Diversified Energy Plans Secondary Offering of Ordinary Shares

Diversified Energy Company PLC has recently announced the arrival of a new underwritten public offering referred to as the Secondary Offering. This offering, taking place in the United States, involves the Selling Stockholders managed by entities such as EIG and FS/KKR Advisor. The Secondary Offering will consist of 5,713,353 ordinary shares with an additional opportunity for the underwriters to purchase up to 857,002 more shares within a 30-day period. The Diversified Employee Benefit Trust (EBT) has expressed an interest in purchasing up to 750,000 ordinary shares from this offering.

Solely constituted of shares to be offloaded by the Selling Stockholders, the Secondary Offering enables them to retain all net proceeds. Diversified Energy Company PLC itself is not partaking in this offering and will not be receiving any proceeds from the share sale. The joint book-running managers for this operation are Mizuho and Raymond James, with Citigroup also serving as a joint book-running manager.

The process of getting the necessary regulatory approvals for the sale has been initiated by filing a shelf registration statement with the U.S. Securities and Exchange Commission (SEC) in May of this year. This statement allows for the offering to proceed by making relevant documents accessible on the SEC’s website at no cost. The Secondary Offering is set to adhere to these regulations and be carried out via a prospectus supplement and accompanying prospectus in the United States. Once the preliminary prospectus supplement and accompanying prospectus are available, they can be obtained free of charge from the joint book-running managers: Mizuho Securities USA LLC, Raymond James & Associates, Inc., and Citigroup.

It is essential to note that this announcement, while providing details on the Secondary Offering, is not an offer to sell ordinary shares or a solicitation for purchasing them. Additionally, the sale of securities under these circumstances does not constitute an offer, solicitation, or sale in jurisdictions where such activities are prohibited.