Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2024

Commission File Number: 001-41870

Diversified Energy Company plc

(Translation of registrant’s name into English)

1600 Corporate Drive

Birmingham, Alabama 35242

Tel: [phone]

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒  Form 40-F ☐

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EXHIBIT INDEX

99.1	First Quarter 2024 Trading Statement

 

99.2	First Quarter 2024 Dividend Declaration

 

99.3	Posting of Circular and Notice of General Meeting

 

99.4	Results from AGM

 

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SIGNATURES

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

	Diversified Energy Company plc
Date: May 10, 2024	By:	/s/ Bradley G. Gray
		Bradley G. Gray
		President & Chief Financial Officer

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Exhibit 99.1

May 9, 2024

 Diversified Energy Company PLC

("Diversified" or the "Company")

Diversified Reports Solid First Quarter and Benefits from Expansion of NGL Processing Capabilities

Year-Over-Year Absolute Debt Reduction and Expense Improvements

Black Bear Facility Strengthens the Company's Midstream Value Chain and Integrates Complementary Long-life Infrastructure Assets

Diversified Energy Company PLC (LSE: DEC, NYSE: DEC) is pleased to announce it is trading in line with expectations and provides the following operations and trading update for the quarter ended March 31, 2024. In addition, the Company is providing an update on its Black Bear processing facility.

Delivering Reliable Results

•

Recorded average 1Q24 production of 723 MMcfepd (121 Mboepd)

◦

Exit rate of 742 MMcfepd (124 Mboepd)

◦

Production essentially flat from 4Q23 adj. production of 725 MMcfepd (121 Mboepd)(a)

•

Operating Cash Flow of $107 million, and Net loss of $15 million inclusive of non-cash unsettled derivative fair value adjustments, and non-cash depreciation, depletion and amortization

•

Achieved 1Q24 Adjusted EBITDA of $102 million and Free Cash Flow of $74 million

◦     Realized 48% Adjusted EBITDA Margin^(b) and TTM  Free Cash Flow Yield of 31%^(c)

•

Adjusted Operating Cost per Unit(d) of $1.68/Mcfe ($10.10/Boe); ~7% improvement vs 4Q23

•

Realized $22 million in gains on settled derivatives as a result of a prudent hedging program, providing a 28% uplift to Adjusted EBITDA

◦

Recently added additional natural gas hedges in 2026 at $3.95 and 2027 at $4.01

Expansion of Processing Capabilities- Black Bear Facility

 

•

Located in DeSoto Parish, Louisiana, includes two processing plants, and FERC regulated NGL pipeline

•

Strategic purchase in April 2022 for ~$10 million as part of overall vertical integration strategy

•

Recently completed upgrade and reroute that provides processing capacity for ~120 Mmcfpd

◦

Anticipated to process ~66 Mmcfpd of DEC production while also allowing for potential third-party processing revenue and additional volume from potential bolt-on acquisitions

•

Improvement of ~20% on transportation and fractionation fees and anticipated margin improvement of ~$9 million per year

◦

Eliminates third-party processing and compression fees on the transferred Diversified production volumes

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Executing Strategic Objectives

 

•

Declared 1Q24 interim dividend of $0.29 cents per share

•

Repurchased ~400,000 shares in 2024 for £3.9 million ($5 million) at an average of £9.74/share

◦

~$18 million of share repurchases (inclusive of EBT(e) purchases) since the 2023 Annual General Meeting, representing ~3% of Issued Share Capital

◦

More than $830 million in aggregate return of capital(f) since the Company's 2017 initial public offering

•

Reduced debt outstanding by ~20% (~$309 million) compared to Q1 2023

•

$115 million of undrawn credit facility capacity and unrestricted cash; leverage ratio(g) of 2.5x

•

Previously announced acquisition of Oaktree Capital Management working interest proceeding on schedule and anticipated to close in due course

Creating Value Through Stewardship

 

•

Published 2023 Sustainability Report highlighting significant emissions reduction achievements, record levels of well retirement, and implementation of innovative sustainability strategies

•

Next LVL Energy completed 76 well retirements through March 2024, in line with prior year retirements of 74 wells over the same period

Rusty Hutson, Jr., CEO of Diversified, commented:

"Building a portfolio of high-performing, mature producing assets and optimizing the cost structure has been the foundation of our strategic vision since inception. The Company's ability to continue to deliver solid results, both operationally and financially, reinforces the success of this strategy. I am pleased that our ongoing focus on cost reduction opportunities has translated directly into a 7% sequential quarterly operating cost improvement, allowing us to effectively navigate the current natural gas market headwinds.

Additionally, I am excited to announce that our Black Bear processing facility has begun service.  Completing this strategic project demonstrates our success in leveraging in-house expertise to unlock value and facilitate meaningful cash flow generation. This facility will integrate our own natural gas production in the area and is expected to deliver approximately $9 million of additional margin creation annually while providing additional potential upside from any non-utilized capacity to process third-party gas from other operators and accretive bolt-on acquisitions in the Cotton Valley and Haynesville region.

We will continue to observe our commitment to our "Focus Five" priorities while looking to capture synergies, operate efficiently, and ensure Diversified remains the Right Company at the Right Time.  We look forward to completing the acquisition of additional working interest production from Oaktree. This acquisition provides Diversified with increased volumes in our Central region, which has exposure to the LNG pricing markets on the US Gulf Coast. I am confident that the reliability and consistency of our assets will continue to provide meaningful cash flow, financial flexibility and support our ability to return value to shareholders."

Black Bear Processing Facility

In April 2022, the Company closed on the strategic purchase of the Black Bear processing facility for approximately $10 million in cash. This NGL processing facility located within the Company's Central Region (DeSoto Parish, LA) maintains two 60,000 mcf per day cryogenic processing plants (total capacity of approximately 120,000 mcf per day) with direct connection to downstream natural gas and NGL markets. At full utilization, the facility can produce approximately 3,000 barrels per day of NGL's.  The Company has completed a reroute and maintenance optimization program relative to the facility that will increase processed volumes to approximately 66,000 mcf per day of Diversified's natural gas production, which is approximately a 400% increase from when Diversified acquired the facility. The addition of this strategic midstream infrastructure is anticipated to drive further cost improvements, provide the potential for ethane recovery, and present the ability to receive third-party revenue from the current non-utilized capacity.

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Operations and Finance Update

Production

The Company recorded exit rate production in March 2024 of 742 MMcfepd (124 Mboepd) and delivered 1Q24 average net daily production of 723 MMcfepd (121 Mboepd). Diversified's average production for the quarter reflects the exceptionally shallow decline profile of its assets, with average production for the period representing an effectively 0% change in volumes^(a) compared to the 4Q23 average of 725 MMcfepd (121 Mboepd), adjusted for the recent divestiture of assets associated with the previously announced ABSVII Asset Sale transaction.

Margin and Total Cash Expenses per Unit

Diversified's consistent application of the Company's hedging strategy again provided material insulation from commodity price volatility, positively impacting 1Q24 per unit Total Revenues, inclusive of Settled Hedges of $3.25/Mcfe ($19.50/Boe) despite headwinds to natural gas prices during the quarter.

Adjusted EBITDA Margins^(b) of 48% (42% unhedged) reflect the benefit of the Company's per unit revenues and ongoing decreases in commodity-price linked expenses that more than offset production-related changes to per-unit Lease Operating Expense and Midstream Expense. General and Administrative expenses remained consistent with prior period levels.

			1Q24							4Q23
		$/Mcfe				$/Boe				$/Mcfe				$/Boe				%
Average Realized Price1		$	3.25			$	19.50			$	3.49			$	20.92				(7	)	%
Adjusted Operating Cost per Unit(d)			1Q24								4Q23
		$/Mcfe				$/Boe				$/Mcfe				$/Boe				%
Lease Operating Expense2		$	0.65			$	3.91			$	0.62			$	3.69				6		%
Midstream Expense			0.27				1.61				0.25				1.48				9		%
Gathering and Transportation			0.31				1.85				0.35				2.07				(11	)	%
Production Taxes			0.12				0.74				0.19				1.16				(36	)	%
Total Operating Expense2		$	1.35			$	8.12			$	1.40			$	8.40				(3	)	%
Employees, Administrative Costs and Professional Fees(h)			0.33				1.98				0.41				2.46				(20	)	%
Adjusted Operating Cost per Unit2		$	1.68			$	10.10			$	1.81			$	10.86				(7	)	%
Adjusted EBITDA Margin(b)			48	%							48	%

¹ 1Q24 excludes  $0.05/Mcfe ($0.30/Boe) and 4Q23 excludes $0.08/Mcfe ($0.49/Boe) of other revenues generated by Next LVL Energy

Values may not sum due to rounding

² 1Q24 excludes $(0.07)/Mcfe ($(0.39)/Boe) and 4Q23 excludes $(0.08)/Mcfe ($(0.47)/Boe) of expenses attributable to Next LVL Energy

Values may not sum due to rounding

Results of Hedging and Current Financial Derivatives Portfolio

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Diversified's consistent application of hedges to strategically secure cash flows and margins resulted in a 1Q24 hedge floor price of $3.36/Mcf, 40% higher than the average settled price for NYMEX Henry Hub during the quarter^(j).

For the balance of the year, the Company's strategy continues to be well-placed for cash generation with a remaining 2024 average natural gas hedge floor of $3.41/Mcf, currently situated at a ~40% premium to the NYMEX strip⁽ⁱ⁾ and a ~65% premium to the 2.04/MMBtu active contract price⁽ⁱ⁾. The table below represents the Company's full-year hedge positions through calendar year 2026 at April 30, 2024:

		GAS (Mcf)								NGL (Bbl)								OIL (Bbl)
		Wtd. Avg. Hedge Price(j)(k)				~ % of Production Hedged(l)				Wtd. Avg. Hedge Price(j)				~ % of Production Hedged(l)				Wtd. Avg. Hedge Price(j)				~ % of Production Hedged(l)
FY24		$	3.42				85	%		$	37.74				65	%		$	62.54				55	%
FY25		$	3.20				80	%		$	30.22				45	%		$	59.01				40	%
FY26		$	3.18				60	%		$	27.68				25	%		$	59.48				30	%

Natural gas pricing has shown a meaningful recent improvement during 2024, driven by several overriding supply and demand factors, including continued production management through curtailments, deferrals of well completions, and the emerging data center thematic, which would require material volumes of additional natural gas power demand. The table below illustrates the natural gas price curve movements:

			Strip at February 2024				Strip at May 2024				Pricing Improvement
2025			$	3.35			$	3.51				5%
2026			$	3.68			$	3.95				7%
2027			$	3.74			$	4.04				8%
2028			$	3.70			$	3.99				8%
2029			$	3.62			$	3.96				9%
2030			$	3.51			$	3.95				13%
2031-2034			$	3.38			$	4.06				20%

Source: Bloomberg, all values priced in $/MMBtu

Environmental Update

Emissions Reductions Activity

During the quarter, Diversified continued to execute its emissions detection activities throughout its operating footprint through a combination of aerial LiDAR and handheld LDAR deployments. Upstream emissions surveys in Appalachia and the Central Region have maintained no-leak rates of 99% through the quarter, reflecting the ongoing impact of Diversified's stewardship focus.

The Company continues to seek innovation in its application of emissions reductions and mitigation efforts, including pilot projects to convert upstream and midstream facilities from natural gas-powered pneumatic devices to air compression and electric actuation.

Asset Retirement Progress and Next LVL Energy Update

In 1Q24 the Company safely retired 76 wells (72 operated by Diversified), consistent with the 74 well retirements in 1Q23 and representing substantial progress towards the Company's annual goal of retiring 200 operated wells per year. Next LVL Energy's plans for the remainder of 2024 include revenue generation from its continued partnership with states and third-party operators. Diversified expects to achieve full-year retirements similar to 2023 while significantly offsetting the cash costs associated with retiring its own wells.

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Oaktree Working Interest Acquisition

The Company's previously announced acquisition of Oaktree's proportionate interest in the acquired assets from Indigo, Tanos III, East Texas, and Tapstone (the "Assets") continues to proceed as planned with an estimated transaction close date within 60 days post general shareholder meeting, pending shareholder and other customary approvals.

Footnotes:

(a)	Sequential period decline rate of ~0% calculated as the change in average daily production from 4Q23 to 1Q24, excluding the net production impact of the ABSVII divestiture on the previously reported average daily production for 4Q23.
(b)	For purposes of comparability, Adjusted EBITDA Margin excludes Other Revenue of $3 million in 1Q24 and $6 million in 4Q23, and Lease Operating Expense of $4 million in 1Q24 and $6 million in 4Q23 associated with Diversified's wholly owned plugging subsidiary, Next LVL Energy; For more information, please refer to the Non-IFRS reconciliations.
(c)	Calculated using the trailing twelve Free Cash Flow per share, dividend m the trailing twelve month average share price of £14.79 / $18.58; Trailing twelve month Free Cash Flow per Share calculated as Free Cash Flow of $279 million dividend by average shares outstanding of 48,269,478 during the twelve month period.
(d)	Adjusted Operating Cost represent total lease operating costs plus recurring administrative costs. Total lease operating costs include base lease operating expense, owned gathering and compression (midstream) expense, third-party gathering and transportation expense, and production taxes. Recurring administrative expenses (Adjusted G&A) is a Non-IFRS financial measure defined as total administrative expenses excluding non-recurring acquisition & integration costs and non-cash equity compensation; For purposes of comparability, excludes certain amounts related to  Diversified's wholly owned plugging subsidiary, Next LVL Energy.
(e)	As used herein, "EBT" refers to Diversified's Employee Benefit Trust, which was established in 2022 to purchase shares already in the market and is operated through a third-party trustee. The objective of the EBT is to benefit the employees of the Company and its wholly owned subsidiaries and in particular, to provide a mechanism to satisfy rights to shares arising on the exercise or vesting of awards under share based incentive plans and reduce dilution for shareholders.
(f)	Includes the total value of dividends paid and declared and share repurchases (including Employee Benefit Trust) since the Company's initial public offering in 2017.
(g)	As used herein, Net Debt-to-Adjusted EBITDA, or "Leverage", is measured as current Net Debt, divided by pro forma  Adjusted EBITDA for the twelve months ended March 31, 2024; For more information, please refer to the included Non-IFRS reconciliations.
(h)	As used herein, employees, administrative costs and professional services represents total administrative expenses excluding cost associated with acquisitions, other adjusting costs and non-cash expenses. We use employees, administrative costs and professional services because this measure excludes items that affect the comparability of results or that are not indicative of trends in the ongoing business.
(i)	Using NYMEX strip at May 1, 2024, inclusive settled contracts for January 2024 through May 2024.
(j)	Weighted average price reflects the weighted average of the swap price and floor price for collar contracts as applicable.
(k)	MMBtu prices have been converted to Mcf using a richness factor of 1Mcf=1.07MMBtu.
(l)	Illustrative percent hedged, calculated using 1Q24 average production and assuming a consolidated annual corporate decline rate of 10%.

For Company-specific items, refer also to the Glossary of Terms and/or Alternative Performance Measures found in the Company's  Annual Report and Form 20-F for the year ended December 31, 2023 filed with the United States Securities and Exchange Commission.

For further information, please contact:

Diversified Energy Company PLC	[phone]
Doug Kris	[e-mail]
Senior Vice President, Investor Relations & Corporate Communications	www.div.energy
FTI Consulting	[e-mail]
U.S. & UK Financial Public Relations

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About Diversified Energy Company PLC

Diversified is a leading publicly traded energy company focused on natural gas and liquids production, transport, marketing, and well retirement. Through our differentiated strategy, we acquire existing, long-life assets and invest in them to improve environmental and operational performance until retiring those assets in a safe and environmentally secure manner. Recognized by ratings agencies and organizations for our sustainability leadership, this solutions-oriented, stewardship approach makes Diversified the Right Company at the Right Time to responsibly produce energy, deliver reliable free cash flow, and generate shareholder value.

Forward-Looking Statements

This announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and business of the Company and its wholly owned subsidiaries (the "Group"), the Assets, and the Group following the Oaktree acquisition. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. These forward-looking statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect", "may", "will", "seek", "continue", "aim", "target", "projected", "plan", "goal", "achieve" and words of similar meaning, reflect the Company's beliefs and expectations and are based on numerous assumptions regarding the Company's present and future business strategies and the environment the Company and the Group will operate in and are subject to risks and uncertainties that may cause actual results to differ materially. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company or the Group to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's or the Group's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of regulators and other factors such as the Company's or the Group's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company or the Group operate or in economic or technological trends or conditions. The list above is not exhaustive and there are other factors that may cause the Company's or the Group's actual results to differ materially from the forward-looking statements contained in this announcement, Including the risk factors described in the "Risk Factors" section in the Company's Annual Report and Form 20-F for the year ended December 31, 2023, filed with the United States Securities and Exchange Commission.

Forward-looking statements speak only as of their date and neither the Company nor the Group nor any of its respective directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where it would be required to do so under applicable law. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement, such as the timing, if at all, of completion of the Oaktree acquisition, may not occur. As a result, you are cautioned not to place undue reliance on such forward-looking statements. Past performance of the Company cannot be relied on as a guide to future performance. No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that the financial performance of the Company for the current or future financial years would necessarily match or exceed the historical published for the Company.

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Use of Non-IFRS Measures

Certain key operating metrics that are not defined under IFRS (alternative performance measures) are included in this announcement. These non-IFRS measures are used by us to monitor the underlying business performance of the Company from period to period and to facilitate comparison with our peers. Since not all companies calculate these or other non-IFRS metrics in the same way, the manner in which we have chosen to calculate the non-IFRS metrics presented herein may not be compatible with similarly defined terms used by other companies. The non-IFRS metrics should not be considered in isolation of, or viewed as substitutes for, the financial information prepared in accordance with IFRS. Certain of the key operating metrics are based on information derived from our regularly maintained records and accounting and operating systems.

Adjusted EBITDA

As used herein, EBITDA represents earnings before interest, taxes, depletion, depreciation and amortization. adjusted EBITDA includes adjusting for items that are not comparable period-over-period, namely, accretion of asset retirement obligation, other (income) expense, loss on joint and working interest owners receivable, (gain) loss on bargain purchases, (gain) loss on fair value adjustments of unsettled financial instruments, (gain) loss on natural gas and oil property and equipment, costs associated with acquisitions, other adjusting costs, non-cash equity compensation, (gain) loss on foreign currency hedge, net (gain) loss on interest rate swaps and items of a similar nature.

Adjusted EBITDA should not be considered in isolation or as a substitute for operating profit or loss, net income or loss, or cash flows provided by operating, investing, and financing activities. However, we believe such a measure is useful to an investor in evaluating our financial performance because it (1) is widely used by investors in the natural gas and oil industry as an indicator of underlying business  performance; (2) helps investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the often-volatile revenue impact of changes in the fair value of derivative instruments prior to settlement; (3) is used in the calculation of a key metric in one of our Credit Facility financial covenants; and (4) is used by us as a performance measure in determining executive compensation. When evaluating this measure, we believe investors also commonly find it useful to evaluate this metric as a percentage of our total revenue, inclusive of settled hedges, producing what we refer to as our adjusted EBITDA margin.

The following table presents a reconciliation of the IFRS Financial measure of Net Income (Loss) to Adjusted EBITDA for each of the periods listed:

Amounts in 000's		Three Months Ended March 31, 2024				Three Months Ended March 31, 2023				Twelve Months Ended December 31, 2023
Income (loss) available to ordinary shareholders after taxation		$	(15,145	)		$	392,751			$	759,701
Finance costs			27,416				32,259				134,166
Accretion of asset retirement obligation			7,183				6,968				26,926
Other (income) expense			(5	)			(41	)			(385	)
Income tax (benefit) expense			5,633				126,549				240,643
Depreciation, depletion and amortization			57,015				55,236				224,546
Gain on bargain purchase			-				-				-
(Gain) loss on fair value adjustments of unsettled financial instruments			13,552				(475,001	)			(905,695	)
(Gain) loss on oil and gas programme and equipment(a)			4				(224	)			20
(Gain) loss on sale of equity interest			-				-				(18,440	)
Unrealized (gain) loss on investment			-				-				(4,610	)
Impairment of proved properties			-				-				41,616
Costs associated with acquisitions			1,519				5,610				16,775
Other adjusting costs(b)			3,693				2,042				17,794
Non-cash equity compensation			1,268				1,951				6,494
(Gain) on foreign currency hedge			-				521				521
(Gain) loss on interest rate swap			(50	)			2,740				2,722
Total Adjustments		$	117,228			$	(241,390	)		$	(216,907	)
Adjusted EBITDA		$	102,083			$	151,361			$	542,794

a) Excludes proceeds received for leasehold sales.

b) Other adjusting costs for the year ended December 31, 2023 were primarily associated with legal and professional fees related to the U.S. listing, legal fees for certain litigation, and expenses associated with unused firm transportation agreements.

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Net Debt and Net Debt-to-Adjusted EBITDA

As used herein, net debt represents total debt as recognized on the balance sheet less cash and restricted cash. Total debt includes our borrowings under the Credit Facility and borrowings under or issuances of, as applicable, our subsidiaries' securitization facilities. We believe net debt is a useful indicator of our leverage and capital structure.

As used herein, net debt-to-adjusted EBITDA, or "leverage" or "leverage ratio," is measured as net debt divided by adjusted trailing twelve-month EBITDA. We believe that this metric is a key measure of our financial liquidity and flexibility and is used in the calculation of a key metric in one of our Credit Facility financial covenants.

The following table presents a reconciliation of the IFRS Financial measure of Total Borrowings to the Non-IFRS measure of Net Debt and a calculation of Net Debt-to-Adjusted EBITDA and Net Debt-to-Pro Forma Adjusted EBITDA for each of the periods listed:

Amounts in 000's		Three Months Ended March 31, 2024				Three Months Ended March 31, 2023				Twelve Months Ended December 31, 2023
Credit Facility		$	193,000			$	260,000			$	159,000
ABS I Note			95,968				118,559				100,898
ABS II Note			120,494				142,028				125,922
ABS III Note			263,587				304,790				274,710
ABS IV Note			93,240				120,456				99,951
ABS V Note			271,502				349,460				290,913
ABS VI Note			148,071				195,845				159,357
ABS VII Note			-				-				-
Term Loan I			102,165				116,083				106,470
Miscellaneous			7,382				8,768				7,627
Total borrowings		$	1,295,409			$	1,615,989			$	1,324,848
LESS: Cash			3,456				4,528				3,753
LESS: Restricted cash			32,828				42,941				36,251
Total non-current borrowings, net		$	1,259,125			$	1,568,516			$	1,284,842
Adjusted EBITDA		$	102,083			$	151,361			$	542,794
Pro forma TTM adjusted EBITDA		$	493,515			$	669,478			$	549,258
Net debt-to-pro forma TTM adjusted EBITDA(a)			2.5	x			2.3	x			2.3	x

(a) excludes Miscellaneous debt, which is primarily related to real estate, vehicles and equipment.

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Free Cash Flow

As used herein, free cash flow represents net cash provided by operating activities less expenditures on natural gas and oil properties and equipment and cash paid for interest. We believe that free cash flow is a useful indicator of our ability to generate cash that is available for activities other than capital expenditures. The Directors believe that free cash flow provides investors with an important perspective on the cash available to service debt obligations, make strategic acquisitions and investments, and pay dividends.

The following table presents a reconciliation of the IFRS Financial measure of Net Cash from Operating Activities to the Non-IFRS measure of Free Cash Flow for each of the periods listed:

Amounts in 000's		Three Months Ended March 31, 2024				Three Months Ended March 31, 2023				Twelve Months Ended December 31, 2023
Net cash provided by operating activities		$	107,219			$	63,014			$	410,132
LESS: Expenditures on natural gas and oil properties and equipment			(9,293	)			(20,727	)			(74,252	)
LESS: Cash paid for interest			(23,759	)			(27,702	)			(116,784	)
Free Cash Flow		$	74,167			$	14,585			$	219,096

Total Revenue, Inclusive of Settled Hedges and Adjusted EBITDA Margin

As used herein, total revenue, inclusive of settled hedges, includes the impact of derivatives settled in cash. We believe that total revenue, inclusive of settled hedges, is a useful because it enables investors to discern our realized revenue after adjusting for the settlement of derivative contracts.

The following table presents a reconciliation of the IFRS Financial measure of Total Revenue to the Non-IFRS measure of Total Revenue, Inclusive of Settled Hedges and a calculation of Adjusted EBITDA Margin for each of the periods listed:

Amounts in 000's		Three Months Ended March 31, 2024				Three Months Ended March 31, 2023				Twelve Months Ended December 31, 2023
Total revenue(a)		$	193,624			$	295,922			$	868,263
Net gain (loss) on commodity derivative instruments(b)			22,066				(16,210	)			178,064
Total revenue, inclusive of settled hedges(a)		$	215,690			$	279,712			$	1,046,327
Adjusted EBITDA		$	102,083			$	151,361			$	542,794
Adjusted EBITDA Margin			47	%			54	%			52	%
Adjusted EBITDA Margin, exclusive of Next LVL Energy			48	%			55	%			53	%

(a) Excludes proceeds received for leasehold sales.

(b) Net gain (loss) on commodity derivative settlements represents cash (paid) or received on commodity derivative contracts. This excludes settlements on foreign currency and interest rate derivatives as well as the gain (loss) on fair value adjustments for unsettled financial instruments for each of the periods presented.

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Exhibit 99.2

May 9, 2024

 Diversified Energy Company PLC

("Diversified" or the "Company")

First Quarter Dividend Announcement

Diversified Energy Company PLC (LSE:DEC, NYSE:DEC) is pleased to announce that the Board has declared an interim dividend of 29 cents per share in respect of 1Q24 for the three month period ended March 31, 2024.

Key dates related to this dividend include:

Record Date:		August 30, 2024
Payment Date:		September 27, 2024
Default Currency:		US Dollar
Currency Election Option:		Sterling
Last Date for Currency Election:		September 6, 2024

Diversified will pay the dividend in U.S. dollars while continuing to make available to shareholders a sterling election. For those shareholders who wish to receive their dividend payment in sterling, and who have not yet completed a currency election form, the Company has made available a dividend election form on its website at https://ir.div.energy/dividend-information. Shareholders who wish to receive sterling should submit the currency election form to Computershare Investor Services no later than September 6, 2024.

Diversified will announce the sterling value of the dividend payable per share approximately two weeks prior to the payment date.

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No. 596/2014 on Market Abuse ("UK MAR"), as it forms part of the UK domestic law by virtue of the European Union (Withdrawal) Act 2018.

For further information, please contact:

Diversified Energy Company PLC	[phone]
Doug Kris	[e-mail]
Senior Vice President, Investor Relations & Corporate Communications	www.div.energy
FTI Consulting	[e-mail]
U.S. & UK Financial Public Relations

About Diversified Energy Company PLC

Diversified is a leading publicly traded energy company focused on natural gas and liquids production, transport, marketing, and well retirement. Through our differentiated strategy, we acquire existing, long-life assets and invest in them to improve environmental and operational performance until retiring those assets in a safe and environmentally secure manner. Recognized by ratings agencies and organizations for our sustainability leadership, this solutions-oriented, stewardship approach makes Diversified the Right Company at the Right Time to responsibly produce energy, deliver reliable free cash flow, and generate shareholder value.

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Exhibit 99.3

May 9, 2024

DIVERSIFIED ENERGY COMPANY PLC

("Diversified" or the "Company")

Posting of Circular and Notice of General Meeting

 

Diversified Energy Company PLC (LSE: DEC, NYSE:DEC) announces that further to its announcement on March 19, 2024 regarding the proposed acquisition of Oaktree Capital Management's working interests in certain assets operated by Diversified in the Central Region (the "Transaction"), the Company is pleased to announce that a shareholder circular relating to the Transaction (the "Circular") has been approved by the Financial Conduct Authority and will shortly be sent to the Company's shareholders.

The Transaction constitutes a "Class 1" transaction for the Company under the Listing Rules and is therefore, conditional upon, amongst other things, the approval of the Company's shareholders at a general meeting of the Company (the "General Meeting").

The Circular contains a notice of the General Meeting which will be held at the office of FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD, United Kingdom at 1:00PM BST on May 28, 2024 at which the resolution contained in the notice of General Meeting will be proposed to the Company's shareholders to approve the Transaction.

A copy of the Circular will be submitted to the National Storage Mechanism where it will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In addition, a copy of the Circular and  notice of general meeting will also be made available online at ir.div.energy/reports-announcements.

Capitalised terms used but not otherwise defined in this announcement have the same meaning given to them in the Circular.

For further information, please contact:

Diversified Energy Company PLC	[phone]
Doug Kris	[e-mail]
Senior Vice President, Investor Relations & Corporate Communications	www.div.energy
FTI Consulting	[e-mail]
U.S. & UK Financial Public Relations

About Diversified Energy Company PLC

Diversified is a leading publicly traded energy company focused on natural gas and liquids production, transport, marketing, and well retirement. Through our differentiated strategy, we acquire existing, long-life assets and invest in them to improve environmental and operational performance until retiring those assets in a safe and environmentally secure manner. Recognized by ratings agencies and organizations for our sustainability leadership, this solutions-oriented, stewardship approach makes Diversified the Right Company at the Right Time to responsibly produce energy, deliver reliable free cash flow, and generate shareholder value.

 

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IMPORTANT NOTICE

This announcement is an announcement and not a circular or equivalent document and prospective investors should not make any investment decision on the basis of its contents. The Circular in relation to the Transaction will be published today. Nothing in this announcement constitutes an offer of securities for sale in any jurisdiction.

Stifel, Nicolaus Europe Limited ("Stifel") is authorised and regulated in the United Kingdom by the FCA. Stifel is acting exclusively as sponsor for the Company and no one else in connection with the Transaction and will not regard any other person as a client in relation to the Transaction or the contents of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Stifel nor for providing advice in relation to or in connection with the contents of this announcement, the Transaction or any matter referred to in this announcement.

No person has been authorized to give any information or to make any representations other than those contained in this announcement and the Circular and, if given or made, such information or representations must not be relied on as having been authorized by the Company. Subject to the Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information in it is correct as at any subsequent date.

Completion of the Transaction is subject to the satisfaction of a number of conditions as more fully described in the Circular. Consequently, there can be no certainty that completion of the Transaction will be forthcoming.

This announcement may contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of the Company, the Target Assets, and the Group following the Transaction. These statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect", "may", "will", "seek", "continue", "aim", "target", "projected", "plan", "goal", "achieve" and words of similar meaning, reflect the Company's beliefs and expectations and are based on numerous assumptions regarding the Company's present and future business strategies and the environment the Company and the Group will operate in and are subject to risks and uncertainties that may cause actual results to differ materially. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company or the Group to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's or the Group's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of regulators and other factors such as the Company's or the Group's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company or the Group operate or in economic or technological trends or conditions. Past performance of the Company cannot be relied on as a guide to future performance. As a result, you are cautioned not to place undue reliance on such forward-looking statements. The list above is not exhaustive and there are other factors that may cause the Company's or the Group's actual results to differ materially from the forward-looking statements contained in this announcement Forward-looking statements speak only as of their date and the Company, its respective parent and subsidiary undertakings, the subsidiary undertakings of such parent undertakings, and any of such person's respective directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where it would be required to do so under applicable law. You are advised to read this announcement and, once published, the Circular in their entirety for a further discussion of the factors that could affect the Company's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur. No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that the financial performance of the Company for the current or future financial years would necessarily match or exceed the historical published for the Company.

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The contents of this announcement are not to be construed as legal, business or tax advice. Each shareholder should consult its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice respectively.

Neither the contents of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

 

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Exhibit 99.4

May 10, 2024

Diversified Energy Company PLC

(“Diversified” or the "Company")

Results of Annual General Meeting

Diversified Energy Company PLC (LSE:DEC, NYSE:DEC) is pleased to announce that 19 of the 20 resolutions put to shareholders at the Company's Annual General Meeting held on May 10, 2024 were duly passed.

The total votes were cast as follows:

Resolution			For	%		Against	%		Withheld
1	Receipt of Annual Report		27,506,194	100%		114,671	—%		45,390
2	Approval of Final Dividend		27,558,648	100%		60,423	—%		47,184
3	Authority to re-appoint Auditor		27,539,845	100%		73,130	—%		53,280
4	Authority to determine Auditor's Remuneration		27,537,231	100%		74,241	—%		54,783
5	Re-elect David Edward Johnson		27,488,334	100%		109,076	—%		68,845
6	Re-elect Robert "Rusty" Russell Hutson, Jr.		27,488,900	100%		116,520	—%		60,835
7	Re-elect Martin Keith Thomas		27,338,568	99%		258,367	1%		69,320
8	Re-elect David Jackson Turner, Jr.		27,484,345	100%		113,025	—%		68,885
9	Re-elect Sandra Mary Stash		27,477,544	100%		119,729	—%		68,982
10	Re-elect Sylvia Kerrigan		24,775,407	90%		2,821,864	10%		68,984
11	Re-elect Kathryn Klaber		25,665,454	93%		1,930,166	7%		70,635
12	Authority to allot shares		27,360,201	99%		245,270	1%		60,784
13	Directors' Remuneration Report		25,389,754	92%		2,133,133	8%		143,368
14	Political donations & expenditures		26,524,295	99%		215,584	1%		926,376
15	Dis-apply pre-emption rights		27,385,786	99%		212,865	1%		67,604
16	Dis-apply pre-emption rights (Acquisitions)		26,288,866	95%		1,311,212	5%		66,177
17	Purchase of Company's own shares		27,559,045	100%		56,658	—%		50,552
18	Share Repurchase Contracts and Counterparties		27,552,632	100%		56,785	—%		56,838
19	Amendment to 2017 Equity Incentive Plan		20,505,417	74%		7,068,872	26%		91,966
20	Short General Meeting notice period		27,380,594	99%		220,917	1%		64,744

Note: A vote "Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" or "Against" shown.

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The full text of the resolutions passed at the AGM has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The Board of Diversified Energy Company PLC (the “Board”) is pleased to note that shareholders approved the overwhelming majority of resolutions. Having actively engaged with many shareholders ahead of the AGM and throughout the year, the Board would like to thank shareholders for their input and continued support.

Whilst pleased that shareholders approved most of the resolutions with majorities in excess of 99%, the Board notes that Resolution 19 (Amendment to 2017 Equity Incentive Plan to increase the number of shares available under the Plan), while receiving 74% of the vote “FOR”, did not meet the 75% threshold to pass.

The Board will continue to engage with key stakeholders throughout 2024 on Equity Incentive Plan matters. Given the need to be agile around incentivization in the future, the Company will continue to work to provide an incentive plan that balances pay with performance in line with US practice. The Company seeks to offer competitive compensation packages to its workforce, fostering employee loyalty and motivation, all of which impact business expansion and our wider strategic objectives. The Board will continue to act in the best interest of shareholders and apply rigour to ensure executive remuneration outcomes are aligned with shareholder expectations. In accordance with provision 4 of the UK Corporate Governance Code, the Company will publish an update on this engagement, in accordance with the UK Corporate Governance Code, within six months of the 2024 AGM and a final summary in the Company's Annual Report for the 2024 Financial Year.

For further information, please contact:

Diversified Energy Company PLC	[phone]
Doug Kris	[e-mail]
Senior Vice President, Investor Relations & Corporate Communications	www.div.energy
FTI Consulting	[e-mail]
U.S. & UK Financial Public Relations

About Diversified Energy Company PLC

Diversified is a leading publicly traded energy company focused on natural gas and liquids production, transport, marketing, and well retirement. Through our differentiated strategy, we acquire existing, long-life assets and invest in them to improve environmental and operational performance until retiring those assets in a safe and environmentally secure manner. Recognized by ratings agencies and organizations for our sustainability leadership, this solutions-oriented, stewardship approach makes Diversified the Right Company at the Right Time to responsibly produce energy, deliver reliable free cash flow, and generate shareholder value.

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