Issue of Debt

Rhea-AI Summary

Diversified Energy Company (NYSE: DEC) has mandated DNB Carnegie as Manager and Bookrunner to arrange fixed income investor meetings beginning 23 January 2026. The company is considering a tap issue of at least USD 100 million on its outstanding senior secured bonds due April 2029 (ISIN NO0013513606), subject to market conditions. Net proceeds, if the contemplated bond tap issue is completed, are intended for general corporate purposes. Any offering in the United States would be made only to qualified institutional buyers under Rule 144A and would not be registered under the U.S. Securities Act. The announcement is restricted from distribution in jurisdictions where unlawful.

Positive

• Mandated DNB Carnegie as Manager and Bookrunner
• Contemplated tap issue targets a minimum USD 100 million
• Proceeds intended for general corporate purposes

Negative

• Contemplated bond tap is subject to market conditions
• Offering in the U.S. limited to Rule 144A qualified institutional buyers
• Notes the bond tap will not be registered under the U.S. Securities Act

News Market Reaction – DEC

-0.77%

1 alert

-0.77% News Effect

On the day this news was published, DEC declined 0.77%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Minimum tap issue size: USD 100 million Bond maturity: April 2029 Rule reference: Rule 144A +3 more

6 metrics

Minimum tap issue size USD 100 million Tap of outstanding senior secured bonds due April 2029

Bond maturity April 2029 Senior secured bonds of Diversified Gas & Oil Corporation

Rule reference Rule 144A U.S. Securities Act offering exemption for qualified institutional buyers

Securities Act year 1933 U.S. Securities Act of 1933 cited for registration rules

Investor meetings start 23 January 2026 Commencement of fixed income investor meetings

ISIN NO0013513606 Existing senior secured bonds being tapped

Market Reality Check

Price: $14.61 Vol: Volume 448,760 vs 20-day ...

normal vol

$14.61 Last Close

Volume Volume 448,760 vs 20-day avg 564,773 (relative 0.79) suggests no unusual trading ahead of this debt update. normal

Technical Shares at $12.95 trade below the $14.10 200-day MA and about 24.9% under the 52-week high.

Peers on Argus

DEC slipped -0.92% while peers were mixed: CRGY -0.23%, NFG -1.86%, TGS +0.36%, ...

DEC slipped -0.92% while peers were mixed: CRGY -0.23%, NFG -1.86%, TGS +0.36%, SLNG +4.02%, CVE +0.27%, pointing to stock-specific factors rather than a broad sector move.

Historical Context

5 past events · Latest: Jan 12 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 12	Share buyback update	Positive	-3.9%	Announcement of 143,851-share repurchase and cancellation under buyback program.
Jan 09	Share buyback update	Positive	-6.0%	Disclosure of 144,395-share buyback with shares to be cancelled.
Jan 08	Share buyback update	Positive	+5.0%	Repurchase of 162,102 shares with cancellation reducing shares outstanding.
Jan 07	Share buyback update	Positive	-2.5%	Notification of 162,102-share buyback tied to March 2025 programme.
Jan 06	Share buyback update	Positive	-3.0%	Report of 145,914-share repurchase and resulting share count change.

Pattern Detected

Recent buyback announcements were generally positive in nature but often saw negative next-day moves, indicating a pattern of weak price follow-through on shareholder-friendly news.

Recent Company History

Over the past weeks, Diversified Energy reported multiple share repurchases, cancelling shares and reducing the count to below 79M. Despite these buybacks, four of the last five announcements saw next-day declines between about -2.5% and -6%, with only one positive reaction of roughly +5%. Against this backdrop, the contemplated bond tap for at least $100M comes after a period where capital returns via buybacks did not consistently support the share price.

Market Pulse Summary

This announcement outlines a contemplated tap of at least USD 100 million in existing senior secured...

Analysis

This announcement outlines a contemplated tap of at least USD 100 million in existing senior secured bonds due April 2029, with proceeds for general corporate purposes and placement under Rule 144A. It follows a series of recent buyback disclosures and notable insider share sales. Investors may focus on how added debt interacts with prior capital returns, balance-sheet strength, and future cash generation when evaluating this development.

Key Terms

senior secured bonds, isin, rule 144a, u.s. securities act, +3 more

7 terms

senior secured bonds financial

"a tap issue of minimum USD 100 million of the outstanding senior secured bonds"

Senior secured bonds are loans a company sells to investors that are backed by specific assets and paid back before other creditors if the company fails. Think of them like a mortgage on a house: holders have a legal claim on the pledged assets, which usually makes these bonds safer and offer lower interest than unsecured or junior debt—important to investors because recovery prospects and yields depend on that priority and collateral.

isin technical

"due April 2029 (ISIN NO0013513606) (the "Contemplated Bond Tap Issue")"

A 12-character International Securities Identification Number (ISIN) is a unique code that acts like a passport for a specific stock, bond or other tradable security so it can be identified worldwide. Investors and systems use it to ensure they are buying, selling and tracking the exact same instrument across exchanges and data feeds, which prevents costly mix-ups and makes portfolio reporting, settlement and regulatory checks simpler and more reliable.

rule 144a regulatory

"buyers in reliance on Rule 144A under the Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

u.s. securities act regulatory

"under the Securities Act of 1933, as amended (the “U.S. Securities Act”)"

A U.S. securities act is a federal law that requires companies to disclose clear, detailed information before offering stocks or bonds to the public and prohibits false or misleading statements. Think of it as a product label and consumer-protection rule for investments: it helps investors know what they’re buying and provides legal remedies if information is withheld or deceptive, which can affect confidence, pricing and the ability of companies to raise money.

inside information regulatory

"This information is considered to be inside information pursuant to the EU Market Abuse Regulation"

Information not available to the public that, if known, would likely cause a company’s stock or bonds to rise or fall—for example, undisclosed earnings, deals, product results, or management plans. It matters because trading on that information gives an unfair advantage, can distort market prices, and is typically illegal or subject to strict rules, so investors watch for proper disclosure and compliance to protect fair, transparent markets.

eu market abuse regulation regulatory

"inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure"

A set of EU-wide rules that prevent cheating in financial markets by banning insider trading, market manipulation, and misleading disclosure; it also requires timely public release of key company information so everyone can play on a level field. For investors, it reduces the risk that prices are driven by secret deals or false signals, making markets fairer and more reliable for deciding when to buy or sell — like referees enforcing fair play in a game.

norwegian securities trading act regulatory

"disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act."

The Norwegian Securities Trading Act is the national law that sets the rules for buying, selling and offering financial instruments in Norway, including requirements for fair disclosure, market conduct and investor protection. For investors it matters because it helps ensure companies and intermediaries provide accurate information and prevents abusive trading, much like traffic laws make driving safer and predictable so people can trust the market and make informed decisions.

AI-generated analysis. Not financial advice.

Announcement of Fixed Income Investor Meetings

Diversified Energy Company (NYSE: DEC , LSE: DEC) (“Diversified” or the “Company”) has mandated DNB Carnegie, a part of DNB Bank ASA, as Manager and Bookrunner to arrange fixed income investor meetings commencing today, 23 January 2026. A tap issue of minimum USD 100 million of the outstanding senior secured bonds issued by the Company’s subsidiary Diversified Gas & Oil Corporation due April 2029 (ISIN NO0013513606) (the "Contemplated Bond Tap Issue") may follow, subject to inter alia market conditions.

The Company intends to use the net proceeds from the Contemplated Bond Tap Issue, if issued, for general corporate purposes.

The Contemplated Bond Tap Issue, if issued, will be offered in the United States or its territories only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “U.S. Securities Act”). The Contemplated Bond Tap Issue, if issued, will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This announcement is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law.

For further information, please contact:

Diversified Energy Company
Doug Kris
Senior Vice President, Investor Relations & Corporate Communications
+1 973 856 2757
dkris@dgoc.com
www.div.energy

FTI Consulting
U.S. & UK Financial Public Relations
dec@fticonsulting.com

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Douglas Kris, SVP, Investor Relations and Corporate Communications of Diversified on the date and time provided.

About Diversified
Diversified is a leading publicly traded energy company focused on acquiring, operating, and optimizing cash-generating energy assets. Through our unique differentiated strategy, we acquire existing, long-life assets and invest in them to improve environmental and operational performance until retiring those assets in a safe and environmentally secure manner. Recognized by ratings agencies and organizations for our sustainability leadership, this solutions-oriented, stewardship approach makes Diversified the Right Company at the Right Time to responsibly produce energy, deliver reliable free cash flow, and generate shareholder value.

Forward-Looking Statements 

Statements contained in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “likely,” “plan,” “project,” “could,” “may,” “might,” “should,” “will” and similar words and specifically include statements regarding the Contemplated Bond Tap Issue and the use of proceeds therefrom. The forward-looking statements contained in this press release are subject to numerous risks, uncertainties and assumptions that may cause actual results to vary materially from those indicated. For additional information regarding known material risks, you should also carefully read and consider the Company’s Report on Form 20-F for the year ended December 31, 2024 and subsequent filings on the Securities and Exchange Commission’s website at www.sec.gov. Each forward-looking statement speaks only as of the date of the particular statement, and the Company undertakes no obligation to update or revise any forward-looking statements, except as required by law.

FAQ

What did Diversified Energy (NYSE: DEC) announce on 23 January 2026 about debt issuance?

Diversified mandated DNB Carnegie to arrange investor meetings and is considering a minimum USD 100 million tap on its senior secured bonds due April 2029, subject to market conditions.

Who can buy the contemplated DEC bond tap in the United States?

If issued in the U.S., the bonds would be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A.

What will Diversified (DEC) use proceeds from the contemplated bond tap for?

The company intends to use net proceeds from the contemplated bond tap, if issued, for general corporate purposes.

What is the size and maturity of the bonds involved in the DEC tap issue?

The contemplated tap targets at least USD 100 million of the company's subsidiary's senior secured bonds due April 2029 (ISIN NO0013513606).

Is the contemplated DEC bond tap registered under U.S. securities laws?

No; the contemplated bond tap, if issued, will not be registered under the U.S. Securities Act or state securities laws and relies on exemptions for QIBs.