UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 15, 2020 (September 10, 2020)
PDC Energy, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-37419 | | 95-2636730 |
| (State or other jurisdiction of | | (Commission | | (I.R.S. Employer |
| incorporation or organization) | | File Number) | | Identification Number) |
1775 Sherman Street, Suite 3000
Denver, Colorado 80203
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (303) 860-5800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act
| | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | | PDCE | | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On September 10, 2020, PDC Energy, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), by and between the Company, PDC Permian, Inc., (“PDC Permian”), and BofA Securities, Inc., as representative of the several underwriters named therein, pursuant to which the Company agreed to issue an additional $150 million aggregate principal amount of its 5.75% senior notes due 2026 (the “Notes”) in connection with a registered offering of the Notes. The Notes are guaranteed by PDC Permian. The closing of the sale of the Notes occurred on September 15, 2020.
The Underwriting Agreement contains customary representations, covenants and indemnification provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made solely for purposes of such agreements and as of a specific date, were solely for the benefit of the parties to such agreement and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Underwriting Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The above description of the material terms of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the Underwriting Agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The Notes were issued pursuant to an Indenture entered into on November 29, 2017 (the “Indenture”) between the Company, PDC Permian, and U.S. Bank Trust National Association, as trustee. The terms of the Notes are governed by the Indenture, which contains covenants that, among other things, limit the Company’s ability to incur additional debt, pay dividends on or make other distributions on stock, purchase or redeem stock or subordinated indebtedness, make investments, create liens, enter into transactions with affiliates, sell assets and merge with or into other companies or transfer substantially all of its assets. The Indenture also contains customary events of default. Indebtedness under the Notes may be accelerated in certain circumstances upon an event of default as set forth in the Indenture.
The Company will pay interest at a rate of 5.75% per annum on the Notes on May 15 and November 15 of each year, beginning November 15, 2020. The Notes will mature on May 15, 2026.
The above description of the Indenture does not purport to be complete and is qualified in its entirety by the Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | | Description |
| 1.1 | | Underwriting Agreement dated September 10, 2020, between PDC Energy, Inc., PDC Permian, Inc., and BofA Securities, Inc., as representative of the several underwriters named therein. |
| 4.1 | | Indenture dated November 29, 2017, by and between the Company, PDC Permian, Inc., and U.S. Bank Trust National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 29, 2017). |
| 5.1 | | Opinion of Davis Graham & Stubbs LLP. |
| 23.1 | | Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1). |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 15, 2020 | PDC ENERGY, INC. |
| | |
| | By: | /s/ Nicole Martinet |
| | Name: | Nicole Martinet |
| | Title: | General Counsel, Senior Vice President and Corporate Secretary |
