Diversified Energy Company closes Summit Natural Resources acquisition

Diversified Energy Company PLC (LON:DEC; NYSE:DEC) has announced the close of its previously announced acquisition of operated natural gas properties and related midstream pipeline infrastructure located within Virginia, West Virginia, and Alabama from Summit Natural Resources.

Bolt-on Acquisition Increases Coal Mine Methane Environmental Credit Cash Flow, Expands Midstream Infrastructure, and Enhances Southern Appalachia Prices

Strategic Refinance Incorporates 40% Improvement in Cash Flow from New Hedges and an Innovative Master Trust Structure

Solidifies Diversified as the Leading Issuer of Oil & Gas Securitizations

Additionally, the Company closed on an asset backed securitization (“ABS”) refinancing, creating the ABS X note. Diversified will use the proceeds from the ABS transaction to consolidate and repay the outstanding principal of the previously issued ABS I, ABS II and Term Loan I, utilizing those assets plus additional Summit Natural Resources assets as collateral in the new structure. The ABS transaction will also benefit from an improved hedging profile, creating enhanced margins and cash flows. Additional proceeds from this refinancing will be used to reduce outstanding borrowings and for general corporate purposes.

Acquisition Highlights

•     Acquisition net purchase price of ~$42 million

•     Current net production of ~12 MMcfepd (2 Mboepd)^(a)

•     PDP Reserves of 65 Bcfe (11 MMBoe) with PV-10 of ~$55 million^(b)

◦     Purchase price equivalent of ~PV-16^(b)

•     Estimated 2025 Adjusted EBITDA of ~$12 million^(b)(c)

•     Existing Coal Mine Methane volumes with opportunities to extend future production and additional environmental credits

•     Appalachian assets overlap existing operations providing synergies for increased cash margins

•     Strategic midstream pipeline assets facilitate capability to enhance commodity realizations

•     Recent improvements to commodity prices have further-enhanced the transaction economics

ABS Issuance Highlights

•     $530 million ABS X note structured as a master trust

•     Strategic hedges expected to add ~40% ($38 million) to EBITDA^(c) of refinanced assets

•     Significantly oversubscribed (6.5x) with orders from 20 unique investors, reflecting the cash flow quality of our assets and Diversified’s reputation as a responsible issuer

•     Investment grade rated notes with blended fixed coupon of approximately 6.4% in A tranche

•     Improved amortization expected to generate increased cash flows

Sustainability-Linked

Sustainable Fitch has again-provided a Second Party Opinion that the instrument’s Key Performance Indicators align with the International Capital Markets Association (ICMA) framework for sustainability-linked bond principles, highlighting Diversified’s commitment to aligning its financing with the Company’s overall sustainability strategy.

*ratings established by Fitch Ratings,Inc.

Commenting on the Acquisition and ABS transaction, Diversified Energy Company CEO Rusty Hutson, Jr. said:

“We are excited to announce the completion of another acquisition of high-quality, bolt-on assets that are uniquely positioned to benefit from the operational expertise of our field teams, capture higher prices with exposure to premium Transco Zone 5 pricing, and are poised to provide additional revenues from the sale of incremental environmental credits with our growth in the production of coal mine methane. We continue to believe there is a sizeable backlog of organic Coal Mine Methane cash flow growth within our current Appalachian portfolio, and this acquisition highlights our ability to leverage existing capabilities, assets, and intellectual capital to grow this segment of our revenue stream.

Brad Gray, CFO further commented:

Supported by a growing base of loyal credit investors, we are now a seasoned programmatic issuer, and this ABS transaction achieved record demand with a significant amount of interest from a large group of new participants.  This strategic refinance improves asset level cash flow with higher hedge prices and a  more refined amortization schedule. Our increasing operational scale, track record of stable asset performance, and strength of our business enable us to attract reliable sources of capital and achieve a lower overall cost of capital. This outcome is a testament to how the financial markets value Diversified’s reliable production and consistent cash flows.”

On the Securitization: Barclays Capital, Inc. acted as Sole Structuring Advisor and Placement Agent, Mizuho Securities USA LLC, KeyBanc Capital Markets Inc., and Legado Capital Advisors, LLC acted as Co-Placement Agents.

Detring Energy Advisors acted as the sell side advisor to Summit Natural Resources.

Footnotes:

For Company-specific items, refer also to the Glossary of Terms and/or Alternative Performance Measures found in the Company’s  2024 Interim Report dated June 30, 2024 and Form 20-F for the year ended December 31, 2023 filed with the United States Securities and Exchange Commission.