Amendment: SEC Form SCHEDULE 13D/A filed by Diversified Energy Company plc
$DEC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Diversified Energy Co PLC (Name of Issuer) |
Ordinary shares, par value GBP0.20 per share (Title of Class of Securities) |
G2891G204 (CUSIP Number) |
EIG Asset Management, LLC Krisy Lee, Chief Compliance Officer, 600 New Hampshire Ave NW, Suite 1200 Washington, DC, 20037 202-600-3300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | G2891G204 |
| 1 |
Name of reporting person
EIG Redwood Co-Investment, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
418,555.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.54 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class is calculated based on 77,935,467 ordinary shares outstanding, as reported by the Issuer in its prospectus supplement, filed with the Securities and Exchange Commission (the "SEC") on September 18, 2025.
SCHEDULE 13D
|
| CUSIP No. | G2891G204 |
| 1 |
Name of reporting person
EIG Energy XV Blocker Agent (Redwood), Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
363,138.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.47 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The percent of class is calculated based on 77,935,467 ordinary shares outstanding, as reported by the Issuer in its prospectus supplement, filed with the SEC on September 18, 2025.
SCHEDULE 13D
|
| CUSIP No. | G2891G204 |
| 1 |
Name of reporting person
EIG Holdings Carry Splitter (Redwood), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,296,270.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.66 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class is calculated based on 77,935,467 ordinary shares outstanding, as reported by the Issuer in its prospectus supplement, filed with the SEC on September 18, 2025.
SCHEDULE 13D
|
| CUSIP No. | G2891G204 |
| 1 |
Name of reporting person
EIG Energy Fund XV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
950,315.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.22 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class is calculated based on 77,935,467 ordinary shares outstanding, as reported by the Issuer in its prospectus supplement, filed with the SEC on September 18, 2025.
SCHEDULE 13D
|
| CUSIP No. | G2891G204 |
| 1 |
Name of reporting person
EIG Energy Fund XV-A, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
648,623.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.83 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class is calculated based on 77,935,467 ordinary shares outstanding, as reported by the Issuer in its prospectus supplement, filed with the SEC on September 18, 2025.
SCHEDULE 13D
|
| CUSIP No. | G2891G204 |
| 1 |
Name of reporting person
EIG Energy Fund XVI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,497,646.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.49 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class is calculated based on 77,935,467 ordinary shares outstanding, as reported by the Issuer in its prospectus supplement, filed with the SEC on September 18, 2025.
SCHEDULE 13D
|
| CUSIP No. | G2891G204 |
| 1 |
Name of reporting person
EIG Energy Fund XVI-E, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
56,250.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.07 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class is calculated based on 77,935,467 ordinary shares outstanding, as reported by the Issuer in its prospectus supplement, filed with the SEC on September 18, 2025.
SCHEDULE 13D
|
| CUSIP No. | G2891G204 |
| 1 |
Name of reporting person
EIG Energy Fund XVI Holdings Splitter (FourPoint), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,598,415.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.05 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class is calculated based on 77,935,467 ordinary shares outstanding, as reported by the Issuer in its prospectus supplement, filed with the SEC on September 18, 2025.
SCHEDULE 13D
|
| CUSIP No. | G2891G204 |
| 1 |
Name of reporting person
EIG Energy Fund XV Blocker Series C (FourPoint) LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
772,373.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percent of class is calculated based on 77,935,467 ordinary shares outstanding, as reported by the Issuer in its prospectus supplement, filed with the SEC on September 18, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, par value GBP0.20 per share | |
| (b) | Name of Issuer:
Diversified Energy Co PLC | |
| (c) | Address of Issuer's Principal Executive Offices:
1600 Corporate Drive, Birmingham,
ALABAMA
, 35242. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment") amends and supplements the statement on Schedule 13D originally filed with the SEC by the Reporting Persons on May 29, 2025 (the "Schedule 13D"). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
Underwriting Agreement
On September 16, 2025, in connection with a registered secondary public offering of Ordinary Shares (the "Secondary Offering"), the Issuer, the Reporting Persons, an entity managed by FS/EIG Advisor, LLC and certain entities managed by FS/KKR Advisor, LLC (together with the Reporting Persons, the "Selling Stockholders") and the underwriters named therein (the "Underwriters") entered into an underwriting agreement (the "Underwriting Agreement") pursuant to which the Selling Stockholders agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholders, subject to and upon the terms and conditions set forth therein, 5,713,353 Ordinary Shares at a price to the public of $13.75 per share, with net proceeds to the Selling Stockholders of $13.20 per share. The Selling Stockholders also granted the Underwriters a 30-day option (the "Over-allotment Option") to purchase up to 857,002 Ordinary Shares at a price to the public of $13.75 per share, with net proceeds to the Selling Stockholders of $13.20 per share. The Underwriters exercised their Over-allotment Option on September 17, 2025, and the Selling Stockholders completed the Secondary Offering on September 18, 2025.
Lock-up Agreement
In connection with the Secondary Offering, each of the Selling Stockholders, amongst others, has entered into a lock-up agreement (the "Lock-up Agreement") pursuant to which each has agreed with the Underwriters, subject to specified exceptions, not to, and not to cause any of their respective affiliates to, offer, sell, contract to sell, pledge or sell or otherwise transfer any shares of Ordinary Shares or securities convertible into or exchangeable for shares of Ordinary Shares, for a period of 60 days after September 16, 2025, except with the prior written consent of the Underwriters.
References to and descriptions of the Underwriting Agreement and Lock-up Agreements set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, each of which has been filed as an exhibit hereto and incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in lines 11 and 13 of each of the cover pages hereto is incorporated by reference into this Item 5. | |
| (b) | The information (i) set forth or incorporated by reference in Item 4 of this Amendment and (ii) set forth on lines 7 through 10 of each of the cover pages hereto is incorporated by reference into this Item 5. | |
| (c) | In connection with the Secondary Offering by the Issuer on September 18, 2025, the Reporting Persons sold 6,570,355 Ordinary Shares (the "Offering"). The Reporting Persons have not otherwise effected any transactions in Ordinary Shares within the prior 60 days. | |
| (d) | Except as otherwise described in this Amendment, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Amendment. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth or incorporated by reference in Item 4 of this Amendment is incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition at the end thereof:
5. Underwriting Agreement, dated September 16, 2025, by and among Diversified Energy Company PLC, Diversified Gas & Oil Corporation, certain affiliates of EIG Global Energy Partners, an entity managed by FS/EIG Advisor, LLC and certain entities managed by FS/KKR Advisor, LLC listed on Schedule I thereto, and Mizuho Securities USA LLC and Raymond James & Associates, Inc., as representatives of the several underwriters named in Schedule II thereto (incorporated by reference to Exhibit 1.1 to the Issuer's Current Report on Form 6-K filed with the SEC on September 17, 2025).
6. Form of Lock-Up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuer's Current Report on Form 6-K filed with the SEC on September 17, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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