Sincerely,		Sincerely,
/s/ BARTON R. BROOKMAN, JR. Barton R. Brookman, Jr. President and Chief Executive Officer PDC Energy, Inc.		/s/ LYNN A. PETERSON Lynn A. Peterson Chairman, Chief Executive Officer and President SRC Energy Inc.

Your vote is very important. Approval of the PDC merger proposal requires the affirmative vote of the holders of a majority of the outstanding PDC common stock, and approval of the PDC issuance proposal requires the affirmative vote of a majority of votes cast by PDC stockholders present in person or by proxy at the PDC special meeting and entitled to vote on such proposal. Approval of both the PDC merger proposal and the PDC issuance proposal is a condition to the completion of the merger. PDC stockholders are requested to complete, date, sign and return the enclosed proxy in the envelope provided, which requires no postage if mailed in the United States, or to submit their votes by phone or the Internet. Simply follow the instructions provided on the enclosed proxy card. Abstentions will be counted as votes "AGAINST" the PDC merger proposal and the PDC issuance proposal. Broker non-votes and failures to vote will be counted as votes "AGAINST" the PDC merger proposal but will have no effect on the PDC issuance proposal.

Your vote is very important. Approval of the SRC merger proposal by the SRC shareholders is a condition to the merger and requires the affirmative vote of the holders of a majority of the outstanding shares of SRC common stock. Approval of the non-binding compensation proposal and the adjournment proposal require that the votes cast in favor of each proposal exceed the votes cast against such proposal. SRC shareholders are requested to complete, date, sign and return the enclosed proxy in the envelope provided, which requires no postage if mailed in the United States, or to submit their votes by phone or the Internet. Simply follow the instructions provided on the enclosed proxy card. Abstentions, failures to vote and broker non-votes will have the same effect as votes "AGAINST" the SRC merger proposal but will not count as votes "FOR" or "AGAINST" the non-binding compensation proposal or the adjournment proposal.

SUMMARY

        This summary highlights selected information included in this joint proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this joint proxy statement/prospectus and its annexes carefully and in their entirety and the other documents to which PDC and SRC refer before you decide how to vote with respect to the proposals to be considered and voted on at the PDC special meeting or SRC special meeting. In addition, PDC and SRC incorporate by reference important business and financial information about PDC and SRC into this joint proxy statement/prospectus, as further described in the sections entitled "Where You Can Find More Information" and "Information Incorporated by Reference," beginning on pages 191 and 192, respectively. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the sections entitled "Where You Can Find More Information" and "Information Incorporated by Reference," beginning on pages 191 and 192, respectively. Each item in this summary includes a page reference directing you to a more complete description of that item in this joint proxy statement/prospectus.

Information About the Companies (page 56)

PDC Energy, Inc.

1775 Sherman Street
Suite 3000
Denver, CO 80203
Phone: (303) 860-5800

        PDC Energy, Inc. is a domestic independent exploration and production company that acquires, explores and develops properties for the production of crude oil, natural gas and NGLs, with operations in the Wattenberg Field in Colorado and the Delaware Basin in Texas. PDC's operations in the Wattenberg Field are focused in the horizontal Niobrara and Codell plays and its Delaware Basin operations are primarily focused in the Wolfcamp zones.

SRC Energy Inc.

1675 Broadway
Suite 2600
Denver, CO 80202
Phone: (720) 616-4300

        SRC is an independent oil and gas company engaged in the acquisition, development, and production of oil, natural gas, and natural gas liquids in the DJ Basin in Colorado. The DJ Basin contains hydrocarbon-bearing deposits in several formations, including the Niobrara, Codell, Greenhorn, Shannon, Sussex, J-Sand, and D-Sand. The area has produced oil and natural gas for over fifty years and benefits from established infrastructure, long reserve life, and multiple service providers. SRC's oil and natural gas activities are focused in the Wattenberg Field, in Weld County, Colorado, an area that covers the western flank of the DJ Basin. Currently, SRC is focused on the horizontal development of the Codell formation as well as the three benches of the Niobrara formation, which are all characterized by relatively high liquids content.

The Merger and the Merger Agreement (page 123)

        The terms and conditions of the merger are contained in the merger agreement, which is attached to this document as Annex A and is incorporated by reference herein in its entirety. PDC and SRC encourage you to read the merger agreement carefully and in its entirety, as it is the legal document that governs the merger.

        The PDC board of directors and the SRC board of directors each has unanimously approved and adopted the merger agreement and the transactions contemplated by the merger agreement. Pursuant to the terms and subject to the conditions included in the merger agreement, PDC has agreed to acquire SRC by means of a merger of SRC with and into PDC, with PDC surviving the merger.

Merger Consideration (page 124)

        As a result of the merger, each eligible share of SRC common stock (other than shares held in treasury by SRC or shares owned by PDC and, in each case, not held on behalf of third parties (which we refer to collectively as the "cancelled shares")) issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 0.158 of a share of PDC common stock, with cash in lieu of any fractional shares (which we refer to as the "merger consideration").

        SRC shareholders will not be entitled to receive any fractional shares of PDC common stock in the merger, and no SRC shareholders will be entitled to dividends, voting rights or any other rights in respect of any fractional shares of PDC common stock. Each holder of shares of SRC common stock exchanged pursuant to the merger who would otherwise have been entitled to receive a fraction of a share of PDC common stock (after taking into account all certificates and book-entry shares delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of PDC common stock multiplied by (ii) the volume weighted average price of PDC common stock for the five consecutive trading days ending on the date that is two business days prior to the closing date as reported by Bloomberg L.P.

Risk Factors (page 41)

        The merger and an investment in PDC common stock involve risks, some of which are related to the transactions contemplated by the merger agreement. You should carefully consider the information about these risks set forth under the section entitled "Risk Factors" beginning on page 41, together with the other information included or incorporated by reference in this joint proxy statement/prospectus, particularly the risk factors contained in PDC's and SRC's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings they make with the SEC. SRC shareholders should carefully consider the risks set out in that section before deciding how to vote with respect to the SRC merger proposal, non-binding compensation proposal and the adjournment proposal to be considered and voted on at the SRC special meeting, and PDC stockholders should carefully consider the risks set out in that section before deciding how to vote with respect to the PDC merger proposal and the PDC issuance proposal to be considered and voted on at the PDC special meeting. For additional information, see the sections entitled "Where You Can Find More Information" and "Information Incorporated by Reference," beginning on pages 191 and 192, respectively.

Treatment of SRC Equity Awards (page 125)

SRC RSU Awards

        Immediately prior to the effective time of the merger, each then outstanding RSU award in respect of shares of SRC common stock, whether vested or unvested, will become fully vested and will be cancelled and converted into the right to receive the merger consideration in respect of each share of SRC common stock subject to the award as of immediately prior to the effective time of the merger (less required tax withholdings).

SRC PSU Awards

        Except for the New PSU awards, immediately prior to the effective time of the merger, each then outstanding Current PSU award in respect of shares of SRC common stock, whether vested or

unvested, will become automatically vested at the target (i.e., 100%) level and will be cancelled and converted into the right to receive the merger consideration in respect of each share of SRC common stock subject to the award at target (less required tax withholdings).

New SRC PSU Awards

        In addition, SRC will grant New PSU awards in respect of shares of SRC common stock at the times, to the individuals and on the terms and in the amounts specified in the merger agreement. Immediately prior to the effective time of the merger, each then outstanding New PSU award will be assumed or substituted by PDC and converted automatically into a performance stock unit award of PDC, subject to the same terms and conditions as were applicable to the New PSU awards immediately prior to the effective time of the merger. The number of shares of PDC common stock covered by such assumed awards will be based on the number of SRC shares covered by such awards multiplied by the exchange ratio in the merger.

SRC Options

        Immediately prior to the effective time of the merger, each then outstanding option to purchase shares of SRC common stock will, whether vested or unvested, become fully vested, and each such option that is "in the money" relative to the per-share value of the merger consideration as determined pursuant to the merger agreement will be cancelled and converted into the right to receive the merger consideration for each share with respect to a number of shares of SRC common stock subject to the option, less a number of shares of SRC common stock equal to the value of the aggregate exercise price of such option (less required tax withholdings). Immediately prior to the effective time of the merger, each then outstanding option to purchase shares of SRC common stock that is "out of the money" relative to the per-share value of the merger consideration as determined pursuant to the merger agreement will be cancelled in exchange for no consideration.

SRC Stock Bonus Awards

        Immediately prior to the effective time of the merger, each then outstanding Stock Bonus award, whether vested or unvested, will become fully vested and will be cancelled and converted into the right to receive the merger consideration in respect of each share of SRC common stock subject to the award (less required tax withholdings).

Recommendation of the PDC Board of Directors and PDC's Reasons for the Merger (page 76)

        The PDC board unanimously recommends that you vote "FOR" the PDC merger proposal and "FOR" the PDC issuance proposal. For the factors considered by the PDC board in reaching this decision and additional information on the recommendation of the PDC board, see the section entitled "The Merger—Recommendation of the PDC Board of Directors and PDC's Reasons for the Merger" beginning on page 76.

Recommendation of the SRC Board of Directors and SRC's Reasons for the Merger (page 88)

        The SRC board unanimously recommends that you vote "FOR" the SRC merger proposal, "FOR" the non-binding compensation proposal and "FOR" the adjournment proposal. For the factors considered by the SRC board in reaching this decision and additional information on the recommendation of the SRC board, see the section entitled "The Merger—Recommendation of the SRC Board of Directors and SRC's Reasons for the Merger" beginning on page 88.

Opinions of Financial Advisors (page 80)

Opinion of J.P. Morgan, PDC's financial advisor

        PDC retained J.P. Morgan Securities LLC ("J.P. Morgan") as its financial advisor in connection with the proposed merger.

        At the meeting of the PDC board of directors on August 25, 2019, J.P. Morgan rendered its oral opinion to the PDC board of directors that, as of such date and based upon and subject to the various factors, assumptions and limitations set forth in the opinion, the exchange ratio applicable to the conversion of each outstanding share of SRC common stock into PDC common stock in the proposed merger was fair, from a financial point of view, to PDC. J.P. Morgan confirmed its August 25, 2019, oral opinion by delivering its written opinion, dated August 25, 2019, to the PDC board of directors that, as of such date, the exchange ratio in the proposed merger was fair, from a financial point of view, to PDC.

        The full text of the written opinion of J.P. Morgan, dated August 25, 2019, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing the opinion, is attached as Annex B to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. PDC's stockholders are urged to read the opinion in its entirety. J.P. Morgan's opinion was addressed to the PDC board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, was directed only to the exchange ratio in the proposed merger and did not address any other aspect of the proposed merger. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the proposed merger to the holders of any class of securities, creditors or other constituencies of PDC or as to the underlying decision by PDC to engage in the proposed merger. The issuance of J.P. Morgan's opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of PDC as to how such stockholder should vote with respect to the proposed merger or any other matter. For a description of the opinion that the PDC board of directors received from J.P. Morgan, see the section entitled "The Merger—Opinion of J.P. Morgan, PDC's Financial Advisor" beginning on page 80.

Opinions of Citi and Goldman Sachs, SRC's financial advisors

Opinion of Citi

        The SRC board retained Citigroup Global Markets Inc. (which we refer to as "Citi") as financial advisor to SRC in connection with the merger. In connection with the engagement of Citi, the SRC board requested that Citi evaluate the fairness, from a financial point of view, to holders (other than PDC and its affiliates) of SRC common stock of the exchange ratio provided for in the merger agreement. On August 25, 2019, at a meeting of the SRC board at which the merger was approved, Citi rendered to the SRC board an oral opinion, subsequently confirmed by delivery of a written opinion dated August 25, 2019, to the effect that, as of the date of its opinion and based on and subject to the matters described in its opinion, the exchange ratio was fair, from a financial point of view, to holders (other than PDC and its affiliates) of SRC common stock.

        The full text of Citi's written opinion, dated August 25, 2019, which describes the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, is attached to this joint proxy statement/prospectus as Annex C and is incorporated into this joint proxy statement/prospectus by reference. The description of Citi's opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of Citi's opinion. Citi's opinion was addressed to, and provided for the information of the SRC board (in its

capacity as such) in connection with its evaluation of the exchange ratio from a financial point of view and did not address any other terms, aspects or implications of the merger. Citi expressed no view as to, and its opinion did not address, the underlying business decision of SRC to effect or enter into the merger, the relative merits of the merger as compared to any alternative business strategies that might exist for SRC or the effect of any other transaction in which SRC might engage or consider. Citi's opinion is not intended to be and does not constitute a recommendation to any securityholder as to how such securityholder should vote or act on any matters relating to the merger or otherwise. For a description of the opinion that the SRC board received from Citi, see "The Merger—Opinions of Citi and Goldman Sachs, SRC's Financial Advisors" and Annex C.

Opinion of Goldman Sachs

        Goldman Sachs & Co. LLC (which we refer to as "Goldman Sachs") delivered its opinion to the SRC board that, as of August 25, 2019 and based upon and subject to the factors and assumptions set forth therein, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to the holders (other than PDC and its affiliates) of shares of SRC common stock.

        The full text of the written opinion of Goldman Sachs, dated August 25, 2019, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex D. Goldman Sachs provided its opinion for the information and assistance of the SRC board in connection with its consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any holder of shares of SRC common stock should vote with respect to the merger or any other matter. For a description of the opinion that the SRC board received from Goldman Sachs, see "The Merger—Opinions of Citi and Goldman Sachs, SRC's Financial Advisors" and Annex D.

Special Meeting of PDC Stockholders (page 57)

Date, Time, Place and Purpose of the PDC Special Meeting

        The PDC special meeting will be held on January 13, 2020, at 8:00 a.m., Mountain Time, at the Denver Financial Center at 1775 Sherman Street, Denver, CO 80203. The purpose of the PDC special meeting is to consider and vote on the PDC merger proposal and the PDC issuance proposal. Adoption and approval of the PDC merger proposal and the PDC issuance proposal by PDC stockholders is a condition to the obligation of PDC and SRC to complete the merger.

Record Date and Outstanding Shares of PDC Common Stock

        Only stockholders of record of issued and outstanding shares of PDC common stock as of the close of business on November 29, 2019 (which we refer to as the "PDC record date") are entitled to notice of, and to vote at, the PDC special meeting or any subsequent reconvening of the PDC special meeting following any adjournments and postponements of the PDC special meeting.

        As of the PDC record date, there were 61,616,700 shares of PDC common stock issued and outstanding and entitled to vote at the PDC special meeting. You may cast one vote for each share of PDC common stock that you held as of the close of business on the PDC record date.

        A complete list of PDC stockholders entitled to vote at the PDC special meeting will be available for inspection at PDC's principal office at 1775 Sherman Street, Suite 3000, Denver, CO 80203 during regular business hours for a period of no less than 10 days before the PDC special meeting and during the PDC special meeting at the Denver Financial Center at 1775 Sherman Street, Denver, CO 80203.

Quorum; Abstentions and Broker Non-Votes

        A quorum of PDC stockholders is necessary for PDC to hold a valid meeting. The presence at the PDC special meeting, in person or by proxy, of the holders of a majority of the outstanding shares of PDC common stock entitled to vote at the PDC special meeting constitutes a quorum.

        If you submit a properly executed proxy card, even if you do not vote for the proposal or vote to "abstain" in respect of the proposal, your shares of PDC common stock will be counted for purposes of determining whether a quorum is present for the transaction of business at the PDC special meeting. Broker non-votes will not be considered present and entitled to vote at the PDC special meeting for the purpose of determining the presence of a quorum.

        Executed but unvoted proxies will be voted in accordance with the recommendation of the PDC board.

Required Vote to Adopt and Approve the PDC Merger Proposal and the PDC Issuance Proposal

        Adoption and approval of the PDC merger proposal requires the affirmative vote of the holders of a majority of the outstanding PDC common stock, and approval of the PDC issuance proposal requires the affirmative vote of a majority of votes cast by PDC stockholders present in person or by proxy at the PDC special meeting and entitled to vote on such proposal. Abstentions will have the same effect as votes "AGAINST" each proposal. Broker non-votes and failures to vote will have the same effect as votes "AGAINST" the PDC merger proposal but will not have any effect on the outcome of the vote on the PDC issuance proposal.

        The PDC merger proposal and the PDC issuance proposal are described in the section entitled "PDC Proposals" beginning on page 62.

Voting by PDC Directors and Executive Officers

        As of the PDC record date, PDC directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 354,199 shares of PDC common stock, or approximately 0.57% of the total outstanding shares of PDC common stock as of the PDC record date.

        PDC currently expects that all of its directors and executive officers will vote their shares "FOR" the PDC merger proposal and the PDC issuance proposal.

Adjournment

        If a quorum is not present or if there are not sufficient votes for the approval of the PDC merger proposal and the PDC issuance proposal, PDC expects that the PDC special meeting will be adjourned by the chairman of the PDC special meeting to solicit additional proxies. At any subsequent reconvening of the PDC special meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the PDC special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

Special Meeting of SRC Shareholders (page 63)

Date, Time, Place and Purpose of the SRC Special Meeting

        The SRC special meeting will be held on January 13, 2020, at 8:00 a.m., Mountain Time, at the Denver Energy Center, Tower 2, 1625 Broadway, Denver, Colorado 80202. The purpose of the SRC special meeting is to consider and vote on the SRC merger proposal, the non-binding compensation proposal and the adjournment proposal. Approval of the SRC merger proposal is a condition to the obligation of SRC and PDC to complete the merger. Approval of the non-binding compensation proposal and the adjournment proposal is not a condition to the obligation of either SRC or PDC to complete the merger.

Record Date and Outstanding Shares of SRC Common Stock

        Only shareholders of record of issued and outstanding shares of SRC common stock as of the close of business on November 29, 2019 (which we refer to as the "SRC record date") are entitled to notice of, and to vote at, the SRC special meeting or any subsequent reconvening of the SRC special meeting following or any subsequent reconvening of the SRC special meeting following any adjournments and postponements of the SRC special meeting.

        As of the close of business on the SRC record date, there were 243,567,718 shares of SRC common stock issued and outstanding and entitled to vote at the SRC special meeting. You may cast one vote for each share of SRC common stock that you held as of the close of business on the SRC record date.

        A complete list of SRC shareholders entitled to vote at the SRC special meeting will be available for inspection at SRC's principal office at 1675 Broadway, Suite 2600, Denver, CO 80202 during regular business hours for a period of no less than 10 days before the SRC special meeting and during the SRC special meeting at the Denver Energy Center, Tower 2, 1625 Broadway, Denver, CO 80202.

Quorum; Abstentions and Broker Non-Votes

        A quorum of SRC shareholders is necessary for SRC to hold a valid meeting. The presence of the holders of one-third of the outstanding shares of SRC common stock entitled to vote at the special meeting, present in person or represented by proxy, constitutes a quorum.

        If you submit a properly executed proxy card, even if you do not vote for the proposal or vote to "abstain" in respect of the proposal, your shares of SRC common stock will be counted for purposes of determining whether a quorum is present for the transaction of business at the SRC special meeting. Broker non-votes will not be considered present and entitled to vote at the SRC special meeting for the purpose of determining the presence of a quorum.

        Executed but unvoted proxies will be voted in accordance with the recommendations of the SRC board.

Required Vote to Adopt and Approve the SRC Merger Proposal

        Adoption and approval of the SRC merger proposal requires the affirmative vote of a majority of the outstanding shares of SRC common stock entitled to vote on the proposal. Abstentions, broker non-votes and failures to vote will have the same effect as votes "AGAINST" the proposal.

        The SRC merger proposal is described in the section entitled "SRC Proposals" beginning on page 68.

Required Vote to Approve the Non-binding Compensation Proposal

        Approval of the non-binding compensation proposal requires that the votes cast in favor of the proposal exceed the votes cast against the proposal. Neither abstentions, broker non-votes nor failures to vote will have any effect on the outcome of the vote.

        The non-binding compensation proposal is described in the section entitled "SRC Proposals" beginning on page 68.

Required Vote to Approve the Adjournment Proposal

        Approval of the adjournment proposal requires that the votes cast in favor of the proposal exceed the votes cast against the proposal. Neither abstentions, broker non-votes nor failures to vote will have any effect on the outcome of the vote.

        The adjournment proposal is described in the section entitled "SRC Proposals" beginning on page 68.

Voting by SRC Directors and Executive Officers

        As of the SRC record date, SRC directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 1,943,818 shares of SRC common stock, or approximately 0.80% of the total outstanding shares of SRC common stock as of the SRC record date.

        SRC currently expects that all of its directors and executive officers will vote their shares "FOR" the SRC merger proposal, "FOR" the non-binding compensation proposal and "FOR" the adjournment proposal.

Adjournment

        If a quorum is not present or if there are not sufficient votes for the approval of the SRC merger proposal and the SRC shareholders approve the adjournment proposal, SRC expects that the SRC special meeting will be adjourned by the chairman of the meeting to solicit additional proxies in accordance with the merger agreement. At any subsequent reconvening of the SRC special meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the SRC special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent reconvening of the SRC special meeting.

Interests of PDC Directors and Executive Officers in the Merger (page 114)

        In considering the recommendation of the PDC board with respect to the PDC merger proposal and the PDC issuance proposal, PDC stockholders should be aware that the directors and executive officers of PDC have interests in the merger that may be different from, or in addition to, the interests of PDC stockholders generally. These interests are described in more detail in the section entitled "The Merger—Interests of PDC Directors and Executive Officers in the Merger" beginning on page 114. The members of the PDC board were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement, in unanimously approving the merger agreement and in determining to recommend that PDC stockholders approve the PDC merger proposal and the PDC issuance proposal.

Board of Directors and Management of PDC Following Completion of the Merger (page 114)

        In connection with the merger, PDC and SRC have agreed that two members of the SRC board, to be mutually agreed by PDC and SRC (the "SRC Designees"), will be appointed to the PDC board simultaneously with the effectiveness of the merger. PDC and SRC expect the SRC Designees to be Lynn A. Peterson and Paul J. Korus, subject to final agreement among the companies after consideration of independence and other factors. The closing of the merger is not expected to result in other changes to the PDC board or executive management. PDC will continue to be headquartered in Denver, Colorado.

Interests of SRC Directors and Executive Officers in the Merger (page 115)

        In considering the recommendation of the SRC board with respect to the SRC merger proposal, SRC shareholders should be aware that the directors and executive officers of SRC have certain interests in the merger that may be different from, or in addition to, the interests of SRC shareholders generally. The members of the SRC board were aware of these interests and considered these interests, among other matters, in evaluating and negotiating the merger agreement, in unanimously approving the merger agreement and in determining to recommend that SRC shareholders approve the SRC merger proposal.

        These interests include:

•

Immediately prior to the effective time of the merger, each then outstanding RSU award in respect of shares of SRC common stock, whether vested or unvested, will become fully vested and will be cancelled converted into the right to receive the merger consideration in respect of each share of SRC common stock subject to the award as of immediately prior to the effective time of the merger (less required tax withholdings);



•

Except for the New PSU awards, immediately prior to the effective time of the merger, each then outstanding Current PSU award in respect of shares of SRC common stock, whether vested or unvested, will become automatically vested at the target (i.e., 100%) level and will be cancelled and converted into the right to receive the merger consideration in respect of each share of SRC common stock subject to the award at target (less required tax withholdings);



•

Immediately prior to the effective time of the merger, each then outstanding option to purchase shares of SRC common stock will, whether vested or unvested, become fully vested, and each such option that is "in the money" relative to the per-share value of the merger consideration for each share as determined pursuant to the merger agreement will be cancelled and converted into the right to receive the merger consideration with respect to a number of shares of SRC common stock subject to the option, less a number of shares of SRC common stock equal to the value of the aggregate exercise price of such option (less required tax withholdings);



•

Immediately prior to the effective time of the merger, each then outstanding Stock Bonus award, whether vested or unvested, will become fully vested and will be cancelled and converted into the right to receive the merger consideration in respect of each share of SRC common stock subject to the award (less required tax withholdings);



•

Prior to closing, SRC will grant New PSU awards in respect of shares of SRC common stock at the times, to the individuals and on the terms and in the amounts specified in the merger agreement. Immediately prior to the effective time of the merger, each then outstanding New PSU award will be assumed or substituted by PDC and converted automatically into a performance stock unit award of PDC, subject to the same terms and conditions as were applicable to the New PSU awards immediately prior to the effective time of the merger. The number of shares of PDC common stock covered by such assumed awards will be equal to the number of SRC shares covered by such awards multiplied by the exchange ratio in the merger;



•

SRC may grant transaction bonuses (the "Transaction Bonuses") to SRC's executive officers and other employees, and to SRC's non-employee directors;



•

Annual cash incentive awards for 2019 will be paid at target at the earlier of the effective time of the merger and the time that they are normally paid, and if the merger occurs after December 31, 2019, executive officers may be entitled to pro-rated annual bonuses for 2020;



•

Mr. Peterson's employment agreement and severance compensation agreements with SRC's executive officers provide for enhanced severance payments and benefits upon a qualifying termination of employment in connection with the merger;



•

Two members of the SRC board will be appointed to the PDC board immediately after the effective time of the merger and paid remuneration consistent with PDC's director remuneration. The remaining directors will be eligible for a transaction bonus not to exceed an aggregate $150,000.00; and



•

SRC's directors and executive officers are entitled to continued indemnification and insurance coverage under the merger agreement.

        For a more complete description of these interests, see "The Merger—Interests of SRC Directors and Executive Officers in the Merger."

Conditions to the Completion of the Merger (page 156)

        Each party's obligation to complete the merger is subject to the satisfaction or waiver of the following mutual conditions:

•

PDC Stockholder Approval.  The PDC merger proposal must have been approved by the holders of a majority of the outstanding shares of common stock of PDC and the PDC issuance proposal must have been approved by the affirmative vote of a majority of PDC shares present in person or by proxy at the PDC special meeting and entitled to vote on the proposal.



•

SRC Shareholder Approval.  The SRC merger proposal must have been approved by the affirmative vote of a majority of the outstanding shares of SRC common stock entitled to vote on the SRC merger proposal.



•

Regulatory Approval.  Any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (which we refer to as the "HSR Act") applicable to the merger and the other transactions contemplated by the merger agreement must have expired or been terminated.



•

No Injunctions or Restraints.  No governmental entity of the United States or any state thereof having jurisdiction over PDC or SRC shall have issued any order, decree, ruling, injunction or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the merger and no law that makes the consummation of the merger illegal or otherwise prohibited shall have been adopted after the date of the merger agreement.



•

Effectiveness of the Registration Statement.  The registration statement, of which this joint proxy statement/prospectus forms a part, must have been declared effective by the SEC under the Securities Act and must not be the subject of any stop order or proceedings seeking a stop order.



•

Nasdaq Listing.  The shares of PDC common stock issuable to SRC shareholders pursuant to the merger agreement must have been authorized for listing on Nasdaq, upon official notice of issuance.

        The obligations of PDC to complete the merger are subject to the satisfaction or waiver of further conditions, including:

•

the accuracy of the representations and warranties of SRC contained in the merger agreement as of the date of the agreement and as of the closing date (other than representations that by their terms speak specifically as of another date or period of time), subject to the materiality standards provided in the merger agreement;



•

SRC having performed and complied with in all material respects all of its obligations under the merger agreement required to be performed or complied with at or prior to the effective time of the merger;



•

SRC having not experienced a "Company Material Adverse Effect" as defined in the merger agreement;



•

PDC having received a certificate of SRC signed by an executive officer of SRC, dated as of the closing date, confirming that the conditions set forth in the three bullets directly above have been satisfied; and

•

PDC having received an opinion of its outside counsel to the effect that the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code.

        The obligation of SRC to complete the merger is subject to the satisfaction or waiver of the following additional conditions:

•

the accuracy of the representations and warranties of PDC contained in the merger agreement as of the date of the agreement and as of the closing date (other than representations that by their terms speak specifically as of another date or period of time), subject to the materiality standards provided in the merger agreement;



•

PDC having performed and complied with in all material respects all of its respective obligations under the merger agreement required to be performed or complied with by it at or prior to the effective time of the merger;



•

PDC not having experienced at "Parent Material Adverse Effect" as that term is defined in the merger agreement;



•

SRC having received a certificate of PDC signed by an executive officer of PDC, dated as of the closing date, confirming that the conditions in the three bullets directly above have been satisfied; and



•

SRC having received an opinion of its outside counsel to the effect that the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code.

No Solicitation (page 137)

No Solicitation by PDC

        PDC has agreed that, from and after the date of the merger agreement, PDC will, and will cause its affiliates and subsidiaries, and its and their respective directors, officers and representatives to, immediately cease, and cause to be terminated, any solicitation, encouragement, discussion or negotiations that commenced prior to and were ongoing as of that date with respect to a PDC competing proposal (as defined in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—Definitions of Competing Proposals" beginning on page 143).

        PDC has also agreed that, from and after the date of the merger agreement until the effective time of the merger or the termination of the merger agreement, PDC will not, and will cause its affiliates and subsidiaries, and its and their respective directors, officers and representatives not to, and will not announce any intention to, directly or indirectly:

•

initiate, solicit or knowingly encourage or knowingly facilitate any inquiries, proposals, or offers regarding, or the making of a PDC competing proposal;



•

engage in any discussions or negotiations with any person with respect to a PDC competing proposal;



•

furnish any non-public information regarding PDC or its subsidiaries, or access to the properties, assets or employees of PDC or its subsidiaries, to any person in connection with or in response to a PDC competing proposal;



•

enter into any letter of intent or agreement in principle, or other agreement or commitment in respect of any proposal or offer that constitutes, or could reasonably be expected to lead to, a PDC competing proposal (other than a confidentiality agreement in accordance with the applicable terms of the merger agreement); or

•

resolve, agree or publicly propose to, or permit PDC or any of its subsidiaries or any of its or their representatives to agree or publicly propose to take any of the actions referred to in the bullets directly above.

        Notwithstanding the agreements described above, prior to, but not after, the time the PDC merger proposal and the PDC issuance proposal have been approved by PDC stockholders, PDC may engage in the second and third bullets directly above with any person if PDC receives a bona fide written PDC competing proposal that did not arise from a breach of the obligations described directly above and in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—Definitions of Competing Proposals" beginning on page 143; provided, however, that:

•

no non-public information that is prohibited from being furnished pursuant to the foregoing obligations may be furnished until PDC receives an executed confidentiality agreement from the person making such PDC competing proposal; and



•

prior to taking any such actions, the PDC board of directors determines in good faith, after consultation with PDC's financial advisor and outside legal counsel, that such PDC competing proposal is, or would reasonably be expected to lead to, a PDC superior proposal (as defined in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—PDC: No Solicitation Exceptions" beginning on page 140).

No Solicitation by SRC

        SRC has agreed that, from and after the date of the merger agreement, SRC will, and will cause its affiliates and subsidiaries, and its and their respective directors, officers and representatives to, immediately cease, and cause to be terminated, any solicitation, encouragement, discussion or negotiations that commenced prior to and were ongoing as of the date of the agreement with respect to an SRC competing proposal (as defined in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—Definitions of Competing Proposals" beginning on page 143).

        SRC has also agreed that, from and after the date of the merger agreement until the effective time of the merger or the termination of the merger agreement, SRC will not, and will cause its affiliates and subsidiaries, and its and their respective directors, officers and representatives not to, and will not announce any intention to, directly or indirectly:

•

initiate, solicit or knowingly encourage or knowingly facilitate any inquiries, proposals, or offers regarding, or the making of an SRC competing proposal;



•

engage in any discussions or negotiations with any person with respect to an SRC competing proposal;



•

furnish any non-public information regarding SRC or its subsidiaries, or access to the properties, assets or employees of SRC or its subsidiaries, to any person in connection with or in response to an SRC competing proposal;



•

enter into any letter of intent or agreement in principle, or other agreement or commitment in respect of any proposal or offer that constitutes, or could reasonably be expected to lead to, an SRC competing proposal (other than a confidentiality agreement in accordance with the applicable terms of the merger agreement); or



•

resolve, agree or publicly propose to, or permit SRC or any of its subsidiaries or any of its or their representatives to agree or publicly propose to take any of the actions referred to in the bullets directly above.

        Notwithstanding the agreements described above, prior to, but not after, the time the SRC merger proposal has been approved by SRC shareholders, SRC may engage in the second and third bullets

directly above with any person if SRC receives a bona fide written SRC competing proposal that did not arise from a breach of the obligations described directly above and in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—Definitions of Competing Proposals" beginning on page 143; provided, however, that:

•

no non-public information that is prohibited from being furnished pursuant to the foregoing obligations may be furnished until SRC receives an executed confidentiality agreement from the person making such SRC competing proposal; and



•

prior to taking any such actions, the SRC board of directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that such SRC competing proposal is, or would reasonably be expected to lead to, an SRC superior proposal (as defined in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—SRC: No Solicitation Exceptions" beginning on page 137).

Changes of Recommendation (page 138)

PDC Restrictions on Changes of Recommendation

        Subject to certain exceptions described below, the PDC board of directors may not effect a PDC recommendation change (as defined in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—PDC: Restrictions on Changes of Recommendation" beginning on page 141).

SRC Restrictions on Changes of Recommendation

        Subject to certain exceptions described below, the SRC board of directors may not effect an SRC recommendation change (as defined in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—SRC: Restrictions on Changes of Recommendation" beginning on page 138).

PDC: Permitted Changes of Recommendation and Permitted Termination to Enter into a PDC Superior Proposal

        Prior to, but not after, the time that the PDC merger proposal and the PDC issuance proposal have been approved by PDC stockholders, in response to a bona fide written PDC competing proposal from a third party that did not arise from a breach of the "no solicitation" obligations described above and in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—No Solicitation by PDC," the PDC board of directors may effect a PDC recommendation change or terminate the merger agreement if:

•

the PDC board of directors determines in good faith, after consultation with PDC's financial advisor and outside legal counsel, that such PDC competing proposal is a PDC superior proposal (taking into account any adjustment in terms and conditions of the merger proposed by SRC in response to such PDC competing proposal) and that failure to take such action would be reasonably likely to be inconsistent with the fiduciary obligations owed by the PDC board of directors to the PDC stockholders under applicable law; and



•

PDC provides SRC written notice of such proposed action and the basis of such proposed action five business days in advance and complies with certain obligations, each as described in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—PDC: Permitted Changes of Recommendation and Permitted Termination to Enter into a PDC Superior Proposal" beginning on page 142.

PDC: Permitted Changes of Recommendation in Connection with Intervening Events

        Prior to, but not after, the time that the PDC merger proposal and the PDC issuance proposal have been approved by PDC stockholders, if a PDC intervening event (as defined in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—PDC: Permitted Changes of Recommendation in Connection with Intervening Events" beginning on page 142) occurs or arises after the date of the merger agreement, PDC may effect a PDC recommendation change if:

•

the PDC board of directors determines in good faith, after consultation with PDC's financial advisor and outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with the fiduciary obligations owed by the PDC board of directors to the PDC stockholders under applicable law; and



•

PDC provides SRC written notice of such proposed action and the basis of such proposed action five business days in advance and complies with certain obligations, each as described in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation" beginning on page 137.

SRC: Permitted Changes of Recommendation and Permitted Termination to Enter into an SRC Superior Proposal

        Prior to, but not after, the SRC merger proposal has been approved by SRC shareholders, in response to a bona fide written SRC competing proposal from a third party that did not arise from a breach of the "no solicitation" obligations described above and in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—No Solicitation by SRC," the SRC board of directors may effect an SRC recommendation change or terminate the merger agreement if:

•

the SRC board of directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that such SRC competing proposal is an SRC superior proposal (taking into account adjustment in terms and conditions of the merger proposed by PDC in response to such SRC competing proposal) and that the failure to take such action would be reasonably likely to be inconsistent with the fiduciary obligations owed by the SRC board of directors to the SRC shareholders under applicable law; and



•

SRC provides PDC written notice of such proposed action and the basis of such proposed action five business days in advance and complies with certain obligations, each as described in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—SRC: Permitted Changes of Recommendation and Permitted Termination to Enter into an SRC Superior Proposal" beginning on page 138.

SRC: Permitted Changes of Recommendation in Connection with Intervening Events

        Prior to, but not after, the time the SRC merger proposal has been approved by SRC shareholders, in response to an SRC intervening event (as defined in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—SRC: Permitted Changes of Recommendation in Connection with Intervening Events" beginning on page 139) that occurs or arises after the date of the merger agreement, SRC may effect an SRC recommendation change if:

•

the SRC board of directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that failure to take such action would be reasonably likely to be inconsistent with the fiduciary obligations owed by the SRC board of directors to the SRC shareholders under applicable law; and



•

SRC provides PDC written notice of such proposed action and the basis of such proposed action five business days in advance and complies with certain obligations, each as described in the

section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—SRC: Permitted Changes of Recommendation in Connection with Intervening Events" beginning on page 139.

Termination (page 159)

        PDC and SRC may terminate the merger agreement and abandon the merger at any time prior to the effective time of the merger by mutual written consent of PDC and SRC.

        The merger agreement may also be terminated by either PDC or SRC at any time prior to the effective time of the merger in any of the following situations:

•

if any governmental entity of the United States or any state thereof having jurisdiction over any party has issued any order, decree, ruling or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the merger and such order, decree, ruling or injunction or other action has become final and nonappealable, or if any law has been adopted that permanently makes the consummation of the merger illegal or otherwise permanently prohibited;



•

upon an end date termination event (as defined in the section entitled "The Merger Agreement—Termination—Termination Rights" beginning on page 159);



•

upon a PDC terminable breach event or SRC terminable breach event (as each term is defined in the section entitled "The Merger Agreement—Termination—Termination Rights" beginning on page 159); or



•

upon an SRC shareholder approval termination event or a PDC stockholder approval termination event (as each term is defined in the section entitled "The Merger Agreement—Termination—Termination Rights" beginning on page 159).

        In addition, the merger agreement may be terminated by PDC:

•

if prior to the time the SRC merger proposal has been approved by SRC shareholders, the SRC board of directors has effected an SRC recommendation change; or



•

upon a PDC superior proposal termination event (as defined in the section entitled "The Merger Agreement—Termination—Termination Rights" beginning on page 159), subject to PDC's payment of the reverse termination fee (as defined in the section entitled "Summary—Expenses and Termination Fees" beginning on page 30).

        Further, the merger agreement may be terminated by SRC:

•

if prior to the time the PDC merger proposal and the PDC issuance proposal have been approved by PDC stockholders, if the PDC board of directors has effected a PDC recommendation change; or



•

upon an SRC superior proposal termination event (as defined in the section entitled "The Merger Agreement—Termination—Termination Rights" beginning on page 159), subject to SRC's payment of the termination fee (as defined in the section entitled "Summary—Expenses and Termination Fees" beginning on page 30).

Expenses and Termination Fees (page 160)

Termination Fees Payable by PDC

        The merger agreement requires PDC to pay SRC a termination fee of $55.0 million (which we refer to as the "reverse termination fee") if:

•

SRC terminates the merger agreement due to a PDC recommendation change;



•

PDC terminates the merger agreement due to a PDC superior proposal termination event;



•

(i) PDC or SRC terminates the merger agreement due to a PDC stockholder approval termination event or an end date termination event or SRC terminates the merger agreement due to a PDC terminable breach event, (ii) on or before the date of any such termination a PDC competing proposal shall have been publicly announced or disclosed or otherwise communicated to the PDC board prior to the PDC stockholders meeting and (iii) within 12 months after the date of such termination, PDC enters into a definitive agreement with respect to a PDC competing proposal or consummates any transaction meeting the parameters of a PDC competing proposal. For purposes of this paragraph, any reference in the definition of PDC competing proposal to "20%" will be deemed to be a reference to "more than 60%."

        In no event will PDC be required to pay the reverse termination fee on more than one occasion.

Termination Fees Payable by SRC

        The merger agreement requires SRC to pay PDC a termination fee of $35.0 million (which we refer to as the "termination fee") if:

•

PDC terminates the merger agreement due to an SRC recommendation change;



•

SRC terminates the merger agreement due to an SRC superior proposal event;



•

(i) (A) PDC or SRC terminates the merger agreement due to an SRC shareholder approval termination event or an end date termination event or (B) PDC terminates the merger agreement due to an SRC terminable breach event, (ii) on or before the date of any such termination an SRC competing proposal shall have been publicly announced or disclosed or otherwise communicated to the SRC board prior to the SRC shareholders meeting and (iii) within 12 months after the date of such termination, SRC enters into a definitive agreement with respect to an SRC competing proposal or consummates any transaction meeting the parameters of an SRC competing proposal. For purposes of this paragraph, any reference in the definition of SRC competing proposal to "20%" will be deemed to be a reference to "more than 60%."

        In no event will SRC be required to pay the termination fee on more than one occasion.

Expenses

        If the merger agreement is terminated because of a failure of SRC's shareholders or PDC's stockholders to adopt and approve the proposals required to complete the merger, SRC and PDC, as applicable, may be required to reimburse the other party for its actual transaction expenses in an amount not to exceed $10.0 million.

Appraisal Rights/Dissenters' Rights in the Merger (page 121)

        Appraisal rights, which are also sometimes known as dissenters' rights, are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined

immediately prior to the effective time of the merger in cash, instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction.

        Under Delaware law, PDC stockholders are not entitled to appraisal rights in connection with the merger or the issuance of shares of PDC common stock as contemplated by the merger agreement.

        Under Colorado law, SRC shareholders are not entitled to dissenters' rights in connection with the merger.

Material U.S. Federal Income Tax Consequences of the Merger (page 163)

        SRC and PDC intend for the merger to qualify as a "reorganization" within the meaning of Section 368(a) of the Code. It is a condition to each party's obligation to complete the merger that each of PDC and SRC receive an opinion of its respective outside counsel to the effect that the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. Provided the merger qualifies as a "reorganization" U.S. holders (as defined in the section entitled "Material U.S. Federal Income Tax Consequences of the Merger") of shares of SRC common stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon receipt of PDC common stock in exchange for SRC common stock in the merger (other than gain or loss, if any, with respect to any cash received in lieu of a fractional share of PDC common stock). The material U.S. federal income tax consequences of the merger are discussed in more detail in the section entitled "Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 163. The discussion of the material U.S. federal income tax consequences contained in this joint proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the merger that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws.

        TAX MATTERS ARE COMPLICATED AND THE TAX CONSEQUENCES OF THE MERGER WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES AS A RESULT OF THE MERGER TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Litigation Relating to the Merger (page 122)

        On October 4, 2019 and October 11, 2019, purported shareholders of SRC filed putative class action lawsuits against the members of the SRC board, SRC, and PDC in Colorado District Court in Arapahoe County and Denver County, captioned Robert Garfield v. Lynn A. Peterson, et al., Case No. 2019CV32360 (which we refer to as the "Garfield complaint") and George Korol v. SRC Energy Inc., et al., Case No. 2019CV33933 (which we refer to as the "Korol complaint" and together with the Garfield complaint, the "state law complaints"). The plaintiffs in the state law complaints generally claim that (i) SRC and the members of the SRC board breached their fiduciary duties to SRC shareholders by authorizing the merger with PDC for what the plaintiffs assert is inadequate consideration and pursuant to an unfair process and with inadequate disclosures and (ii) PDC aided and abetted the other defendants' alleged breach of duties. The plaintiffs seek, among other things, to rescind the transaction or obtain rescissory damages if the merger is consummated, to recover other unspecified damages, including recover attorneys' fees and costs, and to obtain injunctive relief.

        On October 8, 2019 and October 11, 2019, purported shareholders of SRC filed putative class action lawsuits against SRC, the members of the SRC board, and PDC in the United States District Court, District of Delaware, captioned Patrick Plumley v. SRC Energy Inc., et al., Case No. 1:19-mc-01912 (which we refer to as the "Plumley complaint") and Juan Aguirre v. SRC Energy Inc., et al., Case No. 1:19-mc-01934 (which we refer to as the "Aguirre complaint"). On November 8, 2019, purported shareholders of SRC filed putative class action lawsuits against SRC and the members of the

SRC board in the United States District Court, District of Colorado, captioned Waynick v. SRC Energy Inc. et al., Case No. 1:19-cv-03173 (which we refer to as the "Waynick complaint") and Ben-Yosef v. SRC Energy Inc. et al., Case No. 1:19-cv-03182 (which we refer to as the "Ben-Yosef complaint" and together with the Plumley complaint, the Aguirre complaint, and the Waynick complaint, the "federal law complaints"). The plaintiffs in the federal law complaints generally claim that the defendants disseminated a false or misleading registration statement regarding the proposed merger in violation of Section 14(a) and Section 20(a) of the Exchange Act and/or Rule 14a-9 promulgated under the Exchange Act. The plaintiffs seek, among other things, injunctive relief to prevent consummation of the merger until the alleged disclosure violations are cured, damages in the event the merger is consummated, and an award of attorney's fees.

        Additional lawsuits arising out of the merger may be filed in the future. The defendants believe that these actions are without merit and intend to defend vigorously against the pending lawsuits and any other lawsuits challenging the merger. However, there can be no assurance that defendants will be successful in the outcome of the pending or any potential future lawsuit. For more information regarding the state law complaints, the federal law complaints and the risks associated with these complaints and any other similar litigation, see the sections entitled "The Merger—Litigation Relating to the Merger" beginning on page 122 and "Risk Factors—Risk Factors Relating to the Merger—Lawsuits have been filed against SRC, the directors of SRC and PDC regarding the merger, which could result in substantial costs and may delay or prevent the merger from being completed" beginning on page 47.

Comparison of Rights of Stockholders of PDC and Shareholders of SRC (page 180)

        The rights of SRC shareholders who receive shares of PDC common stock in the merger will be governed by the certificate of incorporation of PDC (which we refer to as the "PDC certificate of incorporation" or the "PDC charter"), and the bylaws of PDC (which we refer to as the "PDC bylaws"), which are governed by Delaware law, rather than by the articles of incorporation of SRC (which we refer to as the "SRC articles of incorporation" or the "SRC charter"), and the bylaws of SRC (which we refer to as the "SRC bylaws"), which are governed by Colorado law. As a result, SRC shareholders will have different rights once they become PDC stockholders due to the differences in the organizational documents of SRC and PDC and the differences between Colorado and Delaware law. The key differences are described in the section entitled "Comparison of Rights of Stockholders of PDC and Shareholders of SRC" beginning on page 180.

Listing of PDC Shares; Delisting and Deregistration of SRC Shares (page 120)

        If the merger is completed, the shares of PDC common stock to be issued in the merger will be listed for trading on Nasdaq, shares of SRC common stock will be delisted from the NYSE American and deregistered under the Exchange Act, and SRC will no longer be required to file periodic reports with the SEC pursuant to the Exchange Act.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA OF PDC

        The following table sets forth PDC's selected consolidated historical financial and operating data that has been derived from its consolidated financial statements (1) as of and for the years ended December 31, 2018, 2017, 2016, 2015 and 2014 and (2) as of and for the nine months ended September 30, 2019 and September 30, 2018. The information set forth below is only a summary and is not necessarily indicative of the results of future operations of PDC nor does it include the effects of the merger. You should read this financial information together with PDC's consolidated financial statements, the related notes and the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" in its Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 28, 2019, and Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2019 filed on May 2, 2019, for the quarterly period ended June 30, 2019 filed on August 8, 2019 and for the quarterly period ended September 30, 2019 filed on November 7, 2019, each of which is incorporated into this joint proxy statement/prospectus by reference.

        The selected statement of operations data for the years ended December 31, 2018, 2017 and 2016 and selected balance sheet data as of December 31, 2018 and 2017 have been derived from PDC's audited consolidated financial statements for such years, which have been incorporated by reference into this joint proxy statement/prospectus. The selected statement of operations data for the years ended December 31, 2015 and 2014 and selected balance sheet data as of December 31, 2016, 2015 and 2014 have been derived from PDC's audited consolidated financial statements for such years, which have not been included or incorporated by reference into this joint proxy statement/prospectus. The selected statement of operations data for the nine months ended September 30, 2019 and 2018 and selected balance sheet data as of September 30, 2019 has been derived from PDC's unaudited consolidated financial statements as of September 30, 2019, which have been incorporated by reference into this joint proxy statement/prospectus. The selected balance sheet data as of September 30, 2018 has been derived from PDC's unaudited consolidated financial statements as of September 30, 2018, which have not been incorporated by reference into this joint proxy statement/prospectus. For

additional information, see the sections entitled "Where You Can Find More Information" and "Information Incorporated by Reference," beginning on pages 191 and 192, respectively.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA OF SRC

        The following table sets forth SRC's selected consolidated historical financial and operating data that has been derived from SRC's consolidated financial statements (1) as of and for the years ended December 31, 2018, 2017, and 2016; (2) as of and for the four months ended December 31, 2015; (3) as of and for the years ended August 31, 2015 and 2014; and (4) as of and for the nine months ended September 30, 2019 and September 30, 2018. The information set forth below is only a summary and is not necessarily indicative of the results of future operations of SRC nor does it include the effects of the merger. You should read this financial information together with SRC's consolidated financial statements, the related notes and the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" in its Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 20, 2019, and Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2019 filed on May 1, 2019, for the quarterly period ended June 30, 2019 filed on July 31, 2019 and for the quarterly period ended September 30, 2019 filed on November 6, 2019, each of which is incorporated into this joint proxy statement/prospectus by reference. The selected statement of operations data for the four months ended December 31, 2015 and the years ended August 31, 2015 and 2014, and selected balance sheet data as of December 31, 2016 and 2015 and August 31, 2015 and 2014 have been derived from SRC's audited consolidated financial statements for such years, which have not been incorporated into this joint proxy statement/prospectus by reference. The selected historical consolidated financial data for the nine months ended September 30, 2019 and 2018 and as of September 30, 2019 have been derived from SRC's unaudited consolidated financial data included in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, which is incorporated into this joint proxy statement/prospectus by reference. The selected balance sheet data as of September 30, 2018 has been derived from SRC's unaudited consolidated financial statements as of September 30, 2018, which have not been incorporated by reference herein. For additional information, see the sections entitled "Where You Can

Find More Information" and "Information Incorporated by Reference," beginning on pages 191 and 192, respectively.

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

        The following summary unaudited pro forma condensed combined balance sheet data give effect to the proposed merger as if it had occurred on September 30, 2019, while the unaudited pro forma condensed combined statements of operations data for the year ended December 31, 2018 and the nine months ended September 30, 2019 are presented as if the merger had occurred on January 1, 2018. The following summary unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only, reflect merger-related pro forma adjustments, based on available information and certain assumptions that PDC believes are reasonable, and is not necessarily indicative of what the combined company's financial position or results of operations actually would have been had the merger occurred as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled "Risk Factors" beginning on page 41. The following summary unaudited pro forma condensed combined financial information should be read in conjunction with the section titled "Unaudited Pro Forma Condensed Combined Consolidated Financial Statements" beginning on page 167 and the related notes.

 

SUMMARY PRO FORMA OIL, NATURAL GAS AND NGL RESERVE INFORMATION AND PRODUCTION DATA

        The following tables present the estimated pro forma combined net proved developed and undeveloped oil, natural gas and NGL reserves as of December 31, 2018, giving effect to the merger as if it had been completed on December 31, 2018. The pro forma production information set forth below gives effect to the merger as if it had been completed on January 1, 2018. The following summary pro forma oil, natural gas, and NGL reserve information and production data has been prepared for illustrative purposes only and is not intended to be a projection of future results of the combined company. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled "Risk Factors" beginning on page 41. The summary pro forma oil, natural gas, and NGL reserve information and production data should be read in conjunction with the section titled "Unaudited Pro Forma Condensed Combined Consolidated Financial Statements" beginning on page 167 and the related notes included in this joint proxy statement/prospectus.

 

 

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

        The following table presents PDC's and SRC's historical and pro forma per share data for the year ended December 31, 2018 and as of and for the nine months ended September 30, 2019. The pro forma per share data for the year ended December 31, 2018 and as of and for the nine months ended September 30, 2019 are presented as if the merger had been completed on January 1, 2018. The information provided in the table below is unaudited.

        Historical per share data of PDC for the year ended December 31, 2018 and the nine months ended September 30, 2019 was derived from PDC's historical financial statements for the respective periods. Historical per share data of SRC for the year ended December 31, 2018 and the nine months ended September 30, 2019 was derived from SRC's historical financial statements for the respective periods. This information should be read together with the historical consolidated financial statements and related notes of PDC and SRC filed by each with the SEC, and that are incorporated into this joint proxy statement/prospectus by reference. For additional information, see the section entitled "Where You Can Find More Information" beginning on page 191.

        Unaudited pro forma combined per share data for the year ended December 31, 2018 and the nine months ended September 30, 2019 was derived and should be read in conjunction with the unaudited pro forma condensed combined financial statements included in the section entitled "Unaudited Pro Forma Condensed Combined Consolidated Financial Statements" beginning on page 167. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the merger had been completed as of the beginning of the period.