STOCK TITAN
  1. Home
  2. Sec-filings
  3. DEC
  4. [8-K] Diversified Energy Co Reports Material Event

Diversified Energy (NYSE: DEC) prices $850M ABS XII notes to refinance debt

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Diversified Energy Company reported that its indirect subsidiary DP Red River LLC issued $850 million of fixed-rate asset-backed securities in a private transaction. The deal includes $590 million of 6.016% Class A-1 Notes due 2046 and $260 million of 6.910% Class A-2 Notes due 2046, collectively called the ABS XII Notes.

Net proceeds were used to fully redeem existing ABS Maverick Notes and ABS VI Notes, pay related premiums, fees, interest and fund a liquidity reserve, with the remainder for general corporate purposes. The ABS XII Notes have an expected repayment date in May 2031 and a legal final maturity in May 2046, with monthly principal and interest payments.

The notes are secured by upstream producing assets in the Western Anadarko Basin and are governed by covenants covering reserve accounts, prepayment provisions, hedging requirements, and reporting. They feature accelerated amortization triggers tied to coverage, leverage, production metrics and other events of default, plus a coupon step-up if not repaid or refinanced by the anticipated repayment date.

Positive

  • None.

Negative

  • None.

Insights

Diversified Energy refinances ABS debt with a new $850M secured issuance.

The company’s DP Red River LLC vehicle issued $850 million of ABS XII Notes split between 6.016% Class A-1 and 6.910% Class A-2 tranches, expected to be repaid by May 2031 and legally maturing in May 2046.

Proceeds redeemed the earlier ABS Maverick and ABS VI Notes and funded fees, interest and a liquidity reserve, with some funds for general corporate purposes. The notes remain secured by Western Anadarko Basin producing assets that previously collateralized the redeemed notes.

The structure includes covenants on reserve accounts, production metrics, hedging requirements and leverage and coverage ratios, plus accelerated amortization and coupon step-up features if conditions are breached or the ABS XII Notes are not repaid by the anticipated repayment date. Overall impact appears neutral, with risk shaped by future asset performance and covenant compliance.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ABS XII total issuance $850 million Aggregate principal amount of fixed-rate asset-backed securities
Class A-1 Notes $590 million at 6.016% ABS XII Class A-1 Notes due 2046
Class A-2 Notes $260 million at 6.910% ABS XII Class A-2 Notes due 2046
Expected repayment date May 2031 Anticipated Repayment Date for ABS XII Notes
Legal final maturity May 2046 Legal final maturity of ABS XII Notes
Existing notes redeemed Series 2023-1 A-1, A-2, B and 7.50% Class A ABS Maverick Notes and ABS VI Notes fully redeemed
asset-backed securities financial
"issued in a private offering ... aggregate principal amount of fixed-rate asset-backed securities"
A type of investment created by pooling many similar cash‑flowing assets — like mortgages, car loans, or credit card receivables — and selling slices of that bundle to investors who then receive the payments those assets generate. Think of it as a fruit basket where buyers earn the fruit sales: investors get steady income but also take on the risk that the underlying loans stop performing or are paid off early. Investors care because these securities can provide predictable yield, portfolio diversification, and varying levels of credit and liquidity risk depending on the quality of the underlying assets.
Base Indenture financial
"The ABS XII Notes were issued under a Base Indenture (the “Base Indenture”)"
bankruptcy-remote financial
"a limited-purpose, bankruptcy-remote, wholly-owned indirect subsidiary of Diversified Energy Company"
A bankruptcy-remote structure is a legal arrangement that separates specific assets or a subsidiary from the financial troubles of its parent or sponsor, like building a fireproof wall around those assets so problems on one side don’t spread to the other. For investors, it matters because it reduces the chance that the asset pool or debt they own will be claimed by a bankrupt parent, improving predictability of cash flows and recovery prospects if something goes wrong.
Anticipated Repayment Date financial
"have an expected repayment date in May 2031 (the “Anticipated Repayment Date”)"
The anticipated repayment date is the future day when a borrower expects to pay back a loan, bond, or other obligation. Investors care because that date signals when they should receive principal and helps assess cash flow timing, credit risk and liquidity needs—like knowing when a friend plans to return borrowed money so you can decide whether to spend it or keep a cushion.
accelerated amortization events financial
"subject to customary accelerated amortization events as outlined in the Indenture"
change in control event financial
"failure of the ABS XII Notes to be redeemed upon a change in control event"
Understanding 8-K Material Events →
FALSE000192244600019224462026-05-132026-05-13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2026

Diversified Energy Company
(Exact name of registrant as specified in its charter)
Delaware
001-41870
41-2283606
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1600 Corporate Drive Birmingham, Alabama
35242
(Address of Principal Executive Office)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (205) 408-0909
(Former Name or Former Address, if Changed Since Last Report): Not Applicable

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
Common Stock, par value $0.01 per share
DEC
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 1.01
Entry into a Material Definitive Agreement
On May 13, 2026, DP Red River LLC (the “Issuer”), a limited-purpose, bankruptcy-remote, wholly-owned indirect subsidiary of Diversified Energy Company (the “Company”), issued in a private offering (the “Offering”) $850 million in aggregate principal amount of fixed-rate asset-backed securities, consisting of $590 million principal amount of 6.016% Class A-1 Notes due 2046 and $260 million in principal amount of 6.910% Class A-2 Notes due 2046 (collectively, the “ABS XII Notes”) pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”).

The ABS XII Notes were issued under a Base Indenture (the “Base Indenture”) and related Series 2026-1 Supplement (the “Supplement” and together with the Base Indenture, the “Indenture”) each dated May 13, 2026, by and between the Issuer, the guarantors named therein (the “Guarantors”), and UMB Bank, N.A., as Indenture Trustee (the “Trustee”) and are guaranteed by the Guarantors, which are also limited-purpose, bankruptcy-remote, wholly-owned indirect subsidiaries of the Company.

The net proceeds from the Offering were used (i) to redeem in full the outstanding (A) Series 2023-1, Class A-1 8.121% Notes, (B) Series 2023-1, Class A-2 8.946% Notes and (C) Series 2023-1, Class B 12.436% Notes, each due 2038 (the “ABS Maverick Notes”) and 7.50% Class A Notes due 2039 (the “ABS VI Notes” and together with the ABS Maverick Notes, the “Existing Notes”), (ii) pay any related premiums, fees and expenses, including accrued and unpaid interest on the Existing Notes and the initial deposit of the liquidity reserve amount for the ABS XII Notes, and (iii) for general corporate purposes.

The ABS XII Notes have an expected repayment date in May 2031 (the “Anticipated Repayment Date”) and a legal final maturity in May 2046, with both principal and interest payable monthly.

The ABS XII Notes are primarily secured by specific upstream producing assets in the Western Anadarko Basin in Texas and Oklahoma that previously served as collateral for the Existing Notes.

The ABS XII Notes, via the Indenture and related documentation, are governed by a series of covenants and restrictions typical for such transactions, including (i) the requirement for the Issuer to maintain a specified reserve account to ensure the payment of interest, (ii) provisions for optional and mandatory prepayments and specified make-whole payments under certain conditions, (iii) covenants related to recordkeeping, access to information and similar matters, and (iv) compliance with all applicable laws and regulations.

The ABS XII Notes are also subject to customary accelerated amortization events as outlined in the Indenture, which events include failure to maintain specified debt service coverage and loan to value ratios, failure to meet certain production metrics, certain management services agreement termination events, non-compliance with hedging requirements, the failure to repay or refinance the ABS XII Notes by the Anticipated Repayment Date and other events of default. The ABS XII notes are also subject to a customary increase in coupon if not repaid or refinanced by the Anticipated Repayment Date.

Additionally, the ABS XII Notes are subject to customary events of default, which include non-payment of required interest, principal, or other amounts due, failure to comply with covenants within specified time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, and failure of the ABS XII Notes to be redeemed upon a change in control event.

The foregoing summaries do not purport to be complete and are subject to, and qualified in their entirety by reference to, the complete copies of the Indenture and the Supplement, which have been filed as Exhibits 4.1 and 4.2, respectively, hereto and are hereby incorporated herein by reference.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01
Financial Statements and Exhibits


(d)    Exhibits

Exhibit No.
Description
4.1#
Base Indenture dated May 13, 2026 by and among DP Red River LLC, as Issuer, Diversified ABS VI Upstream LLC, Oaktree ABS VI Upstream LLC, MNR ABS Issuer I, LLC, and MNR ABS Agent Corp, as Guarantors, and UMB Bank, N.A., as Indenture Trustee and Securities Intermediary
4.2#
Series 2026-1 Supplement dated May 13, 2026 by and among DP Red River LLC, as Issuer, Diversified ABS VI Upstream LLC, Oaktree ABS VI Upstream LLC, MNR ABS Issuer I, LLC, and MNR ABS Agent Corp, as Guarantors, and UMB Bank, N.A., as Indenture Trustee
104
Cover Page Interactive Data File (embedded within Inline XBRL document)
                        
#     Certain schedules and attachments have been omitted. The registrant hereby undertakes to provide further information regarding such omitted materials to the Securities and Exchange Commission upon request.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Diversified Energy Company
May 19, 2026
By:
/s/ Benjamin M. Sullivan
Date
Benjamin M. Sullivan
Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Diversified Energy Company (DEC) announce in this 8-K?

Diversified Energy disclosed a new $850 million asset-backed securities issuance. Its subsidiary DP Red River LLC issued fixed-rate ABS XII Notes and used the proceeds to redeem existing ABS debt, cover related premiums, fees and interest, fund a liquidity reserve, and support general corporate purposes.

How large is Diversified Energy’s new ABS XII Notes issuance?

The ABS XII Notes total $850 million in aggregate principal amount. This includes $590 million of 6.016% Class A-1 Notes due 2046 and $260 million of 6.910% Class A-2 Notes due 2046, all issued in a private offering under Section 4(a)(2) of the Securities Act.

What existing debt did Diversified Energy refinance with the ABS XII Notes?

Proceeds were used to redeem several existing ABS note series in full. These include the Series 2023-1 Class A-1, Class A-2 and Class B Notes, collectively called the ABS Maverick Notes, and the 7.50% Class A Notes due 2039 known as the ABS VI Notes.

What are the key maturity terms of Diversified Energy’s ABS XII Notes?

The ABS XII Notes have an expected repayment date in May 2031. Their legal final maturity is in May 2046, with principal and interest paid monthly, and a coupon increase if they are not repaid or refinanced by the anticipated repayment date.

What collateral backs the ABS XII Notes issued by Diversified Energy?

The ABS XII Notes are primarily secured by specific upstream producing assets. These oil and gas assets are located in the Western Anadarko Basin in Texas and Oklahoma and previously served as collateral for the ABS Maverick Notes and ABS VI Notes that were redeemed.

What covenants and triggers apply to Diversified Energy’s ABS XII Notes?

The ABS XII Notes are governed by covenants typical for similar ABS transactions. These include maintaining a reserve account, hedging requirements, production and coverage tests, loan-to-value constraints, accelerated amortization triggers, and customary events of default such as non-payment and covenant breaches.

Filing Exhibits & Attachments

5 documents

Other Documents