Diversified Energy Co PLC美股招股说明书(2025-02-21版)

Diversified Energy Company PLC $14.50 per ordinary share We are selling 8,500,000 of our ordinary shares (£0.20 nominal par value). Our ordinary shares trade on the New YorkStock Exchange (“NYSE”) under the symbol “DEC.” On February 19, 2025, the last reported sale price of our ordinary shareson the NYSE was $15.01 per ordinary share. Our ordinary shares are also admitted to listing on the Official List of the UnitedKingdom Financial Conduct Authority and are admitted to trading on the Main Market of the London Stock Exchange(“LSE”), under the symbol “DEC.” On February 19, 2025, the last reported sale price of our ordinary shares on the LSE was£12.29 per ordinary share (equivalent to approximately $15.47 per ordinary share based on an assumed exchange rate of £1.00to $1.2590). We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, are subject to reducedpublic company disclosure requirements. See the subsection titled “Summary—Implications of Being a Foreign PrivateIssuer” on page S-21for additional information. Investing in our ordinary shares involves risks. See “Risk Factors” beginning on page S-32of thisprospectus supplement, page6of the accompanying base prospectus, and in the documents we incorporateby reference into this prospectus supplement and the accompanying base prospectus to read aboutimportant facts you should consider before buying our ordinary shares. Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commissionhas approved or disapproved of these securities or determined if this prospectus supplement or theaccompanying base prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The underwriters expect to deliver the ordinary shares to the purchasers on or about February 21, 2025 through thebook-entry facilities of The Depository Trust Company. Joint Book-Running Managers Mizuho s Johnson Rice & Company TABLE OF CONTENTS COMMONLY USED DEFINED TERMSS-ivABOUT THIS PROSPECTUS SUPPLEMENTS-1PRESENTATION OF FINANCIAL INFORMATIONS-1USE OF NON-IFRS AND NON-GAAP FINANCIAL MEASURESS-2MARKET AND INDUSTRY DATAS-3TRADEMARKS AND TRADE NAMESS-4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-5SUMMARYS-8RISK FACTORSS-32USE OF PROCEEDSS-35CAPITALIZATIONS-36DILUTIONS-37SHARES ELIGIBLE FOR FUTURE SALES-38MATERIAL TAX CONSEQUENCESS-40UNDERWRITING (CONFLICTS OF INTEREST)S-48LEGAL MATTERSS-54EXPERTSS-54WHERE YOU CAN FIND MORE INFORMATIONS-55INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-56EXPENSES OF THE OFFERINGS-57 PROSPECTUS PageABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2DIVERSIFIED ENERGY COMPANY PLC5RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION8MATERIAL TAX CONSEQUENCES27PLAN OF DISTRIBUTION36EXPENSES38LEGAL MATTERS39EXPERTS39SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES40WHERE YOU CAN FIND MORE INFORMATION42INCORPORATION OF CERTAIN INFORMATION BY REFERENCE43 TABLE OF CONTENTS For investors outside the United States: Neither we nor the underwriters have done anything that would permitthis offering or possession or distribution of this prospectus supplement and the accompanying base prospectus inany jurisdiction, other than the United States, where action for that purpose is required. Persons outside the UnitedStates who come into possession of this prospectus supplement and the accompanying base prospectus must informthemselves about, and observe any restrictions relating to, the offering of our ordinary shares and the distribution ofthis prospectus supplement and the accompanying base prospectus outside the United States. Neither we nor the underwriters have authorized anyone to provide you with any information or to makeany representations other than those contained in or incorporated by reference into this prospectussupplement, the accompanying base prospectus, or in any free writing prospectus we have prepared, andneither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of,any other information others may give you. Neither we nor the underwriters are making an offer to sell, orseeking offers to buy, these securities in any jurisdiction where the offer or sale is not permitted. Theinformation contained in this prospectus supplement and the accompanying base prospectus, as well as theinformation we previously filed with the SEC and incorporated herein by reference, is accurate as of the dateof those documents only, regardless of the time of delivery of this prospectus supplement or the sale ofordinary shares. Our business, financial condition, results of operations and prospects may have changedsince such dates. TABLE OF CONTENTS Notice to Investors This document is not a prospectus for the purposes of the U.K. version of Regulation (EU) 2017/1129 as itforms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amen