Diversified Energy Co 6-K, filed Mar 20, 2025
Diversified Energy Co (DEC)
6-K
2025-03-20
For: 2025-03-20
View Original
Added on
April 10, 2026
About this 6-K
Diversified Energy Co filed this 6-K on March 20, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2025
Commission File Number: 001-41870
Diversified Energy Company PLC
(Translation of registrant’s name into English)
1600 Corporate Drive
Birmingham, Alabama 35242
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXHIBIT INDEX
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Exhibit
No.
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Description
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RNS Announcement dated March 20, 2025.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Diversified Energy Company plc
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March 20, 2025
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By:
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/s/ Bradley G. Gray
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Date
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Bradley G. Gray
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President & Chief Financial Officer
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Exhibit 99.1
Diversified Energy Company PLC
(“Diversified” or the "Company")
Announcement of Fixed Income Investor Meetings
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 that it has mandated DNB Markets, a part of DNB Bank ASA, as Sole Bookrunner to arrange a series of fixed income investor calls commencing March 24, 2025.
Following such fixed-income investor calls, the Company intends to commence an offering of four-year US$ denominated senior secured notes, subject inter alia to market conditions (the “Contemplated Bond Offering”).
The Company intends to use the net proceeds from the Contemplated Bond Offering to repay existing debt and for general corporate purposes.
The Contemplated Bond Offering, if issued, will be offered in the United States or its territories only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended (the “U.S. Securities Act”). The Contemplated Bond Offering, if issued, will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. This press release shall not constitute or form a part of any offer to sell or the solicitation of an offer to buy any securities of Diversified, nor shall it constitute an
offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful, and is being issued in the United States pursuant to and in accordance with Rule 135c under the Securities Act.
For further information, please contact:
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Diversified Energy Company PLC
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+1 973 856 2757
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Doug Kris
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dkris@dgoc.com
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Senior Vice President, Investor Relations & Corporate Communications
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FTI Consulting
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dec@fticonsulting.com
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U.S. & UK Financial Public Relations
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About Diversified
Diversified is a leading publicly traded energy company focused on natural gas and liquids production, transport, marketing, and well retirement. Through our unique 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 announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning Diversified and the Contemplated Bond Offering. All statements other
than statements of historical fact are, or may be deemed to be, forward-looking statements. These forward-looking statements reflect Diversified’s beliefs and expectations, are based on numerous assumptions regarding Diversified’s present and
future business strategies and are subject to risks and uncertainties that may cause actual results to differ materially. No representation is made that any of these statements will come to pass. Forward-looking statements involve inherent known
and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results to be materially different from those expressed or implied by such
forward looking statements. Many of these risks and uncertainties relate to factors that are beyond Diversified’s ability to control or estimate precisely. Factors that may cause actual results to differ materially from the forward-looking
statements contained in this announcement include the risk factors described in the “Risk Factors” section in Diversified’s Annual Report and Form 20-F for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission.
Forward-looking statements speak only as of their date and neither Diversified nor any of its directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the
forward-looking statements made herein, except where it would be required to do so under applicable law. You are cautioned not to place undue reliance on such forward-looking statements.
Important Notice to UK and EU Investors
This announcement is directed at and is only being distributed to persons: (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 the
Contemplated Bond 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.