Following the allotment and issue of the New Shares, the Company will have 49,438,579 Ordinary Shares in issue and holds no Ordinary Shares are held in treasury. Shareholders may use the figure of 49,438,579 as the denominator in calculations to determine if they are required to notify the Company of their interest in, or a change to their interest in the Company under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
Footnotes:
| (a) | PDP reserves values (including volumes, PV-10 and approximate PV value) calculated using historical production data, asset-specific type curves and an effective date of May 1, 2024 and based on the 4-year NYMEX strip at June 18, 2024 with terminal price assumptions of $3.94/MMBtu and $68.06/Bbl for natural gas and oil, respectively. For more information, please refer to “Use of Non-IFRS Measures” |
| (b) | Current production based on estimated average daily production for August 2024; Estimate based on historical performance and engineered type curves for the Assets |
| (c) | Based on engineering reserves assumptions using historical cost assumptions and NYMEX strip as of June 18, 2024 for the 12 month period ended July 31, 2025; does not include the impact of any projected or anticipated synergies that may occur subsequent to acquisition Purchase price multiple based on Net Purchase Price and Acquisition’s estimated Next Twelve Months (NTM) Adjusted EBITDA (unhedged) |
For Company-specific items, refer also to the Glossary of Terms and/or Alternative Performance Measures found in Diversified Energy Company’s Interim Report for the six months ended June 30, 2024.
