Key Takeaways
- • Permian Resources (NYSE: PR) amended and extended its registration rights agreement with its private equity stockholders, EnCap Investments, Pearl Energy Investments and Riverstone Investment Group, to govern future monetizations of common stock.
- • Since formation, the company and its private equity stockholders have monetized approximately 200 million shares, cutting combined sponsor ownership from over 50% in 2022 to roughly 16%.
- • Pearl-affiliated funds will convert and distribute approximately 23 million Class A shares to equity holders, including limited partners, in a transaction the company calls the Member Distribution.
- • After the distribution, no sponsor owns more than 7%, and Pearl is the only private equity stockholder retaining a Board seat.
- • Management owns approximately 7% of total shares, including unvested shares, and the Co-CEO's compensation is 100% long-term equity.
Summary
The company said the Private Equity Stockholders and Permian Resources have monetized approximately 200 million shares since the company's formation. Combined sponsor ownership has fallen from over 50% in 2022 to approximately 16% currently, and the company states this was accomplished while delivering leading total shareholder return relative to its peers. Co-CEO James Walter said the effort over the last two years had allowed the company to pursue peer-leading shareholder returns while reducing sponsor ownership in an orderly and organized manner.
In connection with the amended and restated agreement, certain Pearl Energy Investments-affiliated funds will convert and distribute approximately 23 million shares of Class A common stock to certain equity holders, including limited partners. The company described these recipients as primarily large, accredited institutional investors who have been invested in Permian Resources and its predecessors since 2015 and whom it expects to remain long-term holders. No other Private Equity Stockholder elected to distribute shares at this time.
Following the Member Distribution, the Private Equity Stockholders will collectively own approximately 16% of total shares outstanding, with no single party above 7%. Only Pearl retains a Board seat. The company reports management owns approximately 7% of total shares, a figure that includes unvested shares, and that the Co-CEO's compensation is entirely long-term equity.
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