SCHEDULE 13G/A: Statement of Beneficial Ownership by Certain Investors
Published on May 29, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Diversified Energy Co PLC
(Name of Issuer) |
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Common Stock
(Title of Class of Securities) |
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G2891G204
(CUSIP Number) |
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05/09/2025
(Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G2891G204 |
| 1 | Names of Reporting Persons
FS Specialty Lending Fund
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,949,906.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.9 %
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| 12 | Type of Reporting Person (See Instructions)
OO
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Comment for Type of Reporting Person: This amendment is being filed because the percentage of class beneficially owned by FS Specialty Lending Fund fell below 5% as of May 9, 2025 (the "Effective Date"). This Schedule 13G shows the number of shares beneficially owned by FS Specialty Lending as of the Effective Date.
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SCHEDULE 13G
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| CUSIP No. | G2891G204 |
| 1 | Names of Reporting Persons
FS/EIG Advisor, LLC
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,949,906.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.9 %
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| 12 | Type of Reporting Person (See Instructions)
IA
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Comment for Type of Reporting Person: This amendment is being filed because the percentage of class beneficially owned by FS/EIG Advisor, LLC fell below 5% as of the Effective Date. This Schedule 13G shows the number of shares beneficially owned by FS/EIG Advisor, LLC as of the Effective Date.
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SCHEDULE 13G
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| CUSIP No. | G2891G204 |
| 1 | Names of Reporting Persons
FS Investment Advisor, LLC
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,949,906.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.9 %
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| 12 | Type of Reporting Person (See Instructions)
OO
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Comment for Type of Reporting Person: This amendment is being filed because the percentage of class beneficially owned by FS Investment Advisor, LLC fell below 5% as of the Effective Date. This Schedule 13G shows the number of shares beneficially owned by FS Investment Advisor, LLC as of the Effective Date.
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SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Diversified Energy Co PLC
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| (b) | Address of issuer's principal executive offices:
1600 Corporate Drive Birmingham, AL, 35242
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| Item 2. | ||
| (a) | Name of person filing:
This Statement is filed on behalf of the following persons (collectively, the "Reporting Persons"):
FS Specialty Lending Fund
FS/EIG Advisor, LLC
FS Investment Advisor, LLC
This Statement relates to common shares (the "Shares") of Diversified Energy Co PLC (the "Company") owned by FS Specialty Lending Fund through its wholly-owned subsidiary FSEP Investments, Inc. FS/EIG Advisor, LLC is the investment adviser to FS Specialty Lending Fund. FS Investment Advisor, LLC is a member of FS/EIG Advisor, LLC and is responsible for appointing the investment committee members responsible for making investment decisions with respect to the Shares. This amendment was filed to reflect the sale of 139,748 Shares between March 14, 2025 and May 9, 2025 (the "Effective Date"), which caused the Reporting Persons' beneficial interest to fall below 5% of the Company's outstanding Shares as of the Effective Date.
With respect to Item 3 below, FS/EIG Advisor, LLC selects "[a]n investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E)."
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| (b) | Address or principal business office or, if none, residence:
The principal business office for all filing persons is:
c/o FS Investments
201 Rouse Boulevard
Philadelphia, PA 19112
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| (c) | Citizenship:
See Item 4 of each cover page.
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| (d) | Title of class of securities:
Common Stock
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| (e) | CUSIP No.:
G2891G204
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |
 An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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| (k) |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
3949906.00
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| (b) | Percent of class:
4.9% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0
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| (ii) Shared power to vote or to direct the vote:
3949906.00
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| (iii) Sole power to dispose or to direct the disposition of:
0
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| (iv) Shared power to dispose or to direct the disposition of:
3949906.00
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 2 hereof.
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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