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): June 13, 2019 (June 11, 2019)





PDC Energy, Inc.


(Exact name of registrant as specified in its charter)


Delaware001-3741995-2636730(State or other jurisdiction of(Commission(I.R.S. Employerincorporation or organization)File Number)Identification Number)





1775 Sherman Street, Suite 3000


Denver, Colorado 80203








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 classTicker SymbolName of each exchange on which registeredCommon stock, par value $0.01 per sharePDCENasdaq Global Select Market





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.  ̈











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Item 2.01  Completion of Acquisition or Disposition of Assets.


On June 11, 2019, PDC Energy, Inc. (the “Company”) completed the disposition of certain gas-related midstream assets (the “Gas Assets”) in the Delaware Basin.





The Gas Assets were sold to EagleClaw Midstream Ventures, LLC (“EagleClaw”) for an initial cash purchase price of $100 million and an unconditional cash payment of $82 million due one year after the closing. In addition, the agreement includes certain volume-based production targets, that if exceeded, may result in up to an additional approximately $60 million of consideration payable to the Company during the term of the agreement. The agreement also provides the Company with long term flow assurance via Eagleclaw’s current processing capacity system and transportation of residue gas. The agreement provides for an area of mutual interest.















































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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.





Date: June 13, 2019


PDC ENERGY, INC.By:/s/ Nicole L. MartinetNicole L. MartinetGeneral Counsel, Senior Vice President and Corporate Secretary