Riverstone Affiliates Complete $13.46 Secondary Offering in Permian Resources (PR)
Rhea-AI Filing Summary
Amendment No. 18 to Schedule 13D discloses that certain Riverstone-related parties sold 40,332,991 shares of Permian Resources Corp Class A common stock in an underwritten offering at $13.46 per share, with the offering closing on September 16, 2025. The sale was made to Morgan Stanley, Citigroup and Goldman Sachs under a September 15, 2025 underwriting agreement that includes customary 45-day lock-up restrictions for the selling parties.
The filing reports that, as of September 16, 2025, Silver Run Sponsor (and related Riverstone entities and individuals) hold 1,263,978 shares, representing 0.2% of the 744,304,408 shares outstanding stated in the issuer prospectus. The reporting persons ceased to own more than 5% of the outstanding Class A common stock as of that date. The underwriting agreement is filed as Exhibit 15 and is incorporated by reference.
Positive
- Successfully completed a large underwritten offering of 40,332,991 shares at $13.46 per share, indicating execution capability with major underwriters
- Clear ownership disclosure reducing potential uncertainty by stating current holdings (1,263,978 shares; 0.2%) and referencing the underwriting agreement as Exhibit 15
Negative
- Significant reduction in Riverstone-affiliated ownership — reporting persons ceased to be beneficial owners of more than 5% as of September 16, 2025
- Potential near-term selling restriction — Riverstone Parties are subject to a 45-day lock-up limiting secondary sales, which may concentrate future selling pressure after expiration
Insights
TL;DR: Riverstone parties executed a large secondary sale, reducing collective ownership to 0.2% and ceasing to be >5% holders.
The sale of 40,332,991 shares at $13.46 each is a material disposition that increased public float and reduced Riverstone-affiliated ownership to 1,263,978 shares (0.2% of 744,304,408 outstanding). The filing notes standard lock-up restrictions under the underwriting agreement for 45 days after the final prospectus. The disclosure clarifies governance/beneficial ownership relationships and confirms no other transactions in the prior 60 days. This is primarily a liquidity/ownership change rather than an operational update for the issuer.
TL;DR: A coordinated secondary offering by Riverstone affiliates materially reduced their stake; underwriting terms include a short post-offering lock-up.
The coordinated sale through an underwritten offering executed with major banks is a typical market-based exit mechanism for private-equity-related holders. The agreement includes a 45-day restriction on further sales subject to specified exceptions. The filing attaches the underwriting agreement as Exhibit 15 by reference, which is the operative document for detailed transfer restrictions and allocations. No additional contracts or arrangements affecting voting or transfer were disclosed beyond the underwriting agreement.