Diversified Energy Co 8-K

What Happened

• Diversified Energy Company (through an indirect wholly owned subsidiary) disclosed that on July 2, 2026 DP Eagle LLC issued $895 million aggregate principal amount of asset-backed securities (the “ABS XIII Notes”) in a private offering. The issuance consisted of $580 million of 6.071% Class A-1 Notes due 2046, $235 million of 6.820% Class A-2 Notes due 2046, and $80 million of 10.330% Class B Notes due 2046.
• DP Eagle LLC is a special-purpose, bankruptcy-remote issuer owned roughly 60% by funds managed or advised by Carlyle Global Credit Investment Management and 40% by an indirect Diversified Energy subsidiary. The notes were issued under a Base Indenture and Series 2026-1 Supplement dated July 2, 2026, with UMB Bank, N.A. as indenture trustee and DP Eagle AssetCo I LLC and II LLC as guarantors. Net proceeds were used to fund a portion of the acquisition of the referenced assets.

Key Details

• Amounts and coupons: $580M @ 6.071% (Class A-1), $235M @ 6.820% (Class A-2), $80M @ 10.330% (Class B); aggregate $895M.
• Dates: Issued July 2, 2026; anticipated repayment date July 2031; legal final maturity July 2046. Principal and interest payable monthly.
• Security: Primarily secured by specific upstream producing assets in the Anadarko Basin in Oklahoma.
• Covenants and risks: Indenture requires a reserve account, permits optional/mandatory prepayments, includes customary recordkeeping and compliance covenants, and contains accelerated amortization triggers and events of default (e.g., failure to maintain debt service coverage/LTV ratios, production metrics, certain contract terminations, hedging non‑compliance, bankruptcy, non-payment). Coupon increases if not repaid or refinanced by the July 2031 anticipated repayment date.

Why It Matters

• For investors, this filing shows Diversified used securitized financing (via a Carlyle‑coowned SPE) to raise $895M to fund an acquisition of producing assets; those assets are now pledged as collateral for the ABS XIII Notes. The notes have a near‑term anticipated repayment target (July 2031) with a final legal maturity in 2046 and contain triggers that can accelerate amortization or increase interest costs if specified performance or financing conditions are not met.