Diversified Energy Co. (DEC) filed a Form 8K - Entry Into a Definitive Agreement - with the U.S Securities and Exchange Commission on July 06, 2026.

On July 2, 2026, DP Eagle LLC (the "Issuer"), a limited-purpose, bankruptcy-remote, special purpose vehicle owned, indirectly through its parent company, 60% by funds and accounts managed and/or advised by Carlyle Global Credit Investment Management, LLC (collectively, "Carlyle") and 40% by an indirect, wholly-owned subsidiary of Diversified Energy Company (the "Company"), issued in a private offering (the "Offering") $895 million in aggregate principal amount of fixed-rate asset-backed securities, consisting of $580 million principal amount of 6.071% Class A-1 Notes due 2046, $235 million in principal amount of 6.820% Class A-2 Notes due 2046 and $80 million in principal amount of 10.330% Class B Notes due 2046 (collectively, the "ABS XIII Notes") pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended.

The ABS XIII Notes were issued under a Base Indenture (the "Base Indenture") and related Series 2026-1 Supplement (the "Supplement" and together with the Base Indenture, the "Indenture") each dated July 2, 2026, by and among the Issuer, DP Eagle AssetCo I LLC and DP Eagle AssetCo II LLC, as guarantors (the "Guarantors"), and UMB Bank, N.A., as Indenture Trustee.

The net proceeds from the Offering were used to fund a portion of the acquisition of the Assets as described in Item 2.01 below, fund the liquidity reserve account and pay transaction costs.

The ABS XIII Notes have an anticipated repayment date of July 2031 (the "Anticipated Repayment Date") and a legal final maturity in July 2046, with both principal and interest payable monthly.

The ABS XIII Notes are primarily secured by specific upstream producing assets in the Anadarko basin in Oklahoma.

The ABS XIII Notes, via the Indenture and related documentation, are governed by a series of covenants and restrictions typical for such transactions, including (i) the requirement for the Issuer to maintain a specified reserve account to ensure the payment of interest, (ii) provisions for optional and mandatory prepayments and specified make-whole payments under certain conditions, (iii) covenants related to recordkeeping, access to information and similar matters, and (iv) covenants related to compliance with all applicable laws and regulations.

The ABS XIII Notes are also subject to customary accelerated amortization events as outlined in the Indenture, which events include failure to maintain specified debt service coverage and loan to value ratios, failure to meet certain production metrics, certain management services agreement termination events, non-compliance with hedging requirements, the failure to repay or refinance the ABS XIII Notes by the Anticipated Repayment Date and other events of default. The ABS XIII Notes are also subject to a customary increase in coupon if not repaid or refinanced by the Anticipated Repayment Date.

Additionally, the ABS XIII Notes are subject to customary events of default, which include non-payment of required interest, principal, or other amounts due, failure to comply with covenants within specified time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, and failure of the ABS XIII Notes to be redeemed upon a change in control event.

The foregoing summaries do not purport to be complete and are subject to, and qualified in their entirety by reference to, the complete copies of the Indenture and the Supplement, which have been filed as Exhibits 4.1 and 4.2, respectively, hereto and are hereby incorporated herein by reference.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1922446/000192244626000057/dec-20260702.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1922446/000192244626000057/0001922446-26-000057-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.