PDC Energy, Inc. $600 Million Notes Offering

Davis Polk advised the representative of the initial purchasers in connection with a Rule 144A/Regulation S offering of $600 million aggregate principal amount of PDC Energy, Inc.’s 5.75% senior notes due 2026. PDC Energy, Inc. intends to use the net proceeds from this offering to redeem its 7.75% senior note due 2022, to partially finance its acquisition of certain properties owned by Bayswater Exploration & Production, LLC and certain related parties and for general corporate purposes.

Headquartered in Denver, Colorado, PDC Energy, Inc. is a domestic independent exploration and production company that produces, develops, acquires and explores for crude oil, natural gas and NGLs, with operations in the Wattenberg Field in Colorado, the Delaware Basin in West Texas and the Utica Shale in Southeastern Ohio. PDC Energy is listed on the NASDAQ Global Select Market under the symbol “PDCE.”

The Davis Polk capital markets team included partners Deanna L. Kirkpatrick and Derek Dostal and associates Cameron C. Lewis, John H. Runne and Carrie Guo. Partner Po Sit and associate K. Daniel Berman provided tax advice. Counsel Loyti Cheng and associate Yuko Masunaga provided environmental advice. All members of the Davis Polk team are based in the New York office.