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Permian Resources Corp false 0001658566 0001658566 2025-08-28 2025-08-28
 
 

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)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

300 N. Marienfeld St., Suite 1000

Midland, Texas 79701

(Address of principal executive offices, including zip code)

(432) 695-4222

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A Common Stock, par value $0.0001 per share   PR   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On August 28, 2025, Permian Resources Operating, LLC (the “Issuer”), a consolidated subsidiary of Permian Resources Corporation (the “Company”), issued a notice (the “Redemption Notice”) to holders of the Issuer’s 3.25% Exchangeable Senior Notes due 2028 (the “Notes”) calling for redemption (the “Redemption”) of all outstanding Notes. A copy of the Redemption Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.04.

Notes that are called for Redemption may be submitted for exchange at any time before the close of business on the second business day immediately before September 12, 2025 (the “Redemption Date”) (or, if the Issuer fails to pay the Redemption Price (as defined below) due on the Redemption Date in full, at any time until such time as the Issuer pays the Redemption Price in full). Notes that are exchanged after they are called for Redemption will be settled in shares of the Company’s common stock (together with cash in lieu of any fractional share) at the conversion rate. As of the date of the Redemption Notice, the exchange rate of the Notes is 176.6910 shares of the Company’s common stock per $1,000 principal amount of Notes. However, the sending of the Redemption Notice constitutes a “make-whole fundamental change” (as defined in the First Supplemental Indenture referred to below) with respect to the Notes called for Redemption, and, pursuant to such First Supplemental Indenture, the exchange rate applicable to Notes called for Redemption that are exchanged during the period beginning on, and including, the date of the Redemption Notice and ending on, and including, the second business day immediately before the Redemption Date will be increased to 179.9208 shares of the Company’s common stock per $1,000 principal amount of Notes.

On the Redemption Date, all then-outstanding Notes that are called for Redemption and have not been submitted for exchange will be repurchased for cash at a price (the “Redemption Price”) equal to the principal amount of such Notes plus accrued and unpaid interest on such Notes to, but excluding, the Redemption Date, which equates to a Redemption Price of approximately $1,014.53 per $1,000 principal amount of any Note called for Redemption.

The Notes are governed by an indenture (the “Base Indenture”), dated as of March 19, 2021, between the Issuer and UMB Bank, N.A., as trustee (the “Trustee”), as supplemented by that certain first supplemental indenture (the “First Supplemental Indenture”), dated as of March 19, 2021, among the Issuer, the Company, the subsidiary guarantors named therein, and the Trustee, that certain second supplemental indenture (the “Second Supplemental Indenture”) dated as of September 1, 2022, among the Issuer, the existing guarantors named therein, the new subsidiary guarantors named therein, and the Trustee, that certain third supplemental indenture (the “Third Supplemental Indenture”) dated as of September 5, 2023, among the Issuer, the existing guarantors named therein, the new subsidiary guarantor named therein, and the Trustee, and that certain fourth supplemental indenture (the “Fourth Supplemental Indenture”) dated as of November 1, 2023, among the Issuer, the existing guarantors named therein, the new subsidiary guarantors named therein, and the Trustee. The above description of the certain provisions of the Base Indenture, First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture, and Fourth Supplemental Indenture is a summary and is not complete.

 


Copies of the Base Indenture, First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture, and Fourth Supplemental Indenture are filed as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Base Indenture, First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture, and the Fourth Supplemental Indenture set forth in such exhibits.

Item 9.01. Financial Statements and Exhibits.

Exhibits

 

Exhibit Number

  

Description

4.1    Indenture, dated as of March 19, 2021, between Permian Resources Operating, LLC (formerly Centennial Resource Production, LLC) and UMB Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 2021).
4.2    First Supplemental Indenture, dated as of March 19, 2021, among Permian Resources Operating, LLC (formerly Centennial Resource Production, LLC), the Company (formerly known as Centennial Resource Development, Inc.), the subsidiary guarantors named therein and UMB Bank, N.A., as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 2021).
4.3    Second Supplemental Indenture, dated as of September 1, 2022, among Permian Resources Operating, LLC (formerly Centennial Resource Production, LLC), the existing guarantors named therein, the new subsidiary guarantors named therein, and UMB Bank, N.A., as trustee (incorporated by reference to Exhibit 4.5 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 8, 2022).
4.4    Third Supplemental Indenture, dated as of September 5, 2023, among Permian Resources Operating, LLC, the existing guarantors named therein, the new subsidiary guarantor named therein, and UMB Bank, N.A., as trustee (incorporated by reference to Exhibit 4.7 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2023).
4.5    Fourth Supplemental Indenture, dated as of November 1, 2023, among Permian Resources Operating, LLC, the existing guarantors named therein, the new subsidiary guarantors named therein, and UMB Bank, N.A., as trustee (incorporated by reference to Exhibit 4.5 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2023).
99.1    Redemption Notice for 3.25% Exchangeable Senior Notes due 2028.
104    Cover page interactive data file (embedded within the inline XBRL document).

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

PERMIAN RESOURCES CORPORATION
By:  

/s/ Guy M. Oliphint

  Guy M. Oliphint
  Executive Vice President and Chief Financial Officer
Date:   August 28, 2025
EX-99.1 2 d83141dex991.htm EX-99.1 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 “Company”), and UMB Bank, N.A., as trustee (the “Trustee”), as supplemented by that certain first supplemental indenture (the “First Supplemental Indenture”), dated as of March 19, 2021, among the Company, Permian Resources Corporation (formerly known as Centennial Resource Development, Inc.), a Delaware corporation (the “Parent Guarantor”), the Subsidiary Guarantors named therein, and the Trustee, relating to the Company’s 3.25% Exchangeable Senior Notes due 2028 (the “Notes”), that certain second supplemental indenture (the “Second Supplemental Indenture”), dated as of September 1, 2022, among the Company, the Existing Guarantors named therein, the New Subsidiary Guarantors named therein, and the Trustee, that certain third supplemental indenture (the “Third Supplemental Indenture”), dated as of September 5, 2023, among the Company, the Existing Guarantors named therein, the New Subsidiary Guarantor named therein, and the Trustee and that certain fourth supplemental indenture (the “Fourth Supplemental Indenture,” and the Base Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, as the same may be further amended from time to time with respect to the Notes, the “Indenture”), dated as of November 1, 2023, among the Company, the Existing Guarantors named therein, the Additional Subsidiary Guarantors named therein, and the Trustee. Capitalized terms used in this Notice without definition have the respective meanings given to them in the Indenture.

Pursuant to Section 4.03 of the First Supplemental Indenture, the Notes are redeemable, in whole on or after April 7, 2025 and on or before the 40th Scheduled Trading Day immediately before the Maturity Date for cash at the Redemption Price if the Last Reported Sale Price per share of Common Stock exceeds 130% of the Exchange Price on (x) each of at least 20 Trading Days (whether or not consecutive) during the 30 consecutive Trading Days ending on, and including, the Trading Day immediately before the date the Company sends the related Redemption Notice; and (y) the Trading Day immediately before the date the Company sends the related Redemption Notice. In accordance with Section 4.03 of the First Supplemental Indenture, the Company elects to call for redemption (the “Redemption”) all outstanding Notes and designates September 12, 2025 as the Redemption Date for the Redemption.

 

No representation is being made with respect to the correctness of the CUSIP number contained in this Redemption Notice or appearing on the certificate(s) representing the Notes.

 

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On the Redemption Date, all then-outstanding Notes that are called for Redemption will be repurchased for cash at the Redemption Price. However, a Note that is called for Redemption will not be so repurchased if it is Exchanged with an Exchange Date occurring before the Redemption Date. Payment of the Redemption Price will be made through the facilities of the Depository Trust Company.

The Redemption Price for any Note called for Redemption is an amount in cash equal to the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Redemption Date, which equates to a Redemption Price of approximately $1,014.53 per $1,000 principal amount of any Note called for Redemption.

Notes called for Redemption may be Exchanged at any time before the Close of Business on the second Business Day immediately before the Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the Company pays such Redemption Price in full). As of the date of this Redemption Notice, the Exchange Rate of the Notes is 176.6910 shares of Common Stock per $1,000 principal amount of Notes. However, the sending of this Redemption Notice constitutes a Make-Whole Fundamental Change with respect to the Notes called for Redemption, and, pursuant to Section 5.07 of the First Supplemental Indenture, the Exchange Rate applicable to Notes called for Redemption that are Exchanged with an Exchange Date occurring during the period (the “Redemption Exchange Period”) beginning on, and including, the date of this Redemption Date and ending on, and including, the second Business Day immediately before the Redemption Date will be increased to 179.9208 shares of Common Stock per $1,000 principal amount of Notes. The Settlement Method that will apply to all Exchanges of Notes with an Exchange Date that occurs during the Redemption Exchange Period will be Physical Settlement.

TO TIMELY ELECT TO EXCHANGE ANY NOTES CALLED FOR REDEMPTION, SUCH NOTES MUST BE SUBMITTED FOR EXCHANGE IN COMPLIANCE WITH THE APPLICABLE RULES AND PROCEDURES OF DTC NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 10, 2025. AFTER SUCH TIME, THE RIGHT TO EXCHANGE ANY NOTES CALLED FOR REDEMPTION WILL TERMINATE.

The Trustee is acting as Paying Agent and Exchange Agent under the Indenture, and the Trustee’s address is UMB Bank, N.A., 555 San Felipe Street, Suite 810, Houston, Texas 77056, Attention: Corporate Trust Department.

Each Holder should consult its counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding the Redemption or any Exchange of such Holders’ Notes.

 

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The Paying Agent will be entitled to withhold such amounts as are required to be withheld under applicable law from any payment that is made upon Redemption of any Note, including (i) U.S. backup withholding if the Holder is a United States person for U.S. federal income tax purposes and does not provide to the Paying Agent a correct taxpayer identification number (generally a person’s social security or federal employer identification number) and certain other information on a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 stating that the Holder is not subject to backup withholding and that the Holder is a United States person, or does not establish another basis for exemption from backup withholding and (ii) U.S. federal withholding on payments attributable to accrued and unpaid interest if the Holder is not a United States person for U.S. federal income tax purposes and the Holder does not provide a properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY (and all required attachments) or other applicable IRS Form W-8, attesting to that non-U.S. Holder’s foreign status and certain other information, including information establishing an exemption from withholding from such payments attributable to accrued and unpaid interest, including under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended. To the extent any such amounts are withheld and remitted to the appropriate taxing authority, such amounts will be treated for all purposes as having been paid to the Holder to whom such amounts otherwise would have been paid.

The Parent Guarantor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the issuance of any shares of Common Stock upon exchange of the Notes. Before you decide to submit any Notes for exchange, if at all, you should read the prospectus in that registration statement and other documents the Parent Guarantor has filed with the SEC for more complete information about the Parent Guarantor and the Common Stock. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Parent Guarantor will arrange to send you the prospectus if you request it by calling toll-free (432) 695-4222.

Sincerely,

PERMIAN RESOURCES OPERATING, LLC

* * *

 

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