United States securities and exchange commission logo





                               March 14, 2024

       Bradley Gray
       Chief Financial Officer
       Diversified Energy Company plc
       1600 Corporate Drive
       Birmingham, Alabama 35242

                                                        Re: Diversified Energy
Company plc
                                                            Schedule TO-I filed
February 26, 2024
                                                            File No. 005-94334

       Dear Bradley Gray:

                                                        We have reviewed your
filing and have the following comment(s).

              Please respond to this letter by providing the requested
information or advise us as soon
       as possible when you will respond. If you do not believe a comment
applies to your facts and
       circumstances, please tell us why in your response.

                                                        After reviewing your
response to our letter, we may have additional comments.

       General

   1.                                                   As reiterated to
counsel and representatives of the Company, due to the limitation on
                                                        participation in the
Tender Offer, the Tender Offer does not comply with the all-holders
                                                        requirement of Rule
13e-4(f)(8)(i), which requires that the Tender Offer be open to all
                                                        target security
holders, rather than just record holders. Refer to footnote 35 of Exchange
                                                        Act Release No. 23421
(July 11, 1986). In addition to this fundamental issue with the
                                                        structure of the Tender
Offer, we are providing herein additional comments relating to
                                                        elements of the
disclosure in the offer materials.
   2.                                                   As currently
structured, the Offer contemplates fixing the purchase price for the subject
                                                        securities on the
business day prior to the expiration date. Thus, the material terms of the
                                                        Offer will be unknown
until the business day prior to expiration. We refer to Item 4 of
                                                        Schedule TO and
corresponding Item 1004 of Regulation M-A. Referencing prior no-
                                                        action letters, staff
interpretative positions and any relevant facts unique to your Offer,
                                                        please provide an
analysis of how your Offer is in compliance with Rules 13e-4(f)(1)(ii)
                                                        and 14e-1(b).
   3.                                                   It appears you have not
provided the pro forma financial information required by Item
                                                        1010(b) of Regulation
M-A. Please explain why you do not believe that pro forma
 Bradley Gray
FirstName
DiversifiedLastNameBradley
            Energy Company Gray
                            plc
Comapany
March      NameDiversified Energy Company plc
       14, 2024
March2 14, 2024 Page 2
Page
FirstName LastName
         financial information is material in the context of this Offer, or
revise to provide it in the
         amended offer materials.
4.       Revise to explain what you mean by the statement in several places in
the offer materials
         that: "All Share purchase transactions by Stifel will be carried out
on the London Stock
         Exchange only."
Letter from the Chairman, page 6

5.       Revise to state with greater specificity the purpose of the Offer,
which we understand
         extends beyond the matters discussed in the Letter from the Chairman.
Refer to Item 6 of
         Schedule TO and Item 1006(a) of Regulation M-A.
Terms of the Tender Offer, page 12

6.       We note your disclosure that    the Company will not be required to
accept for payment,
         purchase or pay for any Shares tendered     if prior to the Closing
Date     the total
         number of Shares purchased pursuant to the Tender Price is more than
3,881,238 Shares.
         We note, however, that it does not appear that purchases would occur
prior to the Closing
         Date, as of which time all offer conditions must be satisfied or
waived. Please revise or
         advise.
7.       We note your disclosure on page 15 that (emphasis added)
Shareholders who submit a
         valid TTE instruction in respect of the Tender Offer will be deemed to
have irrevocably
         waived their right to receive their respective Entitlement.    Please
revise to clarify whether
         shareholders who tender and agree to forego their Entitlement but
later withdraw their
         tenders will have their Entitlement to the Q323 Dividend restored.
8.       Refer to paragraph 2.12 on page 16. Revise to state that the Tender
Offer is also subject
         to U.S. federal securities laws, including U.S tender offer rules.
Terms of the Tender Offer, page 12

9.       Refer to page 13. Explain what is meant by a "limitation on prices,"
or delete.
Transfer of Shares from DTC to CREST, page 18

10.      Provide an estimated time frame needed to transfer Shares from DTC to
CREST in order
         to participate in the Tender Offer.
11.      Disclose the amount of the "administration fee" that may be charged by
the Transfer
         Agent in connection with the transfer of Shares out of DTC and into
CREST, which is
         necessary for participation in the Tender Offer. Supplementally
analyze how this
         complies with the best price provisions of Rule 13e-4(f)(8)(ii).
Termination of the Tender Offer, page 21

12.      Revise to clarify what is meant by the possibility of "postponing" the
Tender Offer, as
 Bradley Gray
Diversified Energy Company plc
March 14, 2024
Page 3
        referenced at the bottom of page 21. If this is synonymous with
"extending" it, please
        clarify.
Parties Engaged in Solicitations, page 23

13.     Please disclose the itemized fees and expenses incurred in making the
Offer. Refer to Item
        9 of Schedule TO and Item 1009(a) of Regulation M-A.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

        Please direct any questions to Blake Grady at 202-551-8573 or Tina
Chalk at 202-551-
3263.



                                                             Sincerely,
FirstName LastNameBradley Gray
                                                             Division of
Corporation Finance
Comapany NameDiversified Energy Company plc
                                                             Office of Mergers
& Acquisitions
March 14, 2024 Page 3
cc:       David Miller, Esq.
FirstName LastName