Statistiche di base
| LEI | 529900NXUJPOKU7OJ511 |
| CIK | 1658566 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Permian Resources Corporation
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| September 2, 2025 |
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): August 29, 2025 PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Comm |
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| August 29, 2025 |
Calculation of Filing Fee Tables S-3 Permian Resources Corp Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Class A Common Stock, par value $0. |
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| August 29, 2025 |
Permian Resources Corporation 30,586,536 Shares Class A common stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-279715 Permian Resources Corporation 30,586,536 Shares Class A common stock This prospectus relates to shares of our common stock, par value $0.0001 per share (the “Class A common stock”), that we may issue, from time to time, upon exchange of the issued and outstanding 3.25% exchangeable senior notes due 2028 (the “exch |
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| August 28, 2025 |
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): August 28, 2025 PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Comm |
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| August 28, 2025 |
FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. |
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| August 28, 2025 |
EX-99.1 Exhibit 99.1 PERMIAN RESOURCES OPERATING, LLC Redemption Notice for 3.25% Exchangeable Senior Notes due 2028 (CUSIP No. 15136A AA0)1 August 28, 2025 Reference is made to that certain indenture (the “Base Indenture”), dated as of March 19, 2021, between Permian Resources Operating, LLC (formerly known as Centennial Resource Production, LLC), a Delaware limited liability company (the “Compan |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 OR ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-37697 PERMIAN RESOURCES CORP |
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| August 7, 2025 |
Exhibit 10.2 PERMIAN RESOURCES CORPORATION 2023 LONG TERM INCENTIVE PLAN RESTRICTED STOCK GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Grant Notice (the “Grant Notice”) have the meanings given to them in the 2023 Long Term Incentive Plan (as amended from time to time, the “Plan”) of Permian Resources Corporation (formerly known as Centennial Resource Development |
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| August 6, 2025 |
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): August 6, 2025 PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commi |
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| August 6, 2025 |
Permian Resources Announces Strong Second Quarter 2025 Results and Increased Full Year Guidance Permian Resources Announces Strong Second Quarter 2025 Results and Increased Full Year Guidance MIDLAND, Texas – August 6, 2025 (BUSINESS WIRE) - Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced its second quarter 2025 financial and operational results and revised 2025 guidance. |
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| May 21, 2025 |
Submission of Matters to a Vote of Security Holders 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): May 21, 2025 PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commiss |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 OR ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-37697 PERMIAN RESOURCES COR |
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| May 8, 2025 |
Exhibit 10.1 Permian Resources Corporation Eighth Amended and Restated Non-Employee Director Compensation Program Effective Date: April 23, 2024 Each member of the Board of Directors (the “Board”) of Permian Resources Corporation (the “Company”) who is not an employee of the Company or any parent or subsidiary of the Company and is not affiliated with Riverstone Investment Group LLC, NGP Energy Ca |
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| May 7, 2025 |
Permian Resources Announces Strong First Quarter 2025 Results, Revised 2025 Guidance and Strategic Bolt-On Acquisition of Core Northern Delaware Basin Assets MIDLAND, Texas – May 7, 2025 (BUSINESS WIRE) - Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced its first quarter 2025 financial and operational results, revised full year 2025 guidance and a strategic Northern Delaware Basin bolt-on acquisition. |
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| May 7, 2025 |
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): May 7, 2025 PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commissi |
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| May 6, 2025 |
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): April 30, 2025 PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commi |
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| May 6, 2025 |
Ninth Amendment to Third Amended and Restated Credit Agreement, dated as of April 30, 2025. Exhibit 10.1 Ninth Amendment to Third Amended and Restated Credit Agreement This Ninth Amendment to Third Amended and Restated Credit Agreement (this “Amendment”), dated as of April 30, 2025 (the “Ninth Amendment Effective Date”), is among Permian Resources Operating, LLC, a Delaware limited liability company formerly known as Centennial Resource Production, LLC (the “Borrower”); each of the other |
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| April 10, 2025 |
Permian Resources Corp - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 10, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| February 26, 2025 |
Subsidiaries of the Registrant EXHIBIT 21.1 SUBSIDIARIES(1) Legal Name State of Incorporation Permian Resources Operating, LLC Delaware (1) The list above excludes certain subsidiaries that, in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X as of December 31, 2024. |
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| February 26, 2025 |
Netherland, Sewell & Associates, Inc., Summary of Reserves at December 31, 202 Exhibit 99.3 January 23, 2025 Mr. Scott Reed Permian Resources Corporation 300 North Marienfeld Street, Suite 1000 Midland, Texas 79701 Dear Mr. Reed: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2024, to the Permian Resources Corporation (Permian Resources) interest in certain oil and gas properties located in New Mexico, North Dako |
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| February 26, 2025 |
Exhibit 19.1 Permian Resources Corporation Insider Trading Policy (Policy last revised on February 19, 2025) I. INTRODUCTION Purpose The purpose of this Insider Trading Policy (this “Policy”) is to help Permian Resources Corporation and its subsidiaries (collectively, the “Company”) comply with federal and state securities laws and to preserve the reputation and integrity of the Company. This Poli |
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| February 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-37697 PERMIAN RESOURCES CORPORATION (Exact name of registrant as s |
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| February 26, 2025 |
Exhibit 97.1 PERMIAN RESOURCES CORPORATION CLAWBACK POLICY Permian Resources Corporation (the “Company”) has adopted this Clawback Policy (this “Policy”), effective as of October 2, 2023 (the “Effective Date”), which policy is an amendment and restatement of the Centennial Resource Development, Inc. Clawback Policy, effective August 1, 2018 (the “Prior Policy”). Capitalized terms used in this Poli |
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| February 26, 2025 |
Description of Company’s Common Stock Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the Company’s Common Stock (as defined below) is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our Fifth Amended and Restated Certificate of Incorporation (the “Certificate of I |
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| February 25, 2025 |
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): February 25, 2025 PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Co |
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| February 25, 2025 |
Permian Resources Announces Strong Fourth Quarter 2024 Results and Provides Full Year 2025 Plan with Increased Capital Efficiency MIDLAND, Texas – February 25, 2025 (BUSINESS WIRE) - Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced its fourth quarter and full year 2024 financial and operational results and 2025 operational plans. |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 OR ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-37697 PERMIAN RESOURCES |
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| November 7, 2024 |
PERMIAN RESOURCES CORPORATION 300 N. Marienfeld St., Suite 1000 Midland, Texas 79701 November 7, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, DC 20549 Attention: Myra Moosariparambil Raj Rajan Re: Permian Resources Corporation Form 10-K for the Fiscal Year Ended December 31, 2023 For |
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| November 6, 2024 |
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): October 31, 2024 PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Com |
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| November 6, 2024 |
Permian Resources Announces Strong Third Quarter 2024 Results and Increased Full Year Guidance Permian Resources Announces Strong Third Quarter 2024 Results and Increased Full Year Guidance MIDLAND, Texas – November 6, 2024 (BUSINESS WIRE) - Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced its third quarter 2024 financial and operational results and revised 2024 guidance. |
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| November 6, 2024 |
Eighth Amendment to Third Amended and Restated Credit Agreement, dated as of October 31, 2024. Exhibit 10.1 Eighth Amendment to Third Amended and Restated Credit Agreement This Eighth Amendment to Third Amended and Restated Credit Agreement (this “Amendment”), dated as of October 31, 2024 (the “Eighth Amendment Effective Date”), is among Permian Resources Operating, LLC, a Delaware limited liability company formerly known as Centennial Resource Production, LLC (the “Borrower”); each of the |
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| September 25, 2024 |
iso4217:USD 0001658566 pr:NMPermianBasinMember 2023-01-01 2023-12-31 0001658566 2023-01-01 2023-12-31 0001658566 pr:U. |
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| September 25, 2024 |
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT U.S. Federal Government [Member] NM - Permian Basin [Member] UNITED STATES Oil, Natural Gas [Member] |
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| September 25, 2024 |
Resource Extraction Payment Report as required by Item 2.01 of this Form. Resource Extraction Payment Report This exhibit to Form SD presents payments made by Permian Resources Corporation and its subsidiaries (collectively, the “Company”) to the United States federal government (the “US Federal Government”) and foreign governments, as applicable, for the purpose of the commercial development of oil and natural gas during the year ended December 31, 2023 (the “Reporting Period”). |
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| September 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 300 N. Marienfeld St., Suite 1000 Midland, Texas 79701 (Address of |
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| August 8, 2024 |
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): August 5, 2024 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commi |
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| August 8, 2024 |
Exhibit 4.1 INDENTURE Dated as of August 5, 2024 Among PERMIAN RESOURCES OPERATING, LLC, THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee 6.25% SENIOR NOTES DUE 2033 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 31 Section 1.03 Rules of Construction 32 Sect |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 OR ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-37697 PERMIAN RESOURCES CORP |
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| August 7, 2024 |
Exhibit 10.3 PERMIAN RESOURCES CORPORATION 2016 LONG TERM INCENTIVE PLAN AMENDED AND RESTATED PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE On the Grant Date set forth below, Permian Resources Corporation (the “Company”) granted to the participant listed below (“Participant”) performance-based Restricted Stock Units (the “PSUs”) described within the original Performance Restricted Stock Unit Gran |
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| August 6, 2024 |
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): August 6, 2024 PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commi |
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| August 6, 2024 |
Permian Resources Announces Strong Second Quarter 2024 Results and Increased Full Year Guidance Permian Resources Announces Strong Second Quarter 2024 Results and Increased Full Year Guidance MIDLAND, Texas – August 6, 2024 (BUSINESS WIRE) - Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced its second quarter 2024 financial and operational results and revised 2024 guidance. |
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| August 5, 2024 |
Exhibit 99.1 Permian Resources Corporation Announces Final Results and Expiration of Tender Offer for Its 7.75% Senior Notes due 2026 August 5, 2024 MIDLAND, Texas—(BUSINESS WIRE)—Permian Resources Corporation (“Permian Resources,” “we,” “us” or “our”) (NYSE: PR) today announced the final results and expiration of its previously announced cash tender offer to purchase (the “Tender Offer”) any and |
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| August 5, 2024 |
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): August 5, 2024 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commission |
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| August 2, 2024 |
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): August 2, 2024 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commission |
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| August 2, 2024 |
Exhibit 99.1 Permian Resources Corporation Announces Pricing Terms of Tender Offer for Its 7.75% Senior Notes due 2026 August 2, 2024 MIDLAND, Texas—(BUSINESS WIRE)—Permian Resources Corporation (“Permian Resources,” “we,” “us” or “our”) (NYSE: PR) today announced the pricing terms of the previously announced cash tender offer to purchase (the “Tender Offer”) any and all of the outstanding senior |
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| July 30, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form 424(b)(5) (Form Type) Permian Resources Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Class A Common Stock, par value $0. |
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| July 30, 2024 |
Permian Resources Corporation Announces Pricing of Public Offering of Class A Common Stock Exhibit 99.2 Permian Resources Corporation Announces Pricing of Public Offering of Class A Common Stock July 29, 2024 MIDLAND, Texas—(BUSINESS WIRE)—Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced the pricing of an underwritten public offering (the “equity offering”) of an aggregate 26,500,000 shares of its Class A Common Stock, par value $0.0001 per |
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| July 30, 2024 |
Exhibit 99.1 Permian Resources Announces Pricing of Upsized $1,000.0 Million Private Placement of 6.25% Senior Notes Due 2033 MIDLAND, TX—July 29, 2024—(BUSINESS WIRE)—Permian Resources Corporation (“Permian Resources,” “we,” “us” or “our”) (NYSE: PR) announced today that Permian Resources Operating, LLC (the “Issuer”), a subsidiary of Permian Resources, has priced its previously announced private |
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| July 30, 2024 |
Exhibit 1.1 Permian Resources Corporation 26,500,000 Shares of Class A Common Stock, par value $0.0001 per share Underwriting Agreement July 29, 2024 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 As the representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto Ladies and Gentleme |
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| July 30, 2024 |
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): July 29, 2024 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commission |
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| July 30, 2024 |
Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-279715 PROSPECTUS SUPPLEMENT (to Prospectus dated May 24, 2024) Permian Resources Corporation 26,500,000 Shares Class A common stock Permian Resources Corporation (the “Company,” “we,” “us” or “our”) is offering 26,500,000 shares of our Class A common stock, par value $0.0001 (the “Class A common stock”). Our Class A common st |
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| July 29, 2024 |
Permian Resources Announces Strategic Bolt-On Acquisition of Core Delaware Basin Assets Exhibit 99.4 Permian Resources Announces Strategic Bolt-On Acquisition of Core Delaware Basin Assets MIDLAND, Texas – July 29, 2024 (BUSINESS WIRE) — Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced that it has entered into a definitive agreement with Occidental (NYSE: OXY) to purchase ~29,500 net acres, ~9,900 net royalty acres and ~15,000 Boe/d pred |
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| July 29, 2024 |
Permian Resources Announces $750.0 Million Private Placement of Senior Notes Due 2033 Exhibit 99.1 Permian Resources Announces $750.0 Million Private Placement of Senior Notes Due 2033 MIDLAND, TX—July 29, 2024—(BUSINESS WIRE)—Permian Resources Corporation (“Permian Resources,” “we,” “us” or “our”) (NYSE: PR) announced today that, subject to market conditions, Permian Resources Operating, LLC, a subsidiary of Permian Resources (the “Issuer”), intends to offer for sale in a private |
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| July 29, 2024 |
Permian Resources Corporation Announces Tender Offer for Its 7.75% Senior Notes due 2026 Exhibit 99.2 Permian Resources Corporation Announces Tender Offer for Its 7.75% Senior Notes due 2026 July 29, 2024 MIDLAND, Texas—(BUSINESS WIRE)—Permian Resources Corporation (“Permian Resources,” “we,” “us” or “our”) (NYSE: PR) today announced that Permian Resources Operating, LLC (“Permian Resources OpCo”), a subsidiary of Permian Resources, commenced a cash tender offer (the “Tender Offer”) t |
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| July 29, 2024 |
424B5 1 d625692d424b5.htm 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-279715 This preliminary prospectus supplement relates to an effective registration statement filed with the U.S. Securities and Exchange Commission, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the securit |
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| July 29, 2024 |
Permian Resources Corporation Announces Public Offering of Class A Common Stock Exhibit 99.3 Permian Resources Corporation Announces Public Offering of Class A Common Stock July 29, 2024 MIDLAND, Texas —(BUSINESS WIRE)— Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced the commencement of an underwritten public offering (the “equity offering”) of an aggregate 26,500,000 shares of its Class A Common Stock, par value $0.0001 per sha |
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| July 29, 2024 |
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): July 29, 2024 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commission |
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| June 21, 2024 |
SC 13D/A 1 tm2417627d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Permian Resources Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 71424F 105 (CUSIP Number) Matthew Pacey, P.C. Kirkland & Ellis LLP 609 Main Street H |
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| June 18, 2024 |
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): June 18, 2024 PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commis |
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| June 18, 2024 |
Exhibit 99.1 Permian Resources Extends Registration Rights Agreement with its Private Equity Stockholders and Announces Further Reduction in its Sponsor Ownership MIDLAND, Texas – June 18, 2024 (BUSINESS WIRE) — Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced that funds affiliated with EnCap Investments L.P., Pearl Energy Investments and Riverstone I |
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| June 18, 2024 |
Exhibit 10.1 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 18, 2024 and effective as of July 1, 2024, is made and entered into by and among Permian Resources Corporation, a Delaware corporation (the “Company”), the parties listed on the signature pages hereto (each such party, an “In |
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| June 10, 2024 |
PR / Permian Resources Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Permian Resources Corp Class A Title of Class of Securities: Common Stock CUSIP Number: 71424F105 Date of Event Which Requires Filing of this Statement: May 31, 2024 Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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| June 6, 2024 |
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): May 31, 2024 PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commiss |
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| May 28, 2024 |
EX-4.1 Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into and effective as of May 28, 2024 by and among Permian Resources Corporation, a Delaware corporation (the “Company”), Tascosa Energy Partners, LLC, a Texas limited liability company (“Tascosa”), and Canyon Draw Resources, LLC, a Texas limited liability company (“CDR” and together w |
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| May 28, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table S-3 (Form Type) Permian Resources Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Class A Common Stock, par value $0. |
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| May 28, 2024 |
As filed with the Securities and Exchange Commission on May 28, 2024 S-3ASR Table of Contents As filed with the Securities and Exchange Commission on May 28, 2024 No. |
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| May 24, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3ASR (Form Type) PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity(1) Class A Common Stock, par value $0. |
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| May 24, 2024 |
As filed with the Securities and Exchange Commission on May 24, 2024 Table of Contents As filed with the Securities and Exchange Commission on May 24, 2024 Registration No. |
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| May 22, 2024 |
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): May 22, 2024 PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commiss |
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| May 22, 2024 |
Exhibit 3.1 Execution Version FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PERMIAN RESOURCES CORPORATION May 22, 2024 Permian Resources Corporation (f/k/a Centennial Resources Development, Inc.), a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Permian Resources Corpora |
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| May 17, 2024 |
EX-10.1 2 d802758dex101.htm EX-10.1 Exhibit 10.1 Repurchase Agreement May 13, 2024 Ladies and Gentlemen: Introductory. Permian Resources Operating, LLC, a Delaware limited liability company (the “Company”), proposes to repurchase (the “Repurchase”) from each of NGP XI US Holdings, L.P. (“NGP XI”), NGP Pearl Holdings II, L.L.C. (“NGP Pearl”) and Luxe Energy LLC (“Luxe” and, collectively with NGP XI |
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| May 17, 2024 |
PR / Permian Resources Corporation / Luxe Energy, LLC - SC 13D/A Activist Investment SC 13D/A 1 d802758dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) PERMIAN RESOURCES CORPORATION (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 71424F 105 (CUSIP Number) Craig S. Glick NGP Energy Capital Management, L.L.C. 2850 N. H |
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| May 17, 2024 |
FORM OF LOCK-UP AGREEMENT Permian Resources Corporation Lock-Up Agreement May 13, 2024 EX-10.3 3 d802758dex103.htm EX-10.3 Exhibit 10.3 FORM OF LOCK-UP AGREEMENT Permian Resources Corporation Lock-Up Agreement May 13, 2024 Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 Re: Permian Resources Corporation—Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of the Underwriters (as defined below), propose |
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| May 16, 2024 |
EX-99.1 2 tm2414663d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) on behalf of each of them of a statement on Schedule 13D (including am |
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| May 16, 2024 |
SC 13D/A 1 tm2414663d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 PERMIAN RESOURCES CORPORATION (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 71424F 105 (CUSIP Number) Matthew Pacey, P.C. Kirkland & Ellis LLP 609 Main Street Ho |
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| May 15, 2024 |
Exhibit 107 Calculation of Filing Fee Table 424(b)(7) (Form Type) Permian Resources Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Fees to Be Paid Equity Class A Common Stock, par value $0. |
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| May 15, 2024 |
Exhibit 1.1 Permian Resources Corporation 51,765,000 Shares of Class A Common Stock, par value $0.0001 per share Underwriting Agreement May 13, 2024 Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 As the representative (the “Representative”) of the several Underwriters named in Schedule I hereto Ladies and Gentlemen: The stockholders named in Schedule II hereto (the “Selling Stockh |
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| May 15, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(7) Registration Statement No. 333-275405 PROSPECTUS SUPPLEMENT (to Prospectus dated November 8, 2023) Permian Resources Corporation 51,765,000 Shares Class A common stock Offered by the Selling Stockholders This prospectus supplement relates to the offer and sale by the selling stockholders named herein (the “Selling Stockholders”) of up to an aggreg |
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| May 15, 2024 |
PR / Permian Resources Corporation / RIVERSTONE HOLDINGS LLC - SC 13D/A Activist Investment United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 17)* Permian Resources Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 71424F105 |
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| May 15, 2024 |
Permian Resources Corporation Announces Pricing of Secondary Public Offering of Class A Common Stock Exhibit 99.1 Permian Resources Corporation Announces Pricing of Secondary Public Offering of Class A Common Stock May 13, 2024 MIDLAND, Texas—(BUSINESS WIRE)—Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced the pricing of an underwritten public offering of an aggregate 51,765,000 shares of its Class A Common Stock, par value $0.0001 per share (“Class |
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| May 15, 2024 |
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): May 13, 2024 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commission |
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| May 13, 2024 |
Permian Resources Corporation Announces Secondary Public Offering of Class A Common Stock Exhibit 99.1 Permian Resources Corporation Announces Secondary Public Offering of Class A Common Stock May 13, 2024 MIDLAND, Texas—(BUSINESS WIRE)—Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced the commencement of an underwritten public offering of an aggregate 51,765,000 shares of its Class A Common Stock, par value $0.0001 per share (“Class A comm |
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| May 13, 2024 |
SUBJECT TO COMPLETION DATED MAY 13, 2024 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration Statement No. 333-275405 This preliminary prospectus supplement relates to an effective registration statement filed with the U.S. Securities and Exchange Commission, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the securities described herein, |
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| May 13, 2024 |
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): May 13, 2024 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commission |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 OR ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-37697 PERMIAN RESOURCES COR |
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| May 7, 2024 |
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): May 7, 2024 PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commissi |
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| May 7, 2024 |
Permian Resources Announces Strong First Quarter 2024 Results and Increases Full Year Guidance Permian Resources Announces Strong First Quarter 2024 Results and Increases Full Year Guidance MIDLAND, Texas – May 7, 2024 (BUSINESS WIRE) - Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced its first quarter 2024 financial and operational results and revised 2024 guidance. |
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| May 1, 2024 |
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): April 25, 2024 PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commi |
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| May 1, 2024 |
Amendment to Third Amended and Restated Credit Agreement, dated as of Exhibit 10.1 Seventh Amendment to Third Amended and Restated Credit Agreement This Seventh Amendment to Third Amended and Restated Credit Agreement (this “Amendment”), dated as of April 25, 2024 (the “Seventh Amendment Effective Date”), is among Permian Resources Operating, LLC, a Delaware limited liability company formerly known as Centennial Resource Production, LLC (the “Borrower”); each of the |
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| April 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Prox |
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| April 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Prox |
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| March 8, 2024 |
EX-10.1 Exhibit 10.1 Repurchase Agreement March 4, 2024 Ladies and Gentlemen: Introductory. Permian Resources Operating, LLC, a Delaware limited liability company (the “Company”), proposes to repurchase (the “Repurchase”) from each of NGP XI US Holdings, L.P. (“NGP XI”), NGP Pearl Holdings II, L.L.C. (“NGP Pearl”) and Luxe Energy LLC (“Luxe” and, collectively with NGP XI and NGP Pearl, the “Holder |
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| March 8, 2024 |
FORM OF LOCK-UP AGREEMENT Permian Resources Corporation Lock-Up Agreement March 4, 2024 EX-10.3 Exhibit 10.3 FORM OF LOCK-UP AGREEMENT Permian Resources Corporation Lock-Up Agreement March 4, 2024 Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 Re: Permian Resources Corporation—Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of the Underwriters (as defined below), propose to enter into an agreement |
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| March 8, 2024 |
PR / Permian Resources Corporation / Luxe Energy, LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) PERMIAN RESOURCES CORPORATION (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 71424F 105 (CUSIP Number) Craig S. Glick NGP Energy Capital Management, L.L.C. 2850 N. Harwood Street, 19th Floor Dall |
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| March 8, 2024 |
PR / Permian Resources Corporation / RIVERSTONE HOLDINGS LLC - SC 13D/A Activist Investment United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 16)* Permian Resources Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 71424F105 |
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| March 6, 2024 |
Permian Resources Corporation Announces Pricing of Secondary Public Offering of Class A Common Stock EX-99.1 Exhibit 99.1 Permian Resources Corporation Announces Pricing of Secondary Public Offering of Class A Common Stock March 4, 2024 MIDLAND, Texas—(BUSINESS WIRE)—Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced the pricing of an underwritten public offering of an aggregate 48,500,000 shares of its Class A Common Stock, par value $0.0001 per share |
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| March 6, 2024 |
PR / Permian Resources Corporation / PEARL ENERGY INVESTMENTS, L.P. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 PERMIAN RESOURCES CORPORATION (Name of lssuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 71424F 105 (CUSIP Number) Matthew Pacey, P.C. Kirkland & Ellis LLP 609 Main Street Houston, Texas 77002 (713) 836-3600 (Name, A |
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| March 6, 2024 |
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): March 4, 2024 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commission |
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| March 6, 2024 |
424B7 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-275405 Prospectus supplement (to Prospectus dated November 8, 2023) Permian Resources Corporation 48,500,000 Shares Class A common stock Offered by the Selling Stockholders This prospectus supplement relates to the offer and sale by the selling stockholders named herein (the “Selling Stockholders”) of up to an aggregate |
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| March 6, 2024 |
Exhibit 1.1 Permian Resources Corporation 48,500,000 Shares of Class A Common Stock, par value $0.0001 per share Underwriting Agreement March 4, 2024 Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 As the representative (the “Representative”) of the several Underwriters named in Schedule I hereto Ladies and Gentlemen: The stockholders named in Schedule II hereto (the “Selling Stock |
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| March 6, 2024 |
Joint Filing Agreement, dated as of March 6, 2024, by and among the Reporting Persons. Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A |
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| March 6, 2024 |
PR / Permian Resources Corporation / RIVERSTONE HOLDINGS LLC - SC 13D/A Activist Investment United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 15)* Permian Resources Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securit |
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| March 6, 2024 |
Permian Resources Announces Full Redemption of 6.875% Senior Notes Due 2027 EX-99.2 Exhibit 99.2 Permian Resources Announces Full Redemption of 6.875% Senior Notes Due 2027 MIDLAND, Texas (March 6, 2024)—(BUSINESS WIRE)— Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) announced today that Permian Resources Operating, LLC (the “Issuer”), a subsidiary of Permian Resources, has given notice of its intention to redeem all of the Company’s outst |
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| March 6, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table 424(b)(7) (Form Type) Permian Resources Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Fees to Be Paid Equity Class A Common Stock, par value $0. |
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| March 4, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-275405 This preliminary prospectus supplement relates to an effective registration statement filed with the U.S. Securities and Exchange Commission, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the securities described herein, and are no |
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| March 4, 2024 |
Regulation FD Disclosure, Other Events 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): March 4, 2024 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commission |
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| March 4, 2024 |
Permian Resources Corporation Announces Secondary Public Offering of Class A Common Stock Permian Resources Corporation Announces Secondary Public Offering of Class A Common Stock March 4, 2024 MIDLAND, Texas -(BUSINESS WIRE)- Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced the commencement of an underwritten public offering of an aggregate 48,500,000 shares of its Class A Common Stock, par value $0. |
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| February 29, 2024 |
Subsidiaries of the Registrant EXHIBIT 21.1 SUBSIDIARIES(1) Legal Name State of Incorporation Permian Resources Operating, LLC Delaware (1) The list above excludes certain subsidiaries that, in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X as of December 31, 2023. |
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| February 29, 2024 |
EXHIBIT 10.7 PERMIAN RESOURCES CORPORATION 2023 LONG TERM INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Performance Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2023 Long Term Incentive Plan (as amended and/or restated from time to time, the “Plan”) of Permian Resources Corporation |
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| February 29, 2024 |
Netherland, Sewell & Associates, Inc., Summary of Reserves at December 31, 2023 Exhibit 99.3 February 9, 2024 Mr. Joseph Jones Permian Resources Corporation 300 North Marienfeld Street, Suite 1000 Midland, Texas 79701 Dear Mr. Jones: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2023, to the Permian Resources Corporation (Permian Resources) interest in certain oil and gas properties located in New Mexico, North D |
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| February 29, 2024 |
Unaudited pro forma condensed combined financial statements of Permian Resources Corporation. Exhibit 99.4 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS On November 1, 2023, Permian Resources Corporation (“Permian Resources” or the “Company”) and Earthstone Energy, Inc. (“Earthstone”) completed the previously announced acquisition of Earthstone by Permian Resources (the “Merger”) as contemplated by the merger agreement, dated August 21, 2023 (the “Merger Agreement”). In connection with |
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| February 29, 2024 |
Permian Resources Corporation 2023 Long Term Incentive Plan. Exhibit 10.23 PERMIAN RESOURCES CORPORATION 2023 LONG TERM INCENTIVE PLAN Adopted by the Board on April 7, 2023 Approved by the Company’s Stockholders on May 23, 2023 Amended and Restated on February 20, 2024 ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by |
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| February 29, 2024 |
Sixth Amendment to Third Amended and Restated Credit Agreement, dated as of December 20, 2023. Exhibit 10.22 Execution Version Sixth Amendment to Third Amended and Restated Credit Agreement This Sixth Amendment to Third Amended and Restated Credit Agreement (this “Amendment”), dated as of December 20, 2023 (the “Sixth Amendment Effective Date”), is among Permian Resources Operating, LLC, a Delaware limited liability company formerly known as Centennial Resource Production, LLC (the “Borrowe |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-37697 PERMIAN RESOURCES CORPORATION (Exact name of registrant as s |
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| February 27, 2024 |
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): February 27, 2024 PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Co |
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| February 27, 2024 |
Permian Resources Announces Strong Fourth Quarter 2023 Results and Provides Highly Capital Efficient Full Year 2024 Plan MIDLAND, Texas – February 27, 2024 (BUSINESS WIRE) - Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced its fourth quarter and full year 2023 financial and operational results and 2024 operational plans. |
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| February 13, 2024 |
PR / Permian Resources Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01688-permianresourcescorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Permian Resources Corporation Class A Title of Class of Securities: Common Stock CUSIP Number: 71424F105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appr |
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| February 13, 2024 |
PR / Permian Resources Corporation / Bold Energy Holdings, LLC - SC 13G/A Passive Investment SC 13G/A 1 d744264dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PERMIAN RESOURCES CORPORATION (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 71424F105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this |
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| December 22, 2023 |
PR / Permian Resources Corporation / Luxe Energy, LLC - SC 13D/A Activist Investment SC 13D/A 1 d317568dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) PERMIAN RESOURCES CORPORATION (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 71424F 105 (CUSIP Number) Craig S. Glick NGP Energy Capital Management, L.L.C. 2850 N. H |
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| December 22, 2023 |
FORM OF LOCK-UP AGREEMENT Permian Resources Corporation Lock-Up Agreement December 19, 2023 EX-10.3 3 d317568dex103.htm EX-10.3 Exhibit 10.3 FORM OF LOCK-UP AGREEMENT Permian Resources Corporation Lock-Up Agreement December 19, 2023 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Re: Permian Resources Corporation - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of the Underwriters (as defined b |
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| December 22, 2023 |
EX-10.1 2 d317568dex101.htm EX-10.1 Exhibit 10.1 Execution Version Repurchase Agreement December 19, 2023 Ladies and Gentlemen: Introductory. Permian Resources Operating, LLC, a Delaware limited liability company (the “Company”), proposes to repurchase (the “Repurchase”) from each of NGP XI US Holdings, L.P. (“NGP XI”), NGP Pearl Holdings II, L.L.C. (“NGP Pearl”) and Luxe Energy, LLC (“Luxe” and, |
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| December 21, 2023 |
PR / Permian Resources Corporation / RIVERSTONE HOLDINGS LLC - SC 13D/A Activist Investment SC 13D/A 1 tm2333461d1sc13da.htm SC 13D/A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 14)* Permian Resources Corporation (Name of Issuer) Class |
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| December 20, 2023 |
Exhibit 1.1 Execution Version Permian Resources Corporation 39,414,415 Shares of Class A Common Stock, par value $0.0001 per share Underwriting Agreement December 19, 2023 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 As the representative (the “Representative”) of the several Underwriters named in Schedule I hereto Ladies and Gentlemen: The stockholders named in Schedule |
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| December 20, 2023 |
Permian Resources Corporation Announces Pricing of Secondary Public Offering of Class A Common Stock Exhibit 99.1 Permian Resources Corporation Announces Pricing of Secondary Public Offering of Class A Common Stock December 19, 2023 MIDLAND, Texas —(BUSINESS WIRE)— Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced the pricing of an underwritten public offering of an aggregate 39,414,415 shares of its Class A Common Stock, par value $0.0001 per share ( |
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| December 20, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-275405 Prospectus supplement (to Prospectus dated November 8, 2023) Permian Resources Corporation 39,414,415 Shares Class A common stock Offered by the Selling Stockholders This prospectus supplement relates to the offer and sale by the selling stockholders named herein (the “Selling Stockholders”) of up to an aggreg |
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| December 20, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): December 19, 2023 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commis |
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| December 19, 2023 |
Table of Contents This preliminary prospectus supplement relates to an effective registration statement filed with the U. |
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| December 19, 2023 |
Permian Resources Corporation Announces Secondary Public Offering of Class A Common Stock EX-99.1 Permian Resources Corporation Announces Secondary Public Offering of Class A Common Stock December 19, 2023 MIDLAND, Texas—(BUSINESS WIRE)—Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced the commencement of an underwritten public offering of an aggregate 39,414,415 shares of its Class A Common Stock, par value $0.0001 per share (“Class A comm |
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| December 19, 2023 |
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): December 19, 2023 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commis |
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| December 13, 2023 |
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): December 13, 2023 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Co |
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| December 11, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): December 7, 2023 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commissi |
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| December 11, 2023 |
Exhibit 99.1 Permian Resources Announces Pricing of $500.0 Million Private Placement of Additional 7.000% Senior Notes Due 2032 MIDLAND, TX—December 7, 2023—(BUSINESS WIRE)—Permian Resources Corporation (“Permian Resources”) (NYSE: PR) announced today that Permian Resources Operating, LLC (the “Issuer”), a subsidiary of Permian Resources, has priced its previously announced private placement pursu |
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| December 7, 2023 |
EX-99.1 Exhibit 99.1 Permian Resources Announces $500.0 Million Private Placement of Additional 7.000% Senior Notes Due 2032 MIDLAND, TX—December 7, 2023—(BUSINESS WIRE)—Permian Resources Corporation (“Permian Resources”) (NYSE: PR) announced today that, subject to market conditions, Permian Resources Operating, LLC (the “Issuer”), a subsidiary of Permian Resources, intends to offer for sale in a |
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| December 7, 2023 |
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): December 7, 2023 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter Delaware 007-37697 47-5381253 (State or other jurisdiction of incorporation) (Commissi |
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| November 8, 2023 |
As filed with the Securities and Exchange Commission on November 8, 2023 As filed with the Securities and Exchange Commission on November 8, 2023 Registration No. |
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| November 8, 2023 |
Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Permian Resources Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Class A Common Stock, par value $0. |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 OR ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-37697 PERMIAN RESOURCES |
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| November 8, 2023 |
Exhibit 99.1 EARTHSTONE ENERGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands, except share and per share amounts) September 30, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 16,592 $ — Accounts receivable: Oil, natural gas, and natural gas liquids revenues 177,353 161,531 Joint interest billings and other, net of allowance of $19 and $19 at Septe |
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| November 8, 2023 |
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS Exhibit 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS On November 1, 2023, Permian Resources Corporation (“Permian Resources” or the “Company”) and Earthstone Energy, Inc. (“Earthstone”) completed the previously announced acquisition of Earthstone by Permian Resources (the “Merger”) as contemplated by the merger agreement, dated August 21, 2023 (the “Merger Agreement”). In connection with |
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| November 8, 2023 |
Consent of Netherland, Sewell & Associates, Inc. (Novo Oil & Gas Holdings, LLC). EX-23.7 Exhibit 23.7 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the references to our firm, in the context in which they appear, and to the inclusion in this Registration Statement on Form S-8 of Permian Resources Corporation (the “Company”) of our reserves reports relating to Novo Oil & Gas Legacy Holdings, LLC, each dated September 7, 2023, included as exhibit |
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| November 8, 2023 |
EX-23.8 Exhibit 23.8 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the references to our firm, in the context in which they appear, and to the inclusion in this Registration Statement on Form S-3 of Permian Resources Corporation (the “Company”) of our reserves reports relating to Novo Oil & Gas Legacy Holdings, LLC, each dated September 7, 2023, included as exhibit |
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| November 8, 2023 |
Financial Statements and Exhibits, Other Events 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): November 8, 2023 Permian Resources Corporation (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Com |
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| November 8, 2023 |
Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Permian Resources Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rate Amount Registered(1)(2) Proposed Maximum Offering Price Per Share(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, par value $0. |
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| November 8, 2023 |
As filed with the Securities and Exchange Commission on November 8, 2023 Table of Contents As filed with the Securities and Exchange Commission on November 8, 2023 No. |
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| November 7, 2023 |
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): November 7, 2023 PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Com |
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| November 7, 2023 |
Permian Resources Announces Third Quarter 2023 Results Permian Resources Announces Third Quarter 2023 Results MIDLAND, Texas – November 7, 2023 (BUSINESS WIRE) - Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced its third quarter 2023 financial and operational results. |
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| November 3, 2023 |
Exhibit 4.4 Execution Version FOURTH SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES BY AND AMONG THE GUARANTOR PARTIES HERETO PERMIAN RESOURCES OPERATING, LLC and UMB BANK, N.A., AS TRUSTEE, DATED AS OF NOVEMBER 1, 2023 This Fourth Supplemental Indenture, dated as of November 1, 2023 (this “Fourth Supplemental Indenture”), is among Earthstone Operating, LLC, a Texas limited liability c |
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| November 3, 2023 |
Exhibit 4.5 Execution Version FOURTH SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES BY AND AMONG THE GUARANTOR PARTIES HERETO PERMIAN RESOURCES OPERATING, LLC and UMB BANK, N.A., AS TRUSTEE, DATED AS OF NOVEMBER 1, 2023 This Fourth Supplemental Indenture, dated as of November 1, 2023 (this “Fourth Supplemental Indenture”), is among Earthstone Operating, LLC, a Texas limited liability c |
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| November 3, 2023 |
Permian Resources Completes Acquisition of Earthstone Energy Exhibit 99.1 Permian Resources Completes Acquisition of Earthstone Energy November 01, 2023 09:26 AM Eastern Daylight Time MIDLAND, Texas — (BUSINESS WIRE) — Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced that it has completed its acquisition of Earthstone Energy, Inc. (“Earthstone”) (NYSE: ESTE). The transaction was previously approved by Permian R |
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| November 3, 2023 |
EX-99.1 2 d574835dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of common stock of Permian Resources Corp. dated as of November 3, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in ac |
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| November 3, 2023 |
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): November 1, 2023 Permian Resources Corporation (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation or or |
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| November 3, 2023 |
PR / Permian Resources Corp - Class A / Bold Energy Holdings, LLC - SC 13G Passive Investment SC 13G 1 d574835dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PERMIAN RESOURCES CORPORATION (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 71424F105 (CUSIP Number) November 1, 2023 (Date of Event Which Requires Filing of this Statem |
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| November 3, 2023 |
Exhibit 4.2 Execution Version THIRD SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES PERMIAN RESOURCES OPERATING, LLC THE GUARANTOR PARTIES HERETO and COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE, DATED AS OF NOVEMBER 1, 2023 This Third Supplemental Indenture, dated as of November 1, 2022 (this “Third Supplemental Indenture”), is among (a) Permian Resources Operating, LLC (as successor |
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| November 3, 2023 |
Exhibit 4.6 Execution Version FIRST SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES BY AND AMONG PERMIAN RESOURCES OPERATING, LLC THE GUARANTOR PARTIES HERETO and COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE, DATED AS OF NOVEMBER 1, 2023 This First Supplemental Indenture, dated as of November 1, 2023 (this “First Supplemental Indenture”), is among Earthstone Operating, LLC, a Texas lim |
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| November 3, 2023 |
Exhibit 10.2 Execution Version PERMIAN RESOURCES OPERATING, LLC SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 1, 2023 THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SE |
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| November 3, 2023 |
Exhibit 4.8 Execution Version SECOND SUPPLEMENTAL INDENTURE This Second Supplemental Indenture, dated as of November 1, 2023 (this “Supplemental Indenture”), is among each of the entities listed on Exhibit A attached hereto (collectively, the “Additional Guarantors,” and each an “Additional Guarantor”), Permian Resources Operating, LLC (together with its successors and assigns, the “Company” or th |
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| November 3, 2023 |
Exhibit 4.1 Execution Version THIRD SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES PERMIAN RESOURCES OPERATING, LLC THE GUARANTOR PARTIES HERETO and COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE, DATED AS OF NOVEMBER 1, 2023 This Third Supplemental Indenture, dated as of November 1, 2022 (this “Third Supplemental Indenture”), is among (a) Permian Resources Operating, LLC (as successor |
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| November 3, 2023 |
Exhibit 4.7 Execution Version SECOND SUPPLEMENTAL INDENTURE This Second Supplemental Indenture, dated as of November 1, 2023 (this “Supplemental Indenture”), is among each of the entities listed on Exhibit A attached hereto (collectively, the “Additional Guarantors,” and each an “Additional Guarantor”), Permian Resources Operating, LLC (together with its successors and assigns, the “Company” or th |
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| November 3, 2023 |
Exhibit 4.3 Execution Version FOURTH SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES BY AND AMONG THE GUARANTOR PARTIES HERETO PERMIAN RESOURCES OPERATING, LLC and UMB BANK, N.A., AS TRUSTEE, DATED AS OF NOVEMBER 1, 2023 This Fourth Supplemental Indenture, dated as of November 1, 2023 (this “Fourth Supplemental Indenture”), is among Earthstone Operating, LLC, a Texas limited liability c |
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| November 3, 2023 |
Exhibit 10.3 PERMIAN RESOURCES CORPORATION SEVENTH AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Effective Date: October 31, 2023 Each member of the Board of Directors (the “Board”) of Permian Resources Corporation (the “Company”) who is not an employee of the Company or any parent or subsidiary of the Company and is not affiliated with Riverstone Investment Group LLC, NGP Energy |
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| October 30, 2023 |
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) October 30, 2023 PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) 001-37697 (Commission File Number) Delaware 47-5381253 (State or Other Jurisdictio |
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| October 30, 2023 |
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) October 30, 2023 PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) 001-37697 (Commission File Number) Delaware 47-5381253 (State or Other Jurisdictio |
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| October 11, 2023 |
Filed by Permian Resources Corporation Filed by Permian Resources Corporation Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Earthstone Energy, Inc. |
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| October 2, 2023 |
Filed by Permian Resources Corporation 425 Filed by Permian Resources Corporation Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Earthstone Energy, Inc. |
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| September 26, 2023 |
MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-274355 MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT Dear Stockholders of Permian Resources Corporation and Earthstone Energy, Inc.: On behalf of the boards of directors of Permian Resources Corporation (“Permian Resources”) and Earthstone Energy, Inc. (“Earthstone”), we are pleased to enclose the accompanying joint proxy stat |
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| September 25, 2023 |
EX-10.1 Exhibit 10.1 Repurchase Agreement September 19, 2023 Ladies and Gentlemen: Introductory. Permian Resources Operating, LLC, a Delaware limited liability company (the “Company”), proposes to repurchase (the “Repurchase”) from each of NGP XI US Holdings, L.P. (“NGP XI”), NGP Pearl Holdings II, L.L.C. (“NGP Pearl”) and Luxe Energy, LLC (“Luxe” and, collectively with NGP XI and NGP Pearl, the “ |
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| September 25, 2023 |
PR / Permian Resources Corp - Class A / Luxe Energy, LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) PERMIAN RESOURCES CORPORATION (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 71424F 105 (CUSIP Number) Craig S. Glick NGP Energy Capital Management, L.L.C. 2850 N. Harwood Street, 19th Floor Dall |
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| September 25, 2023 |
FORM OF LOCK-UP AGREEMENT Permian Resources Corporation Lock-Up Agreement September 19, 2023 EX-10.3 Exhibit 10.3 FORM OF LOCK-UP AGREEMENT Permian Resources Corporation Lock-Up Agreement September 19, 2023 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 BofA Securities Inc. One Bryant Park New York, New York 10036 Truist Securities Inc. 3333 Peachtree Road NE Atlanta, GA 30326 Re: Permian Resources Corporation - Lock-Up Agreement Ladies and Gentlemen: The undersign |
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| September 21, 2023 |
Exhibit 1.1 Execution Version Permian Resources Corporation 21,450,000 Shares of Class A Common Stock, par value $0.0001 per share Underwriting Agreement September 19, 2023 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 BofA Securities Inc. One Bryant Park New York, New York 10036 Truist Securities, Inc. 3333 Peachtree Road NE Atlanta, GA 30326 As the representatives (the “ |
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| September 21, 2023 |
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 19, 2023 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commi |
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| September 21, 2023 |
Permian Resources Corporation Announces Pricing of Secondary Public Offering of Class A Common Stock Exhibit 99.1 Permian Resources Corporation Announces Pricing of Secondary Public Offering of Class A Common Stock September 19, 2023 MIDLAND, Texas —(BUSINESS WIRE)— Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced the pricing of an underwritten public offering of an aggregate 21,450,000 shares of its Class A Common Stock, par value $0.0001 per share |
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| September 21, 2023 |
Exhibit 1.1 Execution Version Permian Resources Corporation 21,450,000 Shares of Class A Common Stock, par value $0.0001 per share Underwriting Agreement September 19, 2023 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 BofA Securities Inc. One Bryant Park New York, New York 10036 Truist Securities, Inc. 3333 Peachtree Road NE Atlanta, GA 30326 As the representatives (the “ |
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| September 21, 2023 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-267338 Prospectus supplement (to Prospectus dated September 8, 2022) Permian Resources Corporation 21,450,000 Shares Class A common stock Offered by the Selling Stockholders This prospectus supplement relates to the offer and sale by the selling stockholders named herein (the “Selling Stockholders”) of up to an aggre |
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| September 21, 2023 |
425 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 19, 2023 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (C |
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| September 21, 2023 |
PERMIAN RESOURCES CORPORATION 300 N. Marienfeld St., Suite 1000 Midland, Texas 79701 September 21, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Permian Resources Corporation Registration Statement on Form S-4 Filed September 6, 2023, as amended File No. 333-274355 Ladi |
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| September 21, 2023 |
Permian Resources Corporation Announces Pricing of Secondary Public Offering of Class A Common Stock Exhibit 99.1 Permian Resources Corporation Announces Pricing of Secondary Public Offering of Class A Common Stock September 19, 2023 MIDLAND, Texas —(BUSINESS WIRE)— Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced the pricing of an underwritten public offering of an aggregate 21,450,000 shares of its Class A Common Stock, par value $0.0001 per share |
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| September 20, 2023 |
Form of Proxy Card of Earthstone Energy, Inc. Exhibit 99.4 P.O. BOX 8016, CARY, NC 27512-9903 YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: INTERNET Go To: www.proxypush.com/ESTE Cast your vote online Have your Proxy Card ready Follow the simple instructions to record your vote PHONE Call 1-866-994-4794 Use any touch-tone telephone Have your Proxy Card ready Follow the simple recorded instructions MAIL Mark, sign and date your Proxy Card Fold and r |
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| September 20, 2023 |
Filed by Permian Resources Corporation 425 Filed by Permian Resources Corporation Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Earthstone Energy, Inc. |
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| September 20, 2023 |
As filed with the Securities and Exchange Commission on September 20, 2023 S-4/A As filed with the Securities and Exchange Commission on September 20, 2023 No. |
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| September 19, 2023 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-267338 This preliminary prospectus supplement relates to an effective registration statement filed with the U.S. Securities and Exchange Commission, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the securities described herein, |
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| September 19, 2023 |
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 19, 2023 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commi |
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| September 19, 2023 |
Exhibit 99.4 EARTHSTONE ENERGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands, except share and per share amounts) June 30, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 49,500 $ — Accounts receivable: Oil, natural gas, and natural gas liquids revenues 111,436 161,531 Joint interest billings and other, net of allowance of $19 and $19 at June 30, |
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| September 19, 2023 |
Exhibit 99.3 EARTHSTONE ENERGY, INC. Index to Consolidated Financial Statements and Supplementary Information Page Report of Independent Registered Public Accounting Firm (Moss Adams LLP, Houston Texas, PCAOB ID: 659) F-2 Audited Financial Statements: Consolidated Balance Sheets as of December 31, 2022 and 2021 F-5 Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 a |
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| September 19, 2023 |
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS Exhibit 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS On August 21, 2023, Permian Resources Corporation (“Permian Resources” or the “Company”) and Earthstone Energy, Inc. (“Earthstone”) announced that they have entered into a merger agreement pursuant to which Permian Resources will acquire Earthstone (the “Merger”). The Merger is expected to close prior to December 31, 2023, subject to c |
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| September 19, 2023 |
Exhibit 99.7 CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 13640 BRIARWICK DRIVE, SUITE 100 AUSTIN, TEXAS 78729-1106 512-249-7000 306 WEST SEVENTH STREET, SUITE 302 FORT WORTH, TEXAS 76102-4987 817-336-2461 WWW.cgaus.com 1000 LOUISIANA STREET, SUITE 1900 HOUSTON, TEXAS 77002-5008 713-651-9944 January 24, 2023 Geoff Vernon Vice President of Reservoir Engineering and A&D Earthstone Ener |
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| September 19, 2023 |
Permian Resources Corporation Announces Secondary Public Offering of Class A Common Stock Exhibit 99.1 Permian Resources Corporation Announces Secondary Public Offering of Class A Common Stock September 19, 2023 MIDLAND, Texas —(BUSINESS WIRE)— Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced the commencement of an underwritten public offering of an aggregate 20,300,000 shares of its Class A Common Stock, par value $0.0001 per share (“Clas |
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| September 19, 2023 |
Exhibit 99.8 SEPTEMBER 7, 2023 Mr. Kyle Hoover Novo Oil & Gas, LLC 1001 West Wilshire Boulevard, Suite 206 Oklahoma City, Oklahoma 73116 Dear Mr. Hoover: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2022, to the Novo Oil & Gas, LLC (Novo) leasehold interest in certain oil and gas properties located in New Mexico and Texas. We complet |
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| September 19, 2023 |
Exhibit 99.5 Report of Independent Auditors The Board of Managers and Members Novo Oil & Gas Holdings, LLC Report on the Audit of the Financial Statements Opinion We have audited the combined consolidated financial statements of Novo Oil & Gas Holdings, LLC and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the related combined consolidated s |
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| September 19, 2023 |
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS Exhibit 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS On August 21, 2023, Permian Resources Corporation (“Permian Resources” or the “Company”) and Earthstone Energy, Inc. (“Earthstone”) announced that they have entered into a merger agreement pursuant to which Permian Resources will acquire Earthstone (the “Merger”). The Merger is expected to close prior to December 31, 2023, subject to c |
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| September 19, 2023 |
Exhibit 99.6 NOVO OIL & GAS LEGACY HOLDINGS, LLC (Formerly Novo Oil & Gas Holdings, LLC) Condensed Consolidated Balance Sheets (Unaudited) (in thousands) June 30, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 19,224 $ 25,387 Accounts receivable, net 66,398 66,628 Prepaid expenses and other assets 1,575 1,468 Commodity derivative assets 30,471 37,692 Total current assets |
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| September 19, 2023 |
Exhibit 99.8 SEPTEMBER 7, 2023 Mr. Kyle Hoover Novo Oil & Gas, LLC 1001 West Wilshire Boulevard, Suite 206 Oklahoma City, Oklahoma 73116 Dear Mr. Hoover: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2022, to the Novo Oil & Gas, LLC (Novo) leasehold interest in certain oil and gas properties located in New Mexico and Texas. We complet |
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| September 19, 2023 |
Exhibit 99.5 Report of Independent Auditors The Board of Managers and Members Novo Oil & Gas Holdings, LLC Report on the Audit of the Financial Statements Opinion We have audited the combined consolidated financial statements of Novo Oil & Gas Holdings, LLC and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the related combined consolidated s |
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| September 19, 2023 |
Exhibit 99.4 EARTHSTONE ENERGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands, except share and per share amounts) June 30, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 49,500 $ — Accounts receivable: Oil, natural gas, and natural gas liquids revenues 111,436 161,531 Joint interest billings and other, net of allowance of $19 and $19 at June 30, |
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| September 19, 2023 |
Exhibit 99.6 NOVO OIL & GAS LEGACY HOLDINGS, LLC (Formerly Novo Oil & Gas Holdings, LLC) Condensed Consolidated Balance Sheets (Unaudited) (in thousands) June 30, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 19,224 $ 25,387 Accounts receivable, net 66,398 66,628 Prepaid expenses and other assets 1,575 1,468 Commodity derivative assets 30,471 37,692 Total current assets |
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| September 19, 2023 |
Exhibit 99.9 SEPTEMBER 7, 2023 Mr. Kyle Hoover Novo Oil & Gas, LLC 1001 West Wilshire Boulevard, Suite 206 Oklahoma City, Oklahoma 73116 Dear Mr. Hoover: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2022, to the Novo Oil & Gas, LLC (Novo) royalty and overriding royalty interest in certain oil and gas properties located in Eddy and Le |
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| September 19, 2023 |
Exhibit 99.7 CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 13640 BRIARWICK DRIVE, SUITE 100 AUSTIN, TEXAS 78729-1106 512-249-7000 306 WEST SEVENTH STREET, SUITE 302 FORT WORTH, TEXAS 76102-4987 817-336-2461 WWW.cgaus.com 1000 LOUISIANA STREET, SUITE 1900 HOUSTON, TEXAS 77002-5008 713-651-9944 January 24, 2023 Geoff Vernon Vice President of Reservoir Engineering and A&D Earthstone Ener |
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| September 19, 2023 |
Exhibit 99.3 EARTHSTONE ENERGY, INC. Index to Consolidated Financial Statements and Supplementary Information Page Report of Independent Registered Public Accounting Firm (Moss Adams LLP, Houston Texas, PCAOB ID: 659) F-2 Audited Financial Statements: Consolidated Balance Sheets as of December 31, 2022 and 2021 F-5 Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 a |
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| September 19, 2023 |
Permian Resources Corporation Announces Secondary Public Offering of Class A Common Stock Exhibit 99.1 Permian Resources Corporation Announces Secondary Public Offering of Class A Common Stock September 19, 2023 MIDLAND, Texas —(BUSINESS WIRE)— Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced the commencement of an underwritten public offering of an aggregate 20,300,000 shares of its Class A Common Stock, par value $0.0001 per share (“Clas |
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| September 19, 2023 |
Exhibit 99.9 SEPTEMBER 7, 2023 Mr. Kyle Hoover Novo Oil & Gas, LLC 1001 West Wilshire Boulevard, Suite 206 Oklahoma City, Oklahoma 73116 Dear Mr. Hoover: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2022, to the Novo Oil & Gas, LLC (Novo) royalty and overriding royalty interest in certain oil and gas properties located in Eddy and Le |
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| September 19, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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 19, 2023 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commi |
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| September 12, 2023 |
Exhibit 4.1 INDENTURE Dated as of September 12, 2023 Among PERMIAN RESOURCES OPERATING, LLC, THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee 7.000% SENIOR NOTES DUE 2032 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 29 Section 1.03 Rules of Construction 31 S |
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| September 12, 2023 |
Exhibit 4.1 INDENTURE Dated as of September 12, 2023 Among PERMIAN RESOURCES OPERATING, LLC, THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee 7.000% SENIOR NOTES DUE 2032 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 29 Section 1.03 Rules of Construction 31 S |
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| September 12, 2023 |
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 12, 2023 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commis |
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| September 12, 2023 |
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 12, 2023 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commis |
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| September 7, 2023 |
425 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 6, 2023 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Com |
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| September 7, 2023 |
EX-99.1 Exhibit 99.1 Permian Resources Announces Pricing of $500.0 Million Private Placement of 7.000% Senior Notes Due 2032 MIDLAND, TX—September 6, 2023—(BUSINESS WIRE)—Permian Resources Corporation (“Permian Resources”) (NYSE: PR) announced today that Permian Resources Operating, LLC (the “Issuer”), a subsidiary of Permian Resources, has priced its previously announced private placement pursuan |
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| September 7, 2023 |
EX-99.1 Exhibit 99.1 Permian Resources Announces Pricing of $500.0 Million Private Placement of 7.000% Senior Notes Due 2032 MIDLAND, TX—September 6, 2023—(BUSINESS WIRE)—Permian Resources Corporation (“Permian Resources”) (NYSE: PR) announced today that Permian Resources Operating, LLC (the “Issuer”), a subsidiary of Permian Resources, has priced its previously announced private placement pursuan |
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| September 7, 2023 |
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 6, 2023 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commiss |
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| September 6, 2023 |
Filed by Permian Resources Corporation 425 Filed by Permian Resources Corporation Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Earthstone Energy, Inc. |
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| September 6, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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 6, 2023 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter Delaware 007-37697 47-5381253 (State or other jurisdiction of incorporation) (Commiss |
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| September 6, 2023 |
425 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 6, 2023 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter Delaware 007-37697 47-5381253 (State or other jurisdiction of incorporation) (Com |
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| September 6, 2023 |
As filed with the Securities and Exchange Commission on September 6, 2023 S-4 Table of Contents As filed with the Securities and Exchange Commission on September 6, 2023 No. |
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| September 6, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Permian Resources Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Class A Common Stock, par value $0. |
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| September 6, 2023 |
Consent of RBC Capital Markets, LLC relating to Earthstone Energy, Inc. Exhibit 99.2 CONSENT OF RBC CAPITAL MARKETS, LLC The Board of Directors Earthstone Energy, Inc. 1400 Woodloch Forest Drive, Suite 300 The Woodlands, TX 77380 The Board of Directors: We understand that Earthstone Energy, Inc. (the “Company”) has determined to include our opinion letter (the “Opinion”), dated August 20, 2023 to the Board of Directors of the Company in the Registration Statement on F |
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| September 6, 2023 |
Permian Resources Announces $500.0 Million Private Placement of Senior Notes Due 2032 EX-99.1 Exhibit 99.1 Permian Resources Announces $500.0 Million Private Placement of Senior Notes Due 2032 MIDLAND, TX—September 6, 2023—(BUSINESS WIRE)—Permian Resources Corporation (“Permian Resources”) (NYSE: PR) announced today that, subject to market conditions, Permian Resources Operating, LLC (the “Issuer”), a subsidiary of Permian Resources, intends to offer for sale in a private placement |
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| September 6, 2023 |
Permian Resources Announces $500.0 Million Private Placement of Senior Notes Due 2032 Exhibit 99.1 Permian Resources Announces $500.0 Million Private Placement of Senior Notes Due 2032 MIDLAND, TX—September 6, 2023—(BUSINESS WIRE)—Permian Resources Corporation (“Permian Resources”) (NYSE: PR) announced today that, subject to market conditions, Permian Resources Operating, LLC (the “Issuer”), a subsidiary of Permian Resources, intends to offer for sale in a private placement under R |
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| September 6, 2023 |
Consent of Morgan Stanley & Co. LLC relating to Permian Resources Corporation. Exhibit 99.1 Consent of Morgan Stanley & Co. LLC We hereby consent to the use in the Registration Statement of Permian Resources Corporation on Form S-4 (the “Registration Statement”) and in the Joint Proxy Statement/Prospectus of Permian Resources Corporation and Earthstone Energy, Inc., which is part of the Registration Statement, of our written opinion, dated August 20, 2023, appearing as Annex |
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| September 5, 2023 |
Exhibit 4.5 Execution Version THIRD SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES PERMIAN RESOURCES OPERATING, LLC THE GUARANTOR PARTIES HERETO and UMB BANK, N.A., AS TRUSTEE, DATED AS OF September 5, 2023 This Third Supplemental Indenture, dated as of September 5, 2023 (this “Third Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation (the “New Subsidiary |
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| September 5, 2023 |
Exhibit 4.5 Execution Version THIRD SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES PERMIAN RESOURCES OPERATING, LLC THE GUARANTOR PARTIES HERETO and UMB BANK, N.A., AS TRUSTEE, DATED AS OF September 5, 2023 This Third Supplemental Indenture, dated as of September 5, 2023 (this “Third Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation (the “New Subsidiary |
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| September 5, 2023 |
Exhibit 4.2 Execution Version Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement This Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement (this “Fifth Amendment”), dated as of September 1, 2023 (the “Fifth Amendment Effective Date”), is among Permian Resources Operating, LLC, a Delaware limited liability company formerly known as Cente |
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| September 5, 2023 |
Exhibit 4.3 Execution Version SECOND SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES PERMIAN RESOURCES OPERATING, LLC THE GUARANTOR PARTIES HERETO and COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE, DATED AS OF SEPTEMBER 5, 2023 This Second Supplemental Indenture, dated as of September 5, 2023 (this “Second Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation |
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| September 5, 2023 |
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 1, 2023 Permian Resources Corporation (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Co |
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| September 5, 2023 |
Exhibit 4.7 Execution Version THIRD SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES PERMIAN RESOURCES OPERATING, LLC THE GUARANTOR PARTIES HERETO and UMB BANK, N.A., AS TRUSTEE, DATED AS OF September 5, 2023 This Third Supplemental Indenture, dated as of September 5, 2023 (this “Third Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation (the “New Subsidiary |
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| September 5, 2023 |
Exhibit 4.4 Exeuction Version SECOND SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES PERMIAN RESOURCES OPERATING, LLC THE GUARANTOR PARTIES HERETO and COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE, DATED AS OF SEPTEMBER 5, 2023 This Second Supplemental Indenture, dated as of September 5, 2023 (this “Second Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation |
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| September 5, 2023 |
Exhibit 4.6 Execution Version THIRD SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES PERMIAN RESOURCES OPERATING, LLC THE GUARANTOR PARTIES HERETO and UMB BANK, N.A., AS TRUSTEE, DATED AS OF September 5, 2023 This Third Supplemental Indenture, dated as of September 5, 2023 (this “Third Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation (the “New Subsidiary |
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| September 5, 2023 |
Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of September 1, 2023. Exhibit 4.1 Execution Version Fourth Amendment to Third Amended and Restated Credit Agreement This Fourth Amendment to Third Amended and Restated Credit Agreement (this “Fourth Amendment”), dated as of September 1, 2023 (the “Fourth Amendment Effective Date”), is among Permian Resources Operating, LLC, a Delaware limited liability company and formerly known as Centennial Resource Production, LLC ( |
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| September 5, 2023 |
Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of September 1, 2023. Exhibit 4.2 Execution Version Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement This Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement (this “Fifth Amendment”), dated as of September 1, 2023 (the “Fifth Amendment Effective Date”), is among Permian Resources Operating, LLC, a Delaware limited liability company formerly known as Cente |
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| September 5, 2023 |
425 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 1, 2023 Permian Resources Corporation (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) |
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| September 5, 2023 |
Exhibit 4.6 Execution Version THIRD SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES PERMIAN RESOURCES OPERATING, LLC THE GUARANTOR PARTIES HERETO and UMB BANK, N.A., AS TRUSTEE, DATED AS OF September 5, 2023 This Third Supplemental Indenture, dated as of September 5, 2023 (this “Third Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation (the “New Subsidiary |
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| September 5, 2023 |
Exhibit 4.7 Execution Version THIRD SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES PERMIAN RESOURCES OPERATING, LLC THE GUARANTOR PARTIES HERETO and UMB BANK, N.A., AS TRUSTEE, DATED AS OF September 5, 2023 This Third Supplemental Indenture, dated as of September 5, 2023 (this “Third Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation (the “New Subsidiary |
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| September 5, 2023 |
Exhibit 4.4 Exeuction Version SECOND SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES PERMIAN RESOURCES OPERATING, LLC THE GUARANTOR PARTIES HERETO and COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE, DATED AS OF SEPTEMBER 5, 2023 This Second Supplemental Indenture, dated as of September 5, 2023 (this “Second Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation |
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| September 5, 2023 |
Exhibit 4.1 Execution Version Fourth Amendment to Third Amended and Restated Credit Agreement This Fourth Amendment to Third Amended and Restated Credit Agreement (this “Fourth Amendment”), dated as of September 1, 2023 (the “Fourth Amendment Effective Date”), is among Permian Resources Operating, LLC, a Delaware limited liability company and formerly known as Centennial Resource Production, LLC ( |
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| September 5, 2023 |
Exhibit 4.3 Execution Version SECOND SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES PERMIAN RESOURCES OPERATING, LLC THE GUARANTOR PARTIES HERETO and COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE, DATED AS OF SEPTEMBER 5, 2023 This Second Supplemental Indenture, dated as of September 5, 2023 (this “Second Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation |
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| August 21, 2023 |
Filed by Permian Resources Corporation Filed by Permian Resources Corporation Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Earthstone Energy, Inc. |
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| August 21, 2023 |
Exhibit 2.1 Execution Version CONFIDENTIAL AGREEMENT AND PLAN OF MERGER among PERMIAN RESOURCES CORPORATION, SMITS MERGER SUB I INC., SMITS MERGER SUB II LLC, PERMIAN RESOURCES OPERATING, LLC, EARTHSTONE ENERGY, INC., AND EARTHSTONE ENERGY HOLDINGS, LLC Dated as of August 21, 2023 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 Section 1.1 Certain Definitions 3 Section 1.2 Terms Defined Els |
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| August 21, 2023 |
Exhibit 10.5 Proposed Execution Version VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Earthstone Energy, Inc., a Delaware corporation (the “Company”), the undersigned, stockholders of the Company (the “Holders” and each individually, a “Holder”), and Permian Resources Corporation, a Delaware corporation (“Parent”). W I T |
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| August 21, 2023 |
Exhibit 99.1 Permian Resources Team, Earlier this morning, we announced an agreement to acquire Earthstone Energy Inc. in an all-stock transaction for an estimated enterprise value of $4.5B. Please click HERE [https://www.businesswire.com/news/home/20230821361048/en/] to read the full press release. As most of you are likely aware, Earthstone is a Permian-focused operator with complementary assets |
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| August 21, 2023 |
Exhibit 10.5 Proposed Execution Version VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Earthstone Energy, Inc., a Delaware corporation (the “Company”), the undersigned, stockholders of the Company (the “Holders” and each individually, a “Holder”), and Permian Resources Corporation, a Delaware corporation (“Parent”). W I T |
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| August 21, 2023 |
Exhibit 10.2 Execution Version VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Parent”), the undersigned stockholders of Parent (the “Holders” and each individually, a “Holder”), and Earthstone Energy, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H: |
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| August 21, 2023 |
425 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: August 21, 2023 (Date of earliest event reported) PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) ( |
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| August 21, 2023 |
A Premier Delaware Basin Independent AUGUST 21, 2023 Exhibit 99.2 Important Information No Offer or Solicitation This communication relates to a proposed business combination transaction (the “Transaction”) between Earthstone and Permian. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicit |
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| August 21, 2023 |
Exhibit 2.1 Execution Version CONFIDENTIAL AGREEMENT AND PLAN OF MERGER among PERMIAN RESOURCES CORPORATION, SMITS MERGER SUB I INC., SMITS MERGER SUB II LLC, PERMIAN RESOURCES OPERATING, LLC, EARTHSTONE ENERGY, INC., AND EARTHSTONE ENERGY HOLDINGS, LLC Dated as of August 21, 2023 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 Section 1.1 Certain Definitions 3 Section 1.2 Terms Defined Els |
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| August 21, 2023 |
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: August 21, 2023 (Date of earliest event reported) PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Comm |
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| August 21, 2023 |
Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Parent”), the undersigned stockholders of Parent (the “Holders” and each individually, a “Holder”), and Earthstone Energy, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H: |
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| August 21, 2023 |
Exhibit 10.6 Execution Version VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Earthstone Energy, Inc., a Delaware corporation (the “Company”), the undersigned, stockholders of the Company (the “Holders” and each individually, a “Holder”), and Permian Resources Corporation, a Delaware corporation (“Parent”). W I T N E S S |
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| August 21, 2023 |
Exhibit 99.1 Permian Resources Team, Earlier this morning, we announced an agreement to acquire Earthstone Energy Inc. in an all-stock transaction for an estimated enterprise value of $4.5B. Please click HERE [https://www.businesswire.com/news/home/20230821361048/en/] to read the full press release. As most of you are likely aware, Earthstone is a Permian-focused operator with complementary assets |
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| August 21, 2023 |
Exhibit 10.7 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 21, 2023 and effective as of the Closing Date, is made and entered into by and among Permian Resources Corporation, a Delaware corporation (the “Company”), the parties listed on the signature pages hereto (each such party, an “Initial Holder” and collectively, the |
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| August 21, 2023 |
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: August 21, 2023 (Date of earliest event reported) PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Comm |
