UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2124, 2023

LOGO

PDC Energy, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-37419	95-2636730
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1099 18^th Street, Suite 1500

Denver, Colorado 80202

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (303) 860-5800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class TradingSymbol(s) Name of each ~~exchangeon~~exchange ~~which~~onwhich registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 87.01 ~~Other~~Regulation ~~Events~~FD Disclosure.

On August 2124, 2023, ~~Chevron~~PDC ~~Corporation (“Chevron”) and its wholly owned subsidiary~~Energy, ~~Chevron U.S.A.~~ Inc. (“~~CUSA~~PDC Energy” or “we”), announced that ~~they~~it ~~are~~issued ~~terminating~~a ~~the~~notice ~~offer~~of toredemption ~~exchange~~(the ~~any~~“Notice”) ~~and~~to ~~all~~the ~~validly~~holders ~~tendered~~of ~~(and~~its ~~not validly withdrawn)~~ 5.750% Senior Notes due 2026 (the “~~Old~~ Notes”) issued byunder ~~PDC~~the ~~Energy~~indenture, ~~Inc.~~dated ~~(“PDC”)~~as ~~for~~of ~~5.750% Senior Notes due 2026 to be issued by CUSA and fully and unconditionally guaranteed by Chevron~~November 29, ~~and~~2017 ~~cash~~ (ifas ~~validly~~amended ~~tendered~~ and ~~not~~supplemented ~~validly~~through ~~withdrawn~~the ~~prior~~date tohereof, the ~~early participation date~~“Indenture”), ~~and~~among ~~the~~PDC ~~related~~Energy, ~~solicitation~~PDC ofPermian, ~~consents~~Inc., toand ~~certain~~U.S. ~~proposed~~Bank ~~amendments~~Trust toCompany, ~~the~~National ~~indenture~~Association ~~pursuant~~(as successor to ~~which~~U.S. ~~the~~Bank ~~Old~~National ~~Notes~~Association), ~~were~~as ~~issued (the “PDC Indenture”)~~trustee.

~~PDC~~The ~~intends~~Notice toprovides ~~redeem~~information ~~the~~relevant ~~Old Notes on or after May 15, 2024 (the “Redemption Date”), at a redemption price equal~~ to ~~100% of~~ the ~~aggregate~~holders ~~principal amount~~ of the ~~Old~~ Notes, ~~plus accrued and unpaid interest to, but not~~ including, ~~the~~among ~~Redemption~~other ~~Date~~things, ~~pursuant~~that: ~~to the terms of the PDC Indenture.~~

~~CAUTIONARY~~• ~~STATEMENTS~~We ~~RELEVANT~~will TOredeem ~~FORWARD-LOOKING~~all ~~INFORMATION~~of ~~FOR~~the ~~THE~~outstanding ~~PURPOSE~~Notes OFon ~~“SAFE~~May ~~HARBOR”~~15, ~~PROVISIONS~~2024 OF(the ~~THE~~“Redemption ~~PRIVATE~~Date”); ~~SECURITIES LITIGATION REFORM ACT OF 1995~~ and

~~This~~• ~~Current~~The ~~Report~~redemption onprice ~~Form~~for ~~8-K~~the ~~contains~~Notes ~~forward-looking statements relating~~ to ~~PDC’s~~be ~~and~~redeemed ~~Chevron’s~~shall ~~plans~~be ~~that~~equal are based on managements’ current expectations, estimates and projections about the petroleum, chemicals and other energy-related industries. Words or phrases such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “advances,” “commits,” “drives,” “aims,” “forecasts,” “projects,” “believes,” “approaches,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,” “progress,” “may,” “can,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” “guidance,” “focus,” “on track,” “goals,” “objectives,” “strategies,” “opportunities,” “poised,” “potential,” “ambitions,” “aspires” and similar expressions are intended to ~~identify such forward-looking statements~~100.000% ~~These statements are not guarantees~~ of ~~future~~the ~~performance~~principal ~~and~~amount ~~are subject to certain risks, uncertainties and other factors, many~~ of ~~which~~the ~~are beyond PDC’s and Chevron’s control and are difficult to predict. Therefore~~Notes, ~~actual~~plus ~~outcomes~~accrued and ~~results~~unpaid ~~may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements~~interest, ~~which~~if ~~speak only as of the date of this Current Report on Form 8-K. Unless legally required~~any, ~~we undertake no obligation~~ to ~~update~~the ~~publicly~~Redemption ~~any forward-looking statements, whether as a result of new information, future events or otherwise~~Date.

~~Among~~In ~~the~~addition, ~~important~~on ~~factors that could cause actual results to differ materially from those in~~ the ~~forward-looking~~day statements are: changing crude oil and natural gas prices and demand for PDC’s and Chevron’s products, and production curtailments due to market conditions; crude oil production quotas or other actions that ~~might be imposed by the Organization of Petroleum Exporting Countries and other producing countries; technological advancements; changes to government policies in the countries in which~~ we ~~and~~issued Chevron operate; public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics, and any related government policies and actions; disruptions in PDC’s and Chevron’s global supply chain, including supply chain constraints and escalation of the ~~cost of goods and services; changing economic~~Notice, ~~regulatory and political environments in the various countries in which~~ we ~~and~~satisfied ~~Chevron operate; general domestic~~ and ~~international~~discharged ~~economic, market and political conditions, including~~ the ~~military~~Notes ~~conflict between Russia~~ and ~~Ukraine and~~ the ~~global~~Indenture ~~response~~pursuant to ~~such conflict; changing refining, marketing and chemicals margins; actions of competitors or regulators; timing of exploration expenses; timing of crude oil liftings;~~ the ~~competitiveness~~terms of ~~alternate-energy sources or product substitutes; development of large carbon capture and offset markets;~~ the ~~results~~Indenture. ofFollowing ~~operations~~completion ~~and financial condition~~ of ~~PDC’s and Chevron’s suppliers, vendors, partners and equity affiliates;~~ the ~~inability~~satisfaction ~~or failure of Chevron’s joint-venture partners to fund their share of operations~~ and ~~development activities; the potential failure to achieve expected net production from existing and future crude oil and natural gas development projects; potential delays in the development~~discharge, ~~construction~~we orare ~~start-up~~no oflonger planned projects; the potential disruption or interruption of PDC’s and Chevron’s operations due to war, accidents, political events, civil unrest, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond PDC’s or Chevron’s control; the potential liability for remedial actions or assessments under existing or future environmental regulations and litigation; significant operational, investment or product changes undertaken or required ~~by existing or future environmental statutes and regulations, including international agreements and national or regional legislation and regulatory measures~~ to ~~limit~~comply orwith ~~reduce greenhouse gas emissions;~~ the ~~potential~~covenants ~~liability resulting from pending or future litigation; the ability to successfully integrate the operations~~ of ~~Chevron and PDC and achieve~~ the anticipated benefits from Chevron’s acquisition of PDC; Chevron’s future acquisitions or dispositions of assets or shares or the delay or failure of such transactions to close based on required closing conditions; the potential for gains and losses from asset dispositions or impairments; government mandated salesIndenture, ~~divestitures~~including, ~~recapitalizations,~~but ~~taxes~~not ~~and~~limited tax audits, tariffs, sanctions, changes in fiscal terms or restrictions on scope of Chevron’s operations; foreign currency movements compared with the U.S. dollar; higher inflation and related impacts; material reductions in corporate liquidity and access to ~~debt markets; the receipt of required authorizations by Chevron’s board of directors to implement capital allocation strategies~~, ~~including future stock repurchase programs and dividend payments;~~ the ~~effects~~requirement ~~of changed accounting rules under generally accepted accounting principles promulgated by rule-setting bodies; Chevron’s ability~~ to ~~identify~~file ~~and mitigate the risks and hazards inherent in operating in the global energy industry; PDC’s intention to redeem the Old Notes; and other risk factors set forth in Chevron’s~~ Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K ~~filed~~ with the Securities and Exchange Commission. ~~Other unpredictable or unknown factors not discussed in this Current Report on Form 8-K could also have material adverse effects on forward-looking statements.~~

The information presented above is being furnished pursuant to Item 7.01 of this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities and Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 2124, 2023


PDC ENERGY, INC.

By		/s/ Kari H. Endries
Name:		Kari H. Endries
Title:		Vice President and Assistant Secretary

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