SEC Comment Letter 0000000000-24-002572 to Diversified Energy Co (DEC)
Diversified Energy Co
Date: March 8, 2024 · CIK: 0001922446 · Accession: 0000000000-24-002572
AI Filing Summary & Sentiment
Reasoning
Referenced dates: March 6, 2024
Letter
United States securities and exchange commission logo March 8, 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 Response letter dated March 6, 2024 File No. 005-94334 Dear Bradley Gray: We have reviewed your filing and your response letter dated March 6, 2024 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.We note your response to prior comment 1 and reissue the comment in full. As discussed with counsel, due to the limitation on participation in the Tender Offer, the Tender Offer does not comply 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. Refer to footnote 35 of Exchange Act Release No. 23421 (July 11, 1986). 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.
FirstName LastNameBradley Gray Comapany NameDiversified Energy Company plc March 8, 2024 Page 2 FirstName LastName Bradley Gray Diversified Energy Company plc March 8, 2024 Page 2 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.
Show Raw Text
United States securities and exchange commission logo
March 8, 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
Response letter dated March 6, 2024
File No. 005-94334
Dear Bradley Gray:
We have reviewed your filing and your response letter dated March 6, 2024 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.We note your response to prior comment 1 and reissue the comment in full. As discussed
with counsel, due to the limitation on participation in the Tender Offer, the Tender Offer
does not comply 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.
Refer to footnote 35 of Exchange Act Release No. 23421 (July 11, 1986).
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.
FirstName LastNameBradley Gray
Comapany NameDiversified Energy Company plc
March 8, 2024 Page 2
FirstName LastName
Bradley Gray
Diversified Energy Company plc
March 8, 2024
Page 2
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.