PDCE PDC Energy, Inc.

Risks

• The transactions contemplated by the Merger Agreement are subject to conditions that may not be satisfied on a timely basis or at all. Failure to complete the transactions contemplated by the Merger Agreement could have material and adverse effects on us.
• We will be subject to business uncertainties while the SRC Acquisition is pending, which could adversely affect our business.
• Our shareholders will have a reduced ownership in the combined company after the SRC Acquisition and may exercise less influence over the policies of the combined company.
• The market price of shares of our common stock may decline in the future as a result of the sale of shares of our common stock held by former SRC shareholders or our current shareholders.
• The Merger Agreement limits our ability to pursue alternatives to the SRC Acquisition.
• Even if the SRC Acquisition is completed, we may not achieve the anticipated benefits and the SRC Acquisition may disrupt our current plans or operations.
• We are expected to incur significant transaction costs in connection with the SRC Acquisition, which may be in excess of those we currently anticipate.
• Investigations regarding the merger could result in one or more lawsuits against the SRC board, SRC and/or PDC, and other lawsuits may be filed against SRC, PDC and/or their respective boards challenging the merger. An adverse ruling in any such lawsuit may prevent the merger from being completed.
• 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.
• After the SRC Acquisition is completed, PDC will be proportionally more exposed to regulatory risks associated with oil and gas operations in Colorado and other risks associated with a more geographically-concentrated asset base.