PDC ENERGY, INC. : Other Events (form 8-K)

January 03, 2020 at 04:49 pm

-bottom: 3pt; width: 100%">

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): January 3, 2020 (January 3, 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, Colorado80203

(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):

xWritten 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. ¨

Introductory Note

As previously disclosed, on August 25, 2019, PDC Energy, Inc. (“PDC”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SRC Energy Inc. (“SRC”), providing for the merger of SRC with and into PDC, with PDC continuing as the surviving corporation (the “Merger”). On December 9, 2019, PDC and SRC filed with the Securities and Exchange Commission (the “SEC”) a definitive joint proxy statement, which also constitutes a prospectus of PDC, for the solicitation of proxies in connection with special meetings of PDC’s stockholders and SRC’s shareholders, each to be held on January 13, 2020, for purposes of voting, among other things, on matters necessary to complete the Merger (the “Proxy Statement”).

While SRC and PDC believe that the disclosures set forth in the Proxy Statement comply fully with applicable law, SRC and PDC have determined to voluntarily supplement the Proxy Statement with various disclosures. These disclosures are provided in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K will be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. These disclosures should be read in connection with the Proxy Statement, which should be read in its entirety. Defined terms used but not defined herein have the meanings set forth in the Proxy Statement. Without agreeing in any way that the disclosures below are material or otherwise required by law, PDC and SRC make the following amended and supplemental disclosures:

SUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS

The disclosure on page 70 of the Proxy Statement in the section captioned “The Merger—Background of the Merger” is hereby supplemented by revising the second complete paragraph on the page in its entirety as follows:

In recent years, the strategy and prospects of PDC and SRC, like those of other oil and gas producers with properties in Colorado, have been significantly impacted by new and proposed regulatory requirements. In particular, in 2014, 2016 and 2018, opponents of hydraulic fracturing sought to implement statewide ballot initiatives intended to impose new restrictions on oil and gas development in the state. Proponents of the 2018 initiative, known as Proposition 112, were successful in qualifying the initiative for the ballot for the election held in November 2018. Proposition 112 would have amended the Colorado Oil and Gas Conservation Act to require all new oil and gas development not on federal land to be located at least 2,500 feet away from any occupied structure or broadly defined “vulnerable area”. If enacted, Proposition 112 would have effectively prohibited the vast majority of both PDC’s and SRC’s planned future drilling activities in Colorado. Although Proposition 112 was defeated in the November 2018 election, a new law, referred to as Senate Bill 19-181, was enacted in April 2019. Senate Bill 19-181 made a number of changes to oil and gas regulation in Colorado, in particular through “local control” provisions that give county and municipal governmental authorities the ability to regulate facility siting and surface impacts of oil and natural gas development and to impose requirements that are stricter than state requirements.

The disclosure on page 71 of the Proxy Statement in the section captioned “The Merger—Background of the Merger” is hereby supplemented by revising the second complete paragraph on the page in its entirety as follows:

During 2018 and early 2019, PDC analyzed a number of potential merger and acquisition opportunities, including acquisitions in the Permian Basin in Texas and a combination with SRC. As it continued its dialogue with SRC, it determined that the possibility of a merger of the two companies was potentially attractive. First, PDC believed that the high quality of SRC’s assets and their close proximity to PDC’s DJ Basin properties would enable the combined company to generate significant financial and ongoing operational synergies and, therefore, to further the goals of improving returns and reducing costs. In addition, although PDC, like SRC, recognizes the continuing challenges posed by the changing regulatory environment in Colorado, it also believes that economically viable drilling will continue to be permitted in Weld County. Because each company’s principal assets are located in Weld County, PDC believes this strengthens the rationale for a combination with SRC relative to some other potential growth opportunities. Similarly, PDC and SRC each recognized that the effect of Colorado regulatory concerns would present challenges to completing a significant transaction with a non-Colorado operator that may not be familiar with the regulatory environment in the state and may have reservations about the level of regulatory risk. In addition, both companies believed that the effect of developments in the Colorado regulatory environment on the trading prices of their securities could make the completion of a significant transaction with a non-Colorado operator more challenging and complex, and less likely to succeed.

The disclosure on page 71 of the Proxy Statement in the section captioned “The Merger—Background of the Merger” is hereby supplemented by revising the fourth complete paragraph on the page in its entirety as follows:

In March 2019, Messrs. Brookman and Peterson met again in person at an industry conference and discussed various issues relating to a potential transaction, including the possibility that SRC would be entitled to designate candidates for seats on the combined company’s board and other post-closing governance issues relating to the combined company. However, Mr. Peterson also indicated that SRC wanted to defer further discussion until PDC’s then on-going proxy contest with Kimmeridge Energy Management, LLC (“Kimmeridge”) was resolved so that SRC would have a better understanding of any impact the proxy contest would have on PDC’s leadership and strategic direction. Messrs. Brookman and Peterson met periodically while the proxy contest was ongoing, but Mr. Peterson continued to indicate that SRC would not be interested in a transaction until the proxy contest was resolved without significant changes to PDC’s leadership or business.

The disclosure on page 77 of the Proxy Statement in the section captioned “The Merger— Recommendation of the PDC Board of Directors and PDC’s Reasons for the Merger” is hereby supplemented by revising the first bullet on the page in its entirety as follows:

Item 8.01

Other Events.

The disclosure on page 89 of the Proxy Statement in the section captioned “The Merger— Recommendation of the SRC Board of Directors and SRC’s Reasons for the Merger” is hereby supplemented by revising the second bullet on the page in its entirety as follows:

The synergies PDC expects the combined company to be able to obtain as a result of the merger due to what it believes to be the high quality of SRC’s assets and the close proximity of those assets to PDC’s DJ Basin properties, including (i) general and administrative cost savings of approximately $40 million in 2020 with an incremental $10 million of savings in 2021, after completion of PDC’s integration plan, (ii) benefits of a larger scale of operations on ongoing relationships with midstream and service providers, (iii) a consolidated operating area that is expected to create operational cost efficiency through leveraging fixed costs, and (iv) an enhanced ability to work cooperatively with relevant governmental authorities.

Superior Alternative to Continuing SRC on an Independent, Standalone Basis and Limited Number . . .
© Edgar Online, source Glimpses
Share
© Acquiremedia - 2020

Latest news about PDC Energy, Inc.
Chevron U.S.A. Inc. Announces to Terminate the Offer to Exchange Any and All Validly Tendered 5.750% Senior Notes Due 2026 Issued by PDC Energy, Inc 23-08-21 CI
Chevron Corporation and Chevron U.S.A. Inc. Extends Early Participation Date to August 18, 2023 and Expiration Date to September 1, 2023 of Its Offer to Exchange 5.750% Senior Notes Due 2026 23-08-14 CI
PDC Energy, Inc.(NasdaqGS:PDCE) dropped from S&P 400 Oil, Gas & Consumable Fuels 23-08-08 CI
PDC Energy, Inc.(NasdaqGS:PDCE) dropped from S&P 400 Energy 23-08-08 CI
PDC Energy, Inc.(NasdaqGS:PDCE) dropped from S&P 400 Oil & Gas Exploration & Production (Sub Ind) 23-08-08 CI
PDC Energy, Inc.(NasdaqGS:PDCE) dropped from S&P 400 23-08-08 CI
PDC Energy, Inc.(NasdaqGS:PDCE) dropped from S&P TMI Index 23-08-08 CI
PDC Energy, Inc.(NasdaqGS:PDCE) dropped from S&P 1000 23-08-08 CI
PDC Energy, Inc.(NasdaqGS:PDCE) dropped from S&P Global BMI Index 23-08-08 CI
PDC Energy, Inc.(NasdaqGS:PDCE) dropped from S&P Composite 1500 23-08-08 CI
Sector Update: Energy Stocks Slightly Higher Late Monday 23-08-07 MT
Sector Update: Energy Stocks Rising Monday Afternoon 23-08-07 MT
Chevron Completes Acquisition of PDC Energy 23-08-07 MT
PDC Energy, Inc.(NasdaqGS:PDCE) dropped from NASDAQ Composite Index 23-08-07 CI
PDC Energy, Inc.'s Equity Buyback announced on May 1, 2019, has expired. 23-08-06 CI
Chevron Corporation completed the acquisition of PDC Energy, Inc. from The Vanguard Group, Inc., BlackRock, Inc., FMR LLC, Dimensional Fund Advisors LP and others. 23-08-06 CI
Chevron Corporation Offers to Exchange 5.750% Senior Notes Due 2026 Issued by PDC Energy, Inc 23-08-03 CI
Penske Automotive Group to Replace Univar Solutions in S&P MidCap 400 Index 23-08-02 MT
Tranche Update on PDC Energy, Inc.'s Equity Buyback Plan announced on May 1, 2019. 23-08-01 CI
PDC Energy, Inc. Reports Earnings Results for the Second Quarter and Six Months Ended June 30, 2023 23-08-01 CI
Great Power Rivalry Looms Over Ukraine Grain Deal -- Commodities Roundup 23-07-28 DJ
US oil M&A jumps as private equity unloads shale assets 23-07-25 RE
Chevron's Q2 Adjusted Earnings Fall 23-07-24 MT
Chevron Reports Better-Than-Expected Second-Quarter Earnings Update; Hires New Finance Chief 23-07-24 MT
Chevron's $6 billion second-quarter profit tops analysts' outlook 23-07-23 RE
Chart PDC Energy, Inc.
Duration
Period
More charts
Company Profile
PDC Energy, Inc. is an exploration and production company. The Company acquires, explores, and develops properties for the production of crude oil, natural gas and natural gas liquids (NGLs), with operations in the Wattenberg Field in Colorado and the Delaware Basin in west Texas. Its operations in the Wattenberg Field are focused on the horizontal Niobrara and Codell plays, and its Delaware Basin operations are primarily focused on the horizontal Wolfcamp zones. The Company owns an interest in approximately 4,100 gross productive wells. The Company's wholly owned subsidiaries include PDC Permian, Inc., and Pioneer Water Pipeline LLC.
Sector
Oil & Gas Exploration and Production
More about the company
Sector Other Oil & Gas Exploration and Production
1st Jan change Capi.
CHEVRON CORPORATION
+4.87% 288B
CNOOC LIMITED
+72.31% 141B
CONOCOPHILLIPS
-1.46% 134B
CANADIAN NATURAL RESOURCES LIMITED
+12.27% 75.86B
EOG RESOURCES, INC.
+4.07% 72.34B
OCCIDENTAL PETROLEUM CORPORATION
+5.56% 55.88B
HESS CORPORATION
+2.33% 45.3B
WOODSIDE ENERGY GROUP LTD
-9.18% 35.74B
DIAMONDBACK ENERGY, INC.
+29.09% 35.7B
Other Oil & Gas Exploration and Production

Indexes Europe America Asia
More Indexes
My Watchlist

My lists
Rankings

More Top / Flop
Rankings

More Top / Flop
Currency / Forex
Forex
Commodities
Commodities
Cryptocurrencies
Cryptocurrencies
Stock Market
Equities
PDCE Stock
News PDC Energy, Inc.
PDC ENERGY, INC. : Other Events (form 8-K)
Best financial
portal
+951% of historical
performance
More than 20 years
at your side
+ 1,000,000
members
Quick & easy
cancellation
Our Experts
are here for you
OUR EXPERTS ARE HERE FOR YOU
Monday - Friday 9am-12pm / 2pm-6pm GMT + 1
Contact us
Legal information | Cookie settings | Copyright © 2024 Surperformance. All rights reserved.
Stock quotes are provided by Factset, Morningstar and S&P Capital IQ

Our Free Content Help you Secure and Increase the Performance of Your Investments

Securing my Investments

To continue browsing, please register!

Our Services, Financial Tools and Features

Increase your Daily Limit
of searchable pages, professional and detailed analysis, stock market advice, and video content

Beat The Market +951%*
Replicate Our Experts' Transactions And Optimize Your Performance

Identify Rare Gems To Invest In
The most efficient and advanced stock screener on the market

Free Investment Guide
Take advantage of our free guide to better understand the market and make relevant investments

*Performance nette de frais du portefeuille Europe depuis sa création, arrêtée au 29/08/22. Accès réservé aux abonnés Premium et Expert

Free registration

Already a member/customer? Log In

Email Registration

Or log in with

Google

Apple