SEC Comment Letter 0000000000-24-002346 to Diversified Energy Co (DEC)
Diversified Energy Co
Date: March 1, 2024 · CIK: 0001922446 · Accession: 0000000000-24-002346
AI Filing Summary & Sentiment
Reasoning
Letter
United States securities and exchange commission logo March 1, 2024 Bradley Gray Chief Financial Officer Diversified Energy Company plc 1600 Corporate Drive Birmingham, Alabama 35242 Re:Diversified Energy Company plc Schedule TO-I filed February 26, 2024 File No. 005-94334 Dear Bradley Gray: We have reviewed your filing and have the following comment. Please respond to this comment by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Schedule TO-I filed February 26, 2024 General 1.As discussed with counsel, we note that shareholders may only participate in this Tender Offer if they waive their right to receive the Q323 Dividend, and may only participate for an aggregate amount equal to their Entitlement (to such dividend). Therefore, it appears (and counsel confirmed) that shareholders who are not record holders entitled to receive the Q323 Dividend cannot participate in the Tender Offer, and tenders by shareholders who acquire their Shares after the record date for the Q323 Dividend will be rejected. Such a limitation on participation in the Tender Offer is inconsistent with the all- holders requirement of Rule 13e-4(f)(8)(i), which requires that the Tender Offer be open to all target security holders, rather than just record holders. Please advise. Given the fundamental nature of this comment, we reserve further comments on the tender offer materials, pending resolution of this matter.
FirstName LastNameBradley Gray Comapany NameDiversified Energy Company plc March 1, 2024 Page 2 FirstName LastName Bradley Gray Diversified Energy Company plc March 1, 2024 Page 2 We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Blake Grady at 202-551-8573 or Christina Chalk at 202- 551-3263. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions cc: David Miller, Esq.
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United States securities and exchange commission logo
March 1, 2024
Bradley Gray
Chief Financial Officer
Diversified Energy Company plc
1600 Corporate Drive
Birmingham, Alabama 35242
Re:Diversified Energy Company plc
Schedule TO-I filed February 26, 2024
File No. 005-94334
Dear Bradley Gray:
We have reviewed your filing and have the following comment.
Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Schedule TO-I filed February 26, 2024
General
1.As discussed with counsel, we note that shareholders may only participate in this Tender
Offer if they waive their right to receive the Q323 Dividend, and may only participate for
an aggregate amount equal to their Entitlement (to such dividend). Therefore, it appears
(and counsel confirmed) that shareholders who are not record holders entitled to receive
the Q323 Dividend cannot participate in the Tender Offer, and tenders by shareholders
who acquire their Shares after the record date for the Q323 Dividend will be
rejected. Such a limitation on participation in the Tender Offer is inconsistent with the all-
holders requirement of Rule 13e-4(f)(8)(i), which requires that the Tender Offer be open
to all target security holders, rather than just record holders. Please advise. Given the
fundamental nature of this comment, we reserve further comments on the tender offer
materials, pending resolution of this matter.
FirstName LastNameBradley Gray
Comapany NameDiversified Energy Company plc
March 1, 2024 Page 2
FirstName LastName
Bradley Gray
Diversified Energy Company plc
March 1, 2024
Page 2
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Blake Grady at 202-551-8573 or Christina Chalk at 202-
551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc: David Miller, Esq.