As filed with the Securities and Exchange Commission on May 12, 2014
Registration No. 333-195230
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Parsley Energy, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1311
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46-4314192
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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500 W. Texas Ave., Tower I, Suite 200
Midland, Texas 79701
(432) 818-2100
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Colin W. Roberts
General Counsel
500 W. Texas Ave., Tower I, Suite 200
Midland, Texas 79701
(432) 818-2100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
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Douglas E. McWilliams
Matthew R. Pacey
Vinson & Elkins L.L.P.
1001 Fannin St., Suite 2500
Houston, Texas 77002-6760
(713) 758-2222
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J. Michael Chambers
Keith Benson
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
(713) 546-5400
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Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effective date
of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:
¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
¨
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered(1)
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Proposed Maximum
Offering Price Per
Share(2)
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Proposed Maximum
Aggregate
Offering Price(1)(2)
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Amount of
Registration Fee(3)
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Class A common stock, par value $0.01 per share
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50,485,000
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$18.00
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$908,730,000.00
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$117,044.42
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(1)
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Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended. Includes 6,585,000 additional shares of Class A common stock that the underwriters
have the option to purchase.
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(2)
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Estimated solely for the purpose of calculating the registration fee.
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(3)
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The Registrant previously paid $51,520.00 of the total registration fee in connection with the previous filing of this Registration Statement.
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The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this
Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these
securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED MAY 12, 2014
43,900,000 Shares
Parsley Energy, Inc.
Class A Common Stock
This is the initial
public offering of our Class A common stock. We are selling 36,363,636 shares of Class A common stock and the selling shareholders are selling 7,536,364 shares of Class A common stock. We will not receive any proceeds from
the sale of shares by the selling shareholders.
Prior to this offering, there has been no public market for our Class A common stock.
The initial public offering price of the Class A common stock is expected to be between $15.00 and $18.00 per share. We have been approved, subject to official notice of issuance, to list our Class A common stock on the New York Stock Exchange under
the symbol “PE.”
To the extent that the underwriters sell more than 43,900,000 shares of Class A common stock, the
underwriters have the option to purchase up to an additional 6,585,000 shares from us at the public offering price less the underwriting discount and commissions.
We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, we have elected to take advantage of certain reduced public company reporting
requirements for this prospectus and future filings. See “Risk Factors” and “Prospectus Summary—Emerging Growth Company Status.”
Investing in our Class A common stock involves risks. See “
Risk Factors
” on page 23.
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Price to
Public
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Underwriting
Discounts and
Commissions
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Proceeds to
Parsley
Energy, Inc.
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Proceeds to
the
Selling
Shareholders
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Per Share
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$
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$
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$
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$
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Total
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$
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$
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$
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$
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Delivery of the shares of Class A common stock will be made on or about
, 2014.
Neither the Securities and
Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Credit Suisse
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Goldman, Sachs & Co.
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J.P. Morgan
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Wells Fargo Securities
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Morgan Stanley
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Raymond James
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Tudor, Pickering, Holt & Co.
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RBC Capital Markets
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Global Hunter Securities
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Macquarie Capital
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Scotiabank / Howard Weil
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Simmons & Company
International
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Stephens Inc.
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The date of this prospectus is
, 2014.
TABLE OF CONTENTS
You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us or on our behalf
or to the information which we have referred you. Neither we, the selling shareholders nor the underwriters have authorized anyone to provide you with information different from that contained in this prospectus and any free writing prospectus. We
take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We, the selling shareholders and the underwriters are offering to sell shares of Class A common stock and seeking
offers to buy shares of Class A common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of any sale of the
Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.
This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Cautionary Note
Regarding Forward-Looking Statements.”
Through and including
, 2014 (the 25th day after the date of this prospectus), all dealers effecting transactions in our shares, whether or not
participating in this offering, may be required to deliver a prospectus. This requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.
Industry and Market Data
The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications and other published independent sources.
Some data is also based on our good faith estimates. Although we believe these third-party sources are reliable as of their respective dates, neither we, the selling shareholders nor the underwriters have independently verified the accuracy or
completeness of this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” These and other factors
could cause results to differ materially from those expressed in these publications.
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Trademarks and Trade Names
We own or have rights to various trademarks, service marks and trade names that we use in connection with the
operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade
names or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear
without the
®
, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not
assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.
ii
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully before
making an investment decision, including the information under the headings “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and the historical and pro forma consolidated and combined financial statements and the related notes thereto appearing elsewhere in this prospectus. References in this prospectus to our production, net acreage,
identified drilling locations, working interest and well counts on a pro forma basis are pro forma for the Pacer Acquisition and the OGX Acquisition described in“—Recent Developments—Recent Acquisition History.” References to our
estimated proved reserves as of December 31, 2013 are derived from our proved reserve report (the “NSAI Report”) prepared by Netherland, Sewell & Associates, Inc. (“NSAI”). The information presented in this prospectus
assumes (i) an initial public offering price of $16.50 per share of Class A common stock (the midpoint of the price range set forth on the cover of this prospectus) and (ii) unless otherwise indicated, that the underwriters do not
exercise their option to purchase additional shares of Class A common stock. In this prospectus, unless the context otherwise requires, the terms “we,” “us” and “our” refer to Parsley Energy, LLC (“Parsley
LLC”) and its subsidiaries before the completion of our corporate reorganization in connection with this offering and Parsley Energy, Inc. (“Parsley Inc.”) and its subsidiaries as of the completion of our corporate reorganization and
thereafter. Please read “Corporate Reorganization.” We have provided definitions for some of the oil and natural gas industry terms used in this prospectus in the “Glossary.”
Our Company
We are an independent oil and natural gas company focused on the acquisition, development and exploitation of unconventional oil and natural gas reserves in the Permian Basin. The Permian Basin is located
in West Texas and Southeastern New Mexico and is comprised of three primary sub-areas: the Midland Basin, the Central Basin Platform and the Delaware Basin. These areas are characterized by high oil and liquids-rich natural gas content, multiple
vertical and horizontal target horizons, extensive production histories, long-lived reserves and historically high drilling success rates. Our properties are primarily located in the Midland and Delaware Basins and our activities have historically
been focused on the vertical development of the Spraberry, Wolfberry and Wolftoka Trends of the Midland Basin. Our vertical wells in the area are drilled into stacked pay zones that include the Spraberry, Wolfcamp, Upper Pennsylvanian (Cline),
Strawn, Atoka and Mississippian formations. We intend to supplement our vertical development drilling activity with horizontal wells targeting various stacked pay intervals in the Spraberry, Wolfcamp, Upper Pennsylvanian (Cline) and Atoka shales.
We began operations in August 2008 when we acquired operator rights to wells producing from the Spraberry Trend in the
Midland Basin from Joe Parsley, a co-founder of Parker and Parsley Petroleum Company. As of March 31, 2014, we continue to operate 98 gross (2.4 net) of these wells. Excluding those legacy 98 gross wells, as of March 31, 2014, on a pro forma
basis, we had an average working interest of 59% in 457 gross producing wells. In total, we have interests in 555 gross (271 net) producing wells, on a pro forma basis, all of which are in the Midland Basin and 99% of which we operate. Since our
inception, on a pro forma basis, we have leased or acquired 111,644 net acres in the Permian Basin, approximately 89,344 of which is in the Midland Basin. Since we commenced our drilling program in November 2009, we have operated up to 10 rigs
simultaneously and averaged 9 operated rigs for the 12 months ended March 31, 2014. Driven primarily by our large-scale drilling program in the core of the Midland Basin, we have grown our net average daily production to 12,852 Boe/d for the
month ended April 30, 2014, on a pro forma basis, a substantial majority of which is organic growth from wells we have drilled. We are currently operating nine vertical drilling rigs and two horizontal drilling rigs and expect to operate eight
vertical rigs and increase to five horizontal rigs by the first quarter of 2015.
1
We intend to grow our reserves and production through the development, exploitation and
drilling of our multi-year inventory of identified potential drilling locations. As of March 31, 2014, on a pro forma basis, we have identified 1,594 80- and 40-acre potential vertical drilling locations, 1,986 20-acre potential vertical
drilling locations and 1,681 potential horizontal drilling locations on our existing acreage, which only includes 20 vertical locations in our Gaines County (Midland Basin) and no locations in our Southern Delaware Basin acreage. As we expand our
drilling program to our undeveloped Midland Basin acreage in Gaines County (Midland Basin) and our Southern Delaware Basin acreage, we expect to identify additional vertical and horizontal drilling locations. In addition to our vertical drilling
program in the Midland Basin, we initiated our horizontal development program with one rig during the fourth quarter of 2013. Additionally, we commenced our vertical appraisal drilling program in the Delaware Basin during the first quarter of 2014
and expect to drill three vertical appraisal wells in 2014. We believe our acreage in the Delaware Basin may also benefit from the application of horizontal drilling and completion techniques. We expect to supplement organic growth from our drilling
program by proactively leasing additional acreage and selectively pursuing acquisitions that meet our strategic and financial objectives, with an emphasis on oil-weighted reserves in the Midland Basin.
Our 2014 capital budget for drilling and completion is approximately $409.0 million for an estimated 164 gross (138 net)
vertical wells and 26 gross (19 net) horizontal wells. Our capital budget excludes any amounts that may be paid for acquisitions. We anticipate that substantially all of our 2014 capital budget will be directed toward the Midland Basin.
During the twelve months ended December 31, 2013, our aggregate drilling and completion capital expenditures were $268.4 million, excluding acquisitions. We expect the average working interest in wells we drill during 2014 will be approximately
75% to 85%.
The amount and timing of these capital expenditures is largely discretionary and within our control. We could
choose to defer a portion of these planned capital expenditures depending on a variety of factors, including but not limited to the success of our drilling activities, prevailing and anticipated prices for oil and natural gas, the availability of
necessary equipment, infrastructure and capital, the receipt and timing of required regulatory permits and approvals, seasonal conditions, drilling and acquisition costs and the level of participation by other interest owners.
We measure the expected return of our wells based on estimated ultimate recovery (“EUR”) and the related costs of acquisition,
development and production. Based on estimates prepared by NSAI for our reserves as of December 31, 2013, type curves for vertical locations in our Midland Basin-Core and Midland Basin-Tier I areas have average EURs of 214.8 MBoe (109.1 MBbls of
oil, 300.5 MMcf of natural gas and 55.6 MBbls of NGLs) and 109.3 MBoe (69.0 MBbls of oil, 114.5 MMcf of natural gas and 21.2 MBbls of NGLs), respectively. These estimates assume average 30-day initial production rates of 149.7 Boe/d (76.0 Bbls/d of
oil, 209.3 Mcf/d of natural gas and 38.8 Bbls/d of NGLs) and 84.5 Boe/d (53.3 Bbls/d of oil, 88.5 Mcf/d of natural gas and 16.4 Bbls/d of NGLs), respectively, which is consistent with the performance of our existing producing wells in these areas.
We have no proved undeveloped locations on our Midland Basin-Other or Southern Delaware Basin properties. To date, the average drilling, completion with sufficient cost data and facilities cost for the 201 and 125 vertical development wells we have
drilled and placed on production in our Midland Basin-Core and Midland Basin-Tier I areas, respectively, is approximately $2.3 million and approximately $2.0 million, respectively. The average 2-stream 30-day initial production rate for all of the
wells we drilled during the third and fourth quarters of 2013 was 153 Boe/d (comprised of 90 Bbls/d of oil and 373 Mcf/d of natural gas, which includes NGLs). Please see “—Recent Developments—Recent Well Results.”
2
The following table summarizes our acreage and technically identified drilling
locations in the Permian Basin as of March 31, 2014, on a pro forma basis:
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Net Acreage
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Identified Drilling Locations(1)
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Vertical
Drilling
Inventory
(Years(5))
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Horizontal
Drilling
Inventory
(Years(6))
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Vertical(2)
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Horizontal(4)
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Area(3)
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80-and 40-acre
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20-acre
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Midland Basin-Core
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36,729
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963
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1,342
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983
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—
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—
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Midland Basin-Tier I
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26,608
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523
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556
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698
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—
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—
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Midland Basin-Other
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26,007
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108
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88
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–
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—
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—
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Southern Delaware Basin
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22,300
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–
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–
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—
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Total Permian Basin
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111,644
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1,594
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1,986
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1,681
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22
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25
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(1)
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We have estimated our drilling locations based on well spacing assumptions for the areas in which we operate and other criteria. The drilling locations on which we
actually drill will depend on the availability of capital, regulatory approvals, commodity prices, costs, actual drilling results and other factors. Any drilling activities we are able to conduct on these identified locations may not be successful
and may not result in our adding additional proved reserves to our existing proved reserves. See ‘‘Risk Factors—Our identified drilling locations are scheduled over many years, making them susceptible to uncertainties that could
materially alter the occurrence or timing of their drilling. In addition, we may not be able to raise the substantial amount of capital that would be necessary to drill such locations.” We have not identified any drilling locations at this time
on our substantial leasehold positions in the Southern Delaware Basin and only 20 vertical locations in Gaines County in the Midland Basin, due to our limited operating history in these areas.
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(2)
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Our total identified vertical drilling locations include 594 vertical locations on 80- and 40- acre spacing and 11 vertical locations on 20-acre spacing associated with
proved undeveloped reserves as of December 31, 2013. Of these 605 vertical locations, 434 are in our Midland Basin-Core area and 171 are in our Midland Basin-Tier I area. The remaining 1,000 vertical drilling locations on 80- and 40-acre
spacing and the 1,975 vertical drilling locations on 20-acre spacing were identified by our engineering and geoscience staff but as of yet have no associated proved reserves.
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(3)
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Our Midland Basin-Core area contains areas of Andrews, Glasscock, Howard, Martin, Midland, Reagan and Upton Counties. Our Midland Basin-Tier 1 area includes areas of
Andrews, Borden, Crane, Dawson, Ector, Glasscock, Howard, Irion, Martin, Midland, Reagan and Upton Counties. Our Midland Basin-Other area includes portions of Andrews, Dawson and Gaines Counties. Our Southern Delaware Basin includes portions of
Pecos and Reeves Counties. Please see “Business—Our Properties.”
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(4)
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Our target horizontal location count implies 724’ to 870’ between well spacing which is equivalent to five to six wells per 640-acre section per prospective
interval. The ultimate spacing may be less than these amounts, which would result in a higher location count, or greater than these amounts, which would result in a lower location count.
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(5)
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Based on spud to release times consistent with our 2013 drilling program and a continuous eight-rig vertical drilling program.
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(6)
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Based on a continuous six-rig program and an estimated spud to release time of 32 days.
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We believe the experience gained from our historical vertical drilling program and the information obtained from the results of extensive
industry drilling across the Permian Basin have reduced the geological risk and uncertainty associated with drilling vertical wells on our acreage. Our horizontal drilling program is intended to further capture the upside potential that may exist on
our properties and increase our well performance and recoveries as compared to drilling vertical wells alone.
As of
December 31, 2013, our estimated proved oil and natural gas reserves at December 31, 2013, which do not include reserves associated with our properties described under “—Recent Developments—Recent
3
Acquisition Activity,” were 54.8 MMBoe based on a reserve report prepared by NSAI, our independent reserve engineers. Our proved reserves are approximately 54% oil, 23% natural gas liquids,
23% natural gas and 43% proved developed.
The following table provides a summary of selected operating information for our
properties in each of the basins within which we operate. All information is as of December 31, 2013 except as otherwise noted.
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Net Acreage(2)
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Estimated Total Proved Reserves(1)
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Average
Net Daily
Production
(Boe/d)(4)
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R/P
Ratio
(Years)(5)
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PV-10
(Millions)(6)
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Oil
(MMBbls)
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NGLs
(MMBbls)
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Natural
Gas
(MMcf)
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Total
(MMBoe)
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%
Liquids(3)
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Midland Basin
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89,344
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29.507
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12.357
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77.818
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54.834
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77
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12,852
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11.7
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$
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731.1
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Delaware Basin
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22,300
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—
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—
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—
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—
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—
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—
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—
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—
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Total
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111,644
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29.507
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12.357
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77.818
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54.834
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77
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12,852
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11.7
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$
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731.1
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(1)
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Our estimated net proved reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance.
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(2)
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As of March 31, 2014, on a pro forma basis.
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(3)
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Includes both oil and NGLs.
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(4)
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On a pro forma basis for the month ended April 30, 2014. Represents 6,626 Bbls/d of crude oil, 3,278 Bbls/d NGLs and 17,686 Mcf/d of natural gas.
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(5)
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Represents the number of years proved reserves would last assuming production continued at the average rate for the month ended April 30, 2014, on a pro forma basis.
Because production rates naturally decline over time, the R/P Ratio may not be a useful estimate of how long properties should economically produce.
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(6)
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PV-10 was prepared using SEC pricing discounted at 10% per annum, without giving effect to taxes or hedges. PV-10 is a non-GAAP financial measure. We believe that the
presentation of PV-10 is relevant and useful to our investors as supplemental disclosure to the standardized measure of future net cash flows, or after tax amount, because it presents the discounted future net cash flows attributable to our reserves
prior to taking into account future corporate income taxes and our current tax structure. While the standardized measure is dependent on the unique tax situation of each company, PV-10 is based on a pricing methodology and discount factors that are
consistent for all companies. Moreover, GAAP does not provide a measure of estimated future net cash flows for reserves other than proved reserves or for proved, probable or possible reserves calculated using prices other than SEC prices. PV-10 does
not take into account the effect of future taxes. Investors should be cautioned that neither PV-10 nor standardized measure represents an estimate of the fair market value of our proved reserves. For a reconciliation of PV-10 of proved reserves
based on SEC pricing to standardized measure, see “—Summary Historical and Pro Forma Consolidated and Combined Financial Data—Non-GAAP Financial Measures.”
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Our Business Strategy
Our business strategy is to increase shareholder
value through the following:
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Grow reserves, production and cash flow by exploiting our liquids rich resource base.
We intend to selectively develop our acreage base
in an effort to maximize its value and resource potential. We intend to pursue drilling opportunities that offer competitive returns that we consider to be low risk based on production history and industry activity in the area, and repeatable as a
result of well-defined geological properties over a large area. Through the conversion of our resource base to developed reserves, we will seek to increase our reserves, production and cash flow while generating favorable returns on invested
capital. As of March 31, 2014, on a pro forma basis, we have identified 1,594 80- and 40-acre potential vertical drilling locations, 1,986 20-acre potential vertical drilling locations and 1,681 potential horizontal drilling locations on our
existing acreage, which only includes 20 vertical locations in our Gaines County
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(Midland Basin) and no locations in our Southern Delaware Basin acreage. As we expand our drilling program to our undeveloped Gaines County (Midland Basin) and Southern Delaware Basin acreage, we
expect to identify additional vertical and horizontal drilling locations on those properties.
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Optimize our low risk vertical drilling program and capture potential horizontal development opportunities.
Our large scale drilling
program has historically focused on optimizing our vertical drilling and completion techniques across our Midland Basin acreage. We intend to continue drilling on 80-acre spacing to hold leases by production and to conduct infill drilling on 40-acre
downspacing, which generally increases the recovery factor per section and enhances returns because infrastructure is typically in place. We believe opportunities for increased well density exist across our acreage base for both our horizontal and
vertical drilling programs and that horizontal drilling may be economical in areas where vertical drilling is currently not economical or logistically viable. We intend to target multiple benches within the Spraberry, Wolfcamp, Upper Pennsylvanian
(Cline) and Atoka shales with horizontal wells and believe our horizontal drilling program may significantly increase our recoveries per section as compared to drilling vertical wells alone.
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Improve operational and cost efficiency by maintaining control of our production.
We currently operate approximately 99% of the wells in
which we have an interest and intend to maintain operational control of substantially all of our producing properties. We believe that retaining control of our production will enable us to increase recovery rates, lower well costs, improve drilling
performance and increase ultimate hydrocarbon recovery through optimization of our drilling and completion techniques. Our management team regularly evaluates our operating results against those of other operators in the area in an effort to improve
our performance and implement best practices. We have reduced the average time from spud to rig release for our vertical Spraberry and Wolfberry wells from approximately 18 days during 2011 to approximately 15.8 days in the first quarter of 2014.
Our average total depth of wells drilled in 2013 was 11,350 feet. We have also reduced our total drilling, completion and facilities costs from a peak average of $2.4 million per well in the first quarter of 2012 to an average of $1.9 million per
well in the fourth quarter of 2013. This decrease was driven primarily by a reduction in hydraulic fracturing costs and efficiencies gained through economies of scale over this time period.
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Pursue additional leasing and strategic acquisitions.
We intend to focus primarily on increasing our acreage position through leasing in
our Midland Basin-Core area, while selectively pursuing other acquisition opportunities that meet our strategic and financial objectives. Our acreage position extends through what we believe are multiple oil and natural gas producing stratigraphic
horizons in the Midland Basin, which we refer to as the stacked pay core, and we believe we can economically and efficiently add and integrate additional acreage into our current operations. We have a proven history of acquiring leasehold positions
in the Permian Basin that have substantial oil-weighted resource potential and believe our management team’s extensive experience operating in the Midland Basin provides us with a competitive advantage in identifying leasing opportunities and
acquisition targets and evaluating resource potential.
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Maintain financial flexibility.
We intend to maintain a conservative financial position to allow us to develop our drilling, exploitation
and exploration activities and maximize the present value of our oil-weighted resource potential. We intend to fund our growth with cash flow from operations, liquidity under our revolving credit facility and access to capital markets over time. As
of March 31, 2014, after giving effect to this offering and the use of the proceeds therefrom, we will have $615.0 million of liquidity, with $287.8 million of cash and cash equivalents and $327.2 million of available borrowing
capacity under our revolving credit facility. Consistent with our disciplined approach to financial management, we have an active commodity hedging program that seeks to hedge approximately 40% to 60% of our expected oil production on a rolling 24
to 36 month basis, reducing our exposure to downside commodity price fluctuations and enabling us to protect cash flows and maintain liquidity to fund our capital program and investment opportunities. In addition, as a result of the recent increase
in natural gas prices, we have hedged 1,800,000 MMBtu and 3,600,000 MMBtu of our expected 2014 and 2015 natural gas production, respectively.
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5
Our Strengths
We believe that the following strengths will help us achieve our business goals:
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Liquids rich, multi-year vertical drilling inventory in the core of one of North America’s leading oil resource plays.
All of our
leasehold acreage is located in one of the most prolific resource plays in North America, the Permian Basin in West Texas. The majority of our current properties in the Midland Basin are positioned in what we believe to be the stacked pay
fairway of the Spraberry, Wolfberry and Wolftoka Trends. We have identified a multi-year inventory of potential drilling locations for our oil-weighted reserves that we believe provides attractive growth and return opportunities. We view our
identified vertical drilling inventory in the Midland Basin as substantially “de-risked” based on our extensive drilling and production history in the area and well-established industry activity surrounding our acreage. As of
December 31, 2013, our estimated net proved reserves consisted of approximately 54% oil, 23% natural gas liquids and 23% natural gas.
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Extensive horizontal development potential.
We believe there are a significant number of horizontal locations on our acreage that will
allow us to target the Spraberry, Wolfcamp, Upper Pennsylvanian (Cline) and Atoka shales. In addition, based on our analysis of data acquired through our vertical drilling program and the activities of offset operators, we believe that multiple
benches contained within our acreage may have significant resource potential, which could substantially increase the ultimate hydrocarbon recovery of each surface acre we have under leasehold. Excluding our Gaines County (Midland Basin) and Southern
Delaware Basin acreage, on a pro forma basis, we had 1,681 identified potential horizontal drilling locations as of March 31, 2014. During 2013, we spud our first horizontal well in the Wolfcamp B interval across North Upton and Southern
Midland Counties and plan to ramp up to five horizontal rigs by the first quarter of 2015. We currently expect to drill 26 additional gross (19 net) horizontal wells during 2014. As we continue to expand our vertical drilling program to our
undeveloped acreage in Gaines County (Midland Basin) and the Southern Delaware Basin, we expect to identify additional horizontal drilling locations.
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Incentivized management team with substantial technical and operational expertise.
Our management team has a proven track record of
executing on multi-rig development drilling programs and extensive experience in the Spraberry, Wolfberry and Wolftoka Trends of the Permian Basin. Our chief executive officer, Bryan Sheffield, is a third generation oil and gas executive, and our
management team has previous experience at Parker and Parsley Petroleum Company (“Parker and Parsley”), Concho Resources (“Concho”), Chesapeake Energy Corporation (“Chesapeake”), and Pioneer Natural Resources
(“Pioneer”). We have also assembled a technical team that includes seven petroleum engineers and four geologists with an average of fifteen years of experience, which we believe will be of strategic importance as we continue to expand our
future exploration and development plans. After giving effect to this offering, our management team will hold approximately 43.0% of our ownership interest and will be our largest shareholder group. We believe our management team’s significant
ownership interest provides meaningful incentive to increase the value of our business for the benefit of all shareholders.
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Operating control over approximately 99% of our production.
As of March 31, 2014, we operated approximately 99% of the wells in
which we have an interest. We believe that maintaining control of our production enables us to dictate the pace of development and better manage the cost, type and timing of exploration, exploitation and development activities. Our leasehold
position is comprised primarily of properties that we operate and, excluding our Gaines County (Midland Basin) and Southern Delaware Basin acreage, on a pro forma basis, includes an estimated 1,594 80- and 40-acre potential vertical drilling
locations, 1,986 20-acre potential vertical drilling locations and 1,681 potential horizontal drilling locations.
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Conservative balance sheet.
We expect to maintain financial flexibility that will allow us to develop our drilling activities and
selectively pursue acquisitions. After consummation of the transactions contemplated by
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6
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this prospectus, we expect to have no debt outstanding under our revolving credit facility and $327.2 million of available borrowing capacity. We believe this borrowing capacity, along with
our cash flow from operations, will provide us with sufficient liquidity to execute on our current capital program.
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Recent Developments
Recent Well Results
The following table provides a summary of all wells completed during the third and fourth quarters of 2013 that have sufficient production data:
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Area
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Well Count
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30-Day Average
IP Rate (Boe/d)
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90-Day Average Cumulative
Production (Boe)
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Average Total
Depth (feet)
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Midland Basin – Core
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34
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167(1)
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11,099
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11,733
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Midland Basin – Tier I
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10
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104(2)
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7,413
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11,072
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(1)
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Consisting of 94 Bbls/d of oil and 440 Mcf/d of natural gas. NGLs production and sales are included in our natural gas production and sales.
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(2)
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Consisting of 79 Bbls/d of oil and 147 Mcf/d of natural gas. NGLs production and sales are included in our natural gas production and sales.
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Recent Horizontal Operating Results
In November 2013, we commenced our horizontal drilling program in the Midland Basin with one rig targeting various intervals in the Wolfcamp shale. As of April 30, 2014, we had three wells on production
(Dusek 45-1HB, Shackelford 7-1HB and Dusek 44-1HB), one well undergoing a fracture stimulation treatment (Shackelford 7-2HB) and one well being drilled (Skaggs 8-2HB).
The Dusek 45-1HB had a 24-hour peak rate of 2,044 Boe/d (1,487 Bbls/d of oil, 387 Bbls/d of NGLs and 1,017 Mcf/d of natural gas) and a peak 30-day rate of 1,592 Boe/d (1,156 Bbls/d of oil, 303 Bbls/d of
NGLs and 796 Mcf/d of natural gas) and is currently producing while on gas lift. The Shackelford 7-1HB had a 24-hour peak rate of 1,442 Boe/d (1,121 Bbls/d of oil, 223 Bbls/d of NGLs and 585 Mcf/d of natural gas) and a peak 30-day rate of 796 Boe/d
(568 Bbls/d of oil, 158 Bbls/d of NGLs and 421 Mcf/d of natural gas) and is currently producing while on gas lift. The Dusek 44-1HB had a 24-hour peak rate of 1,569 Boe/d (1,158 Bbls/d of oil, 285 Bbls/d of NGLs and 758 Mcf/d of natural gas) and a
peak 14-day rate of 1,298 Boe/d (948 Bbls/d of oil, 241 Bbls/d of NGLs and 649 Mcf/d of natural gas) and is currently producing while on gas lift.
The Dusek 45-1HB targeted the Wolfcamp B and was completed utilizing 39 frac stages over a 9,061’ stimulated interval. The Shackelford 7-1HB also targeted the Wolfcamp B and was completed utilizing
21 frac stages over a 4,571’ stimulated interval and is currently producing. The Dusek 44-1HB also targeted the Wolfcamp B and was completed utilizing 22 frac stages over a 4,697’ stimulated interval. We do not currently have sufficient
production data for the Dusek 44-1HB well. The Shackelford 7-2HB is targeting the Wolfcamp B and is currently undergoing fracture stimulation. The Skaggs 8-2HB is targeting the Wolfcamp B and is currently drilling.
Recent Acquisition Activity
On April 10, 2014, we entered into an agreement pursuant to which we acquired an option to purchase 5,040 gross (4,867 net) acres primarily in our Midland Basin-Core area (the “OGX
Acquisition”) for total consideration of $132.8 million (net of a $1.0 million option fee). There is de minimis production associated with this acreage. The option is exercisable at any time within the ten day period following the consummation
of this offering, and expires on July 31, 2014. Closing of the acquisition is subject to satisfaction of customary closing conditions, including completion of title and other diligence. We expect to exercise the option; however, we can provide
no assurance that we will be able to complete the acquisition on the terms described or at all. We expect to use a portion of the net proceeds from this offering to fund the purchase price of these assets. See “Use of Proceeds.”
7
On May 1, 2014, we completed a purchase and sale transaction pursuant to which we
acquired 2,240 gross (1,997 net) acres in our Midland Basin-Core area and seven gross (6.3 net) wells with average production for the month ended April 30, 2014 of approximately 1,407 gross (861 net) Boe/d, for total consideration of $165.3
million (the “Pacer Acquisition”). At May 1, 2014, the estimated proved oil and natural gas reserves associated with these assets, based on internal reserve estimates prepared by our in-house petroleum engineers and audited by NSAI,
were approximately 8.1 MMBoe (approximately 45% oil, 26% natural gas, 29% NGLs and 19.3% proved developed). The PV-10 of these reserves at May 1, 2014 was $128.5 million.
Senior Unsecured Notes
On February 5, 2014, Parsley LLC and Parsley Finance Corp. issued $400 million of 7.5% senior unsecured notes due February 15, 2022 (the “Notes”). Interest is payable on the
Notes semi-annually in arrears on each February 15 and August 15, commencing August 15, 2014. These notes are guaranteed on a senior unsecured basis by all of our subsidiaries, other than Parsley LLC and Parsley Finance Corp. The issuance
of these notes resulted in net proceeds, after discounts and offering expenses, of approximately $391.4 million, $198.5 million of which was used to repay all outstanding borrowings, accrued interest and a prepayment penalty under our second
lien credit facility (which was terminated concurrently with such repayment) and $175.1 million of which was used to partially repay amounts outstanding, plus accrued interest, under our revolving credit facility.
On April 14, 2014, Parsley LLC and Parsley Finance Corp. issued an additional $150 million of the Notes at 104% of par for gross
proceeds of $156 million. The issuance of these notes resulted in net proceeds of approximately $152.8 million, after deducting the initial purchasers’ discount and estimated offering expenses, $145 million of which was used to repay
outstanding borrowings under our revolving credit facility.
Corporate Reorganization
Parsley Inc. was incorporated by Parsley LLC as a Delaware corporation in December 2013. Following this offering and the transactions
related thereto, Parsley Inc. will be a holding company whose sole material asset will consist of a membership interest in Parsley LLC. Parsley LLC owns all of the outstanding equity interests in Parsley Energy, L.P. (“Parsley LP”),
Parsley Energy Management, LLC (“PEM”) and Parsley Energy Operations, LLC (“PEO”), the operating subsidiaries through which we operate our assets. After the consummation of the transactions contemplated by this prospectus,
Parsley Inc. will be the sole managing member of Parsley LLC and will be responsible for all operational, management and administrative decisions relating to Parsley LLC’s business and will consolidate the financial results of Parsley LLC and
its subsidiaries. The Limited Liability Company Agreement of Parsley LLC will be amended and restated as the First Amended and Restated Limited Liability Company Agreement of Parsley LLC (the “Parsley Energy LLC Agreement”) to, among other
things, admit Parsley Inc. as the sole managing member of Parsley LLC.
In connection with this offering, (a) all of the
membership interests (including outstanding incentive units) in Parsley LLC held by its existing owners, including Natural Gas Partners, through NGP X US Holdings, L.P. (collectively “NGP”), and all of our executive officers (the
“Existing Owners”), will be converted into a single class of units in Parsley LLC, which we refer to in this prospectus as “PE Units,” using an implied equity valuation for Parsley LLC prior to the offering based on the initial
public offering price to the public for our Class A common stock set forth on the cover page of this prospectus and the current relative levels of ownership in Parsley LLC, (b) certain of the Existing Owners, including NGP, will contribute all
of their PE Units to Parsley Inc. in exchange for an equal number of shares of Class A common stock, (c) certain of the Existing Owners, including our executive officers, will contribute only a portion of their PE Units to Parsley Inc. in
exchange for an equal number of shares of Class A common stock and will continue to own a portion of the PE Units following this offering, (d) Parsley Energy Employee Holdings, LLC, an entity owned by certain of our officers and employees
formed to hold a portion of the incentive units in Parsley LLC, will merge with and into Parsley Inc., with Parsley Inc. surviving the merger, and the members of Parsley Energy Employee Holdings,
8
LLC will receive shares of Class A common stock in the merger, (e) Parsley Inc. will issue and contribute 32,086,042 shares of its Class B common stock and all of the net proceeds
of this offering to Parsley LLC in exchange for 79,627,508 PE Units and (f) Parsley LLC will distribute to each of the Existing Owners that will continue to own PE Units following this offering (collectively, the “PE Unit Holders”),
one share of Class B common stock for each PE Unit such PE Unit Holder holds. After giving effect to these transactions and the offering contemplated by this prospectus, Parsley Inc. will own an approximate 71.3% interest in Parsley LLC (or 72.9% if
the underwriters’ option to purchase additional shares is exercised in full) and the PE Unit Holders will own an approximate 28.7% interest in Parsley LLC (or 27.1% if the underwriters’ option to purchase additional shares is exercised in
full). Please see “Principal and Selling Shareholders.”
Each share of Class B common stock has no economic
rights but entitles its holder to one vote on all matters to be voted on by shareholders generally. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters presented to our shareholders for
their vote or approval, except as otherwise required by applicable law or by our certificate of incorporation. We do not intend to list Class B common stock on any stock exchange.
The PE Unit Holders will have the right to exchange (the “Exchange Right”) all or a portion of their PE Units (together with a
corresponding number of shares of Class B common stock) for Class A common stock (or cash at our or Parsley LLC’s election (the “Cash Option”)) at an exchange ratio of one share of Class A common stock for each PE Unit (and
corresponding share of Class B common stock) exchanged as described under “Certain Relationships and Related Party Transactions—Parsley Energy LLC Agreement.” In addition, the PE Unit Holders and NGP will have the right, under certain
circumstances, to cause us to register the offer and resale of their shares of Class A common stock as described under “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”
We will enter into a Tax Receivable Agreement with Parsley LLC and the PE Unit Holders and certain other Existing Owners (each such
person, a “TRA Holder”). This agreement generally provides for the payment by Parsley Inc. to a TRA Holder of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that Parsley Inc. actually
realizes (or is deemed to realize in certain circumstances) in periods after this offering as a result of (i) any tax basis increases resulting from the contribution in connection with this offering by such TRA Holder of all or a portion of its PE
Units to Parsley Inc. in exchange for shares of Class A common stock, (ii) the tax basis increases resulting from the exchange by such TRA Holder of PE Units for shares of Class A common stock pursuant to the Exchange Right (or resulting
from an exchange of PE Units for cash pursuant to the Cash Option) and (iii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, any payments we make under the Tax Receivable Agreement. Parsley Inc.
will retain the benefit of the remaining 15% of these cash savings. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”
9
The following diagram indicates our simplified ownership structure immediately
following this offering and the transactions related thereto (assuming that the underwriters’ option to purchase additional shares is not exercised):
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(1)
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Includes all of our executive officers and NGP. See “Corporate Reorganization—Existing Owners Ownership” on page 134.
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(2)
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Spraberry Production Services, LLC is not consolidated in our consolidated and combined financial statements.
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10
Our Principal Shareholders
Upon completion of this offering, the Existing Owners will initially own 35,727,508 shares of Class A common stock, 32,086,042 PE
Units and 32,086,042 shares of Class B common stock, representing approximately 60.7% of the voting power of Parsley Inc. For more information on our reorganization and the ownership of our common stock by our principal and selling shareholders, see
“Corporate Reorganization” and “Principal and Selling Shareholders.”
In June 2013, Natural Gas Partners,
through NGP X US Holdings, L.P., and other investors, including all of our executive officers (the “PSP Members”), provided $73.5 million in exchange for equity interests in Parsley LLC that will be exchanged for shares of our Class A
common stock in connection with this offering and that are entitled to a 9.5% return on their invested capital (the “Preferred Return”). We intend to use a portion of the proceeds of this offering to make a cash payment in settlement of
the Preferred Return. As of March 31, 2014, the cash payment accrued with respect to the Preferred Return was approximately $5.6 million, of which 88.4% relates to NGP’s investment and the remainder to the PSP Members’ investment.
Founded in 1988, NGP is a family of energy-focused private equity funds with over $10 billion in aggregate committed capital
under management since inception. After giving effect to this offering, NGP will hold approximately 6.1% of our Class A common stock.
Risk Factors
Investing
in our Class A common stock involves risks that include the speculative nature of oil and natural gas exploration, competition, volatile oil and natural gas prices and other material factors. You should read carefully the section of this
prospectus entitled “Risk Factors” beginning on page 23 for an explanation of these risks before investing in our Class A common stock. In particular, the following considerations may offset our competitive strengths or have a
negative effect on our strategy or operating activities, which could cause a decrease in the price of our Class A common stock and a loss of all or part of your investment:
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Oil and natural gas prices are volatile. A substantial or extended decline in commodity prices may adversely affect our business, financial condition
or results of operations and our ability to meet our capital expenditure obligations and financial commitments.
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Our development and exploratory drilling efforts and our well operations may not be profitable or achieve our targeted returns.
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Our exploitation, development and exploration projects require substantial capital expenditures. We may be unable to obtain required capital or
financing on satisfactory terms, which could lead to a decline in our reserves.
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Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in reserve estimates or underlying
assumptions will materially affect the quantities and present value of our reserves.
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Our producing properties are located in the Permian Basin of West Texas, making us vulnerable to risks associated with operating in one major
geographic area.
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Unless we replace our reserves with new reserves and develop those reserves, our reserves and production will decline, which would adversely affect our
future cash flows and results of operations.
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We depend upon several significant purchasers for the sale of most of our oil and natural gas production. The loss of one or more of these purchasers
could, among other factors, limit our access to suitable markets for the oil and natural gas we produce.
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We may incur substantial losses and be subject to substantial liability claims as a result of our operations. Additionally, we may not be insured for,
or our insurance may be inadequate to protect us against, these risks.
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We may be unable to make attractive acquisitions or successfully integrate acquired businesses, and any inability to do so may disrupt our business and
hinder our ability to grow.
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We are subject to complex federal, state, local and other laws and regulations related to environmental, health, and safety issues that could adversely
affect the cost, manner or feasibility of conducting our operations or expose us to significant liabilities.
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Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing as well as governmental reviews of such activities
could result in increased costs and additional operating restrictions or delays in the completion of oil and natural gas wells and adversely affect our production.
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For a discussion of other considerations that could negatively affect us, see “Risk Factors” beginning on page 23 and
“Cautionary Note Regarding Forward-Looking Statements” on page 49 of this prospectus.
Emerging Growth Company Status
We are an “emerging growth company” within the meaning of the federal securities laws. For as long as we are an
emerging growth company, we will not be required to comply with certain requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with
the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the
extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the “Securities Act,” for complying with new or revised accounting standards, but we have irrevocably opted out of the extended
transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.
We intend to take advantage of these exemptions until we are no longer an emerging growth company. We will cease to be an “emerging
growth company” upon the earliest of: (i) the last day of the fiscal year in which we have $1.0 billion or more in annual revenues; (ii) the date on which we become a “large accelerated filer” (the fiscal year-end on which the total
market value of our common equity securities held by non-affiliates is $700 million or more as of June 30); (iii) the date on which we issue more than $1.0 billion of non-convertible debt over a three-year period; or (iv) the last day of the fiscal
year following the fifth anniversary of our initial public offering.
For a description of the qualifications and other
requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see “Risk Factors—Risks Related to the Offering and our Class A Common Stock—For as
long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public
companies” on page 47 of this prospectus.
Our Offices
Our principal executive offices are located at 500 West Texas Ave., Tower I, Suite 200, Midland, Texas, 79701 and our
telephone number at that address is (432) 818-2100. Effective August 1, 2014, our principal executive offices will be located at 221 West 6
th
Street, Suite 750, Austin, Texas 78701. Our website address is www.parsleyenergy.com. Information contained on our
website does not constitute part of this prospectus.
12
THE OFFERING
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Class A common stock offered by us
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36,363,636 shares (42,948,636 shares if the underwriters’ option to purchase additional shares is exercised in full).
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Class A common stock offered by the selling shareholders
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7,536,364 shares.
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Total Class A common stock offered
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43,900,000 shares (50,485,000 shares if the underwriters’ option to purchase additional shares is exercised in full).
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Class A common stock to be outstanding immediately after completion of this offering
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79,627,508 shares (86,212,508 shares if the underwriters’ option to purchase additional shares is exercised in full).
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Class A common stock owned by the selling shareholders after this offering
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31,559,706 shares.
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Option to purchase additional shares
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We have granted the underwriters a 30-day option to purchase up to an aggregate of 6,585,000 additional shares of our Class A common stock.
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Class B common stock to be outstanding immediately after completion of this offering
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32,086,042 shares, or one share for each PE Unit held by the PE Unit Holders immediately following this offering. Class B shares are non-economic. When a PE Unit is exchanged for a share of
Class A common stock, a corresponding share of Class B common stock will be cancelled.
|
|
Voting Power of Class A common stock after giving effect to this offering
|
71.3% or (or 100% if all outstanding PE Units held by the PE Unit Holders are exchanged, along with a corresponding number of shares of our Class B common stock, for newly-issued shares of Class
A common stock on a one-for-one basis).
|
|
Voting Power of Class B common stock after giving effect to this offering
|
28.7% or (or 0% if all outstanding PE Units held by the PE Unit Holders are exchanged, along with a corresponding number of shares of our Class B common stock, for newly-issued shares of Class A
common stock on a one-for-one basis).
|
|
Voting rights
|
Each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by shareholders generally. Each share of our Class B common stock entitles its holder to one
vote on all matters to be voted on by shareholders generally. Holders of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise
required by applicable law or by our certificate of incorporation. See “Description of Capital Stock.”
|
13
|
Use of proceeds
|
We expect to receive approximately $562.5 million of net proceeds from the sale of the Class A common stock offered by us, based upon the assumed initial public offering price of
$16.50 per share (the midpoint of the price range set forth on the cover page of this prospectus), after deducting underwriting discounts and estimated offering expenses payable by us (or approximately $665.2 million if the
underwriters’ option to purchase additional shares is exercised in full). Each $1.00 increase (decrease) in the public offering price would increase (decrease) our net proceeds by approximately $34.4 million (assuming no exercise of the
underwriters’ option to purchase additional shares).
|
|
|
We intend to contribute all of the net proceeds of this offering to Parsley LLC in exchange for PE Units. Parsley LLC will use (i) approximately $6.7 million
to make a cash payment in settlement of the Preferred Return, (ii) $165.3 million to reduce amounts drawn under Parsley LLC’s revolving credit facility, (iii) $132.8 million to fund the OGX Acquisition and related fees and expenses
and (iv) any remaining net proceeds to fund a portion of our exploration and development program. In the event that the OGX Acquisition does not close, we would use the net proceeds for general corporate purposes, including to fund a portion of
our exploration and development program. Please see “Use of Proceeds.”
|
|
|
We will not receive any of the proceeds from the sale of shares of our Class A common stock by the selling shareholders.
|
|
Conflicts of Interest
|
A portion of the net proceeds from this offering will be used to repay borrowings under our revolving credit facility. Because affiliates of Wells Fargo Securities, LLC and J.P. Morgan
Securities LLC are lenders under our revolving credit facility and will receive 5% or more of the net proceeds of this offering, Wells Fargo Securities, LLC and J.P. Morgan Securities LLC are deemed to have a “conflict of interest” under
Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). As a result, this offering will be conducted in accordance with FINRA Rule 5121. Pursuant to that rule, the appointment of a “qualified independent
underwriter” is not required in connection with this offering as the members primarily responsible for managing the public offering do not have a conflict of interest, are not affiliates of any member that has a conflict of interest and meet
the requirements of paragraph (f)(12)(E) of FINRA Rule 5121. See “Use of Proceeds” and “Underwriting (Conflicts of Interest)” beginning on pages 51 and 156, respectively for additional information.
|
|
Exchange rights of PE Unit Holders
|
Under the Parsley Energy LLC Agreement, PE Unit Holders may exchange their PE Units (together with a corresponding number of shares of Class B common stock) for shares of Class A common stock
(on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions) or, at our or Parsley LLC’s option, the Cash Option.
|
14
|
Dividend policy
|
We do not anticipate paying any cash dividends on our Class A common stock. In addition, our revolving credit facility places restrictions on our ability to pay cash dividends. See
“Dividend Policy.”
|
|
Directed Share Program
|
The underwriters have reserved for sale at the initial public offering price up to 12.5% of the Class A common stock being offered by this prospectus for sale to our employees, executive
officers, directors, business associates and related persons who have expressed an interest in purchasing Class A common stock in the offering. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but
any purchases they do make will reduce the number of shares available to the general public. Please read “Underwriting (Conflicts of Interest)” beginning on page 156.
|
|
Listing and trading symbol
|
We have been approved, subject to official notice of issuance, to list our Class A common stock on the New York Stock Exchange (“NYSE”) under the symbol “PE.”
|
|
Risk Factors
|
You should carefully read and consider the information beginning on page 23 of this prospectus set forth under the heading “Risk Factors” and all other information set forth in this
prospectus before deciding to invest in our Class A common stock.
|
The information above does not include shares
of Class A common stock reserved for issuance pursuant to our equity incentive plan.
15
SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL DATA
Parsley Inc. was formed in December 2013 and does not have historical financial operating results. The following table
shows summary historical and pro forma consolidated and combined financial data of our accounting predecessor, Parsley LLC and its predecessors, for the periods and as of the dates presented. Parsley LLC was formed on June 11, 2013. Concurrent
with the formation of Parsley LLC, all of the interest holders in Parsley Energy, L.P., Parsley Energy Management, LLC and Parsley Energy Operations, LLC exchanged their interests in each such entity for common units in Parsley LLC (the
“Exchange”). The Exchange was treated as a reorganization of entities under common control. Due to the factors described in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Overview” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting the Comparability of Our Financial Condition and Results of Operations,” our future
results of operations will not be comparable to the historical results of our predecessor.
The summary historical
consolidated and combined financial data as of December 31, 2012 and 2013 and for the years ended December 31, 2011, 2012 and 2013 were derived from the audited historical consolidated and combined financial statements of our predecessor
included elsewhere in this prospectus. The summary unaudited historical interim consolidated and combined financial data as of and for the three months ended March 31, 2013 and 2014 were derived from the unaudited interim condensed consolidated
and combined financial statements of our predecessor included elsewhere in this prospectus. The summary unaudited historical consolidated and combined interim financial data has been prepared on a consistent basis with the audited consolidated and
combined financial statements of Parsley LLC. In the opinion of management, such summary unaudited historical consolidated and combined interim financial data reflects all adjustments (consisting of normal and recurring accruals) considered
necessary to present our financial position for the periods presented. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year because of the impact of fluctuations in
prices received from oil and natural gas, natural production declines, the uncertainty of exploration and development drilling results and other factors.
The summary unaudited pro forma consolidated and combined statement of operations data for the three months ended March 31, 2014 and for the year ended December 31, 2013 has been prepared to
give pro forma effect to (i) the reorganization transactions described under “Corporate Reorganization,” (ii) the acquisition in December 2013 of non-operated working interests in a number of wells for aggregate consideration of
approximately $80.0 million (the “Merit Acquisition”), (iii) the Pacer Acquisition, (iv) the repayment and termination of our second lien credit facility and the repayment of amounts drawn under our revolving credit facility and
(v) this offering and the application of the net proceeds from this offering as if they had been completed as of January 1, 2013. The summary unaudited pro forma consolidated and combined balance sheet as of March 31, 2014 has been
prepared to give pro forma effect to these transactions as if they had been completed on March 31, 2014, respectively. The summary unaudited pro forma consolidated and combined financial data are presented for informational purposes only and
should not be considered indicative of actual results of operations that would have been achieved had the reorganization transactions and this offering been consummated on the dates indicated, and do not purport to be indicative of statements of
financial position or results of operations as of any future date or for any future period.
16
You should read the following table in conjunction with “Use of Proceeds,”
“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Corporate Reorganization,” the historical consolidated and combined financial statements of our predecessor and the pro forma
consolidated and combined financial statements of Parsley Inc. Among other things, those historical financial statements include more detailed information regarding the basis of presentation for the following information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Predecessor
|
|
|
Parsley Energy, Inc.
Pro
Forma
|
|
|
|
|
Year Ended
December 31,
|
|
|
Three Months Ended
March 31,
|
|
|
Year Ended
December 31,
2013
|
|
|
Three Months
Ended
March 31,
2014
|
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2013
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
(in thousands, except per share data)
|
|
|
|
|
|
Consolidated and Combined Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil sales
|
|
$
|
8,702
|
|
|
$
|
30,443
|
|
|
$
|
97,839
|
|
|
$
|
13,532
|
|
|
$
|
45,828
|
|
|
$
|
114,223
|
|
|
$
|
49,794
|
|
|
Natural gas and natural gas liquids sales
|
|
|
2,132
|
|
|
|
7,236
|
|
|
|
23,179
|
|
|
|
2,725
|
|
|
|
11,902
|
|
|
|
29,220
|
|
|
|
13,271
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
10,834
|
|
|
|
37,679
|
|
|
|
121,018
|
|
|
|
16,257
|
|
|
|
57,730
|
|
|
|
143,443
|
|
|
|
63,065
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
|
1,446
|
|
|
|
4,646
|
|
|
|
16,572
|
|
|
|
2,617
|
|
|
|
7,018
|
|
|
|
17,104
|
|
|
|
7,217
|
|
|
Production and ad valorem taxes
|
|
|
610
|
|
|
|
2,412
|
|
|
|
7,081
|
|
|
|
851
|
|
|
|
2,972
|
|
|
|
8,289
|
|
|
|
3,267
|
|
|
Depreciation, depletion and amortization
|
|
|
1,247
|
|
|
|
6,406
|
|
|
|
28,152
|
|
|
|
3,336
|
|
|
|
18,392
|
|
|
|
35,206
|
|
|
|
20,764
|
|
|
General and administrative expenses
|
|
|
1,357
|
|
|
|
3,629
|
|
|
|
16,481
|
|
|
|
2,274
|
|
|
|
8,155
|
|
|
|
16,481
|
|
|
|
8,155
|
|
|
Accretion of asset retirement obligations
|
|
|
32
|
|
|
|
66
|
|
|
|
181
|
|
|
|
25
|
|
|
|
92
|
|
|
|
192
|
|
|
|
94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
4,692
|
|
|
|
17,159
|
|
|
|
68,467
|
|
|
|
9,103
|
|
|
|
36,629
|
|
|
|
77,272
|
|
|
|
39,497
|
|
|
Gain on sales of oil and natural gas properties
|
|
|
6,638
|
|
|
|
7,819
|
|
|
|
36
|
|
|
|
—
|
|
|
|
—
|
|
|
|
36
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
12,780
|
|
|
|
28,339
|
|
|
|
52,587
|
|
|
|
7,154
|
|
|
|
21,101
|
|
|
|
66,207
|
|
|
|
23,568
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(458)
|
|
|
|
(6,285)
|
|
|
|
(13,714)
|
|
|
|
(2,568)
|
|
|
|
(7,928)
|
|
|
|
(42,095)
|
|
|
|
(10,532)
|
|
|
Prepayment premium on extinguishment of debt
|
|
|
—
|
|
|
|
(6,597)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,107)
|
|
|
|
—
|
|
|
|
(5,107)
|
|
|
Income of equity investment
|
|
|
136
|
|
|
|
267
|
|
|
|
184
|
|
|
|
125
|
|
|
|
119
|
|
|
|
184
|
|
|
|
119
|
|
|
Derivative loss
|
|
|
(255)
|
|
|
|
(2,190)
|
|
|
|
(9,800)
|
|
|
|
(3,864)
|
|
|
|
(5,676)
|
|
|
|
(9,800)
|
|
|
|
(5,676)
|
|
|
Other income (expense)
|
|
|
(267)
|
|
|
|
(81)
|
|
|
|
159
|
|
|
|
24
|
|
|
|
19
|
|
|
|
159
|
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net
|
|
|
(844)
|
|
|
|
(14,886)
|
|
|
|
(23,171)
|
|
|
|
(6,283)
|
|
|
|
(18,573)
|
|
|
|
(51,552)
|
|
|
|
(21,177)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
11,936
|
|
|
|
13,453
|
|
|
|
29,416
|
|
|
|
871
|
|
|
|
2,528
|
|
|
|
14,655
|
|
|
|
2,391
|
|
|
Income tax expense(1)
|
|
|
(116)
|
|
|
|
(554)
|
|
|
|
(1,906)
|
|
|
|
(335)
|
|
|
|
(545)
|
|
|
|
(5,243)
|
|
|
|
(1,042)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated and combined net income
|
|
|
11,820
|
|
|
|
12,899
|
|
|
|
27,510
|
|
|
|
536
|
|
|
|
1,983
|
|
|
|
9,412
|
|
|
|
1,349
|
|
|
|
|
|
|
|
|
|
|
|
Less: net income attributable to noncontrolling interest
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(3,599)
|
|
|
|
(516)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to stockholders
|
|
$
|
11,820
|
|
|
$
|
12,899
|
|
|
$
|
27,510
|
|
|
$
|
536
|
|
|
$
|
1,983
|
|
|
$
|
5,813
|
|
|
$
|
833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
|
|
|
|
|
|
|
Parsley Energy, Inc.
Pro
Forma
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
Year Ended
December 31,
|
|
|
Three Months
Ended
March 31,
2014
|
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
(in thousands, except per share data)
|
|
|
|
|
|
Net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.07
|
|
|
$
|
0.01
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.07
|
|
|
$
|
0.01
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79,628
|
|
|
|
79,628
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111,714
|
|
|
|
111,714
|
|
|
Consolidated and Combined Statements of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities
|
|
$
|
16,031
|
|
|
$
|
5,025
|
|
|
$
|
53,235
|
|
|
$
|
18,053
|
|
|
$
|
9,985
|
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
(15,654
|
)
|
|
|
(89,539
|
)
|
|
|
(425,611
|
)
|
|
|
(34,486
|
)
|
|
|
(120,820
|
)
|
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
19,729
|
|
|
|
74,245
|
|
|
|
378,096
|
|
|
|
23,141
|
|
|
|
93,840
|
|
|
|
|
|
|
|
|
|
|
Consolidated and Combined Balance Sheets Data (at period end):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
23,942
|
|
|
$
|
13,673
|
|
|
$
|
19,393
|
|
|
$
|
20,381
|
|
|
$
|
2,398
|
|
|
|
|
|
|
$
|
421,598
|
(2)
|
|
Total assets
|
|
|
64,478
|
|
|
|
181,239
|
|
|
|
742,556
|
|
|
|
227,349
|
|
|
|
857,485
|
|
|
|
|
|
|
|
1,445,283
|
|
|
Total debt
|
|
|
26,118
|
|
|
|
119,663
|
|
|
|
430,197
|
|
|
|
143,555
|
|
|
|
533,075
|
|
|
|
|
|
|
|
559,075
|
|
|
Total mezzanine equity
|
|
|
—
|
|
|
|
—
|
|
|
|
77,158
|
|
|
|
—
|
|
|
|
78,880
|
|
|
|
|
|
|
|
—
|
|
|
Total equity
|
|
|
9,053
|
|
|
|
6,017
|
|
|
|
30,874
|
|
|
|
6,551
|
|
|
|
31,663
|
|
|
|
|
|
|
|
602,945
|
|
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA(3)
|
|
$
|
7,265
|
|
|
$
|
26,281
|
|
|
$
|
75,595
|
|
|
$
|
9,966
|
|
|
$
|
38,443
|
|
|
$
|
96,280
|
|
|
$
|
43,284
|
|
|
(1)
|
Parsley Inc. is a subchapter C corporation (“C-corp”) under the Internal Revenue Code of 1986, as amended, and is subject to federal and State of Texas income
taxes. Our predecessor, Parsley LLC was not subject to U.S. federal income taxes. As a result, the consolidated and combined net income in our historical financial statements does not reflect the tax expense we would have incurred as a C-corp during
such periods. However, our pro forma financial data gives effect to income taxes, at an effective tax rate of 36%, on the earnings of our predecessor as if it had been subject to federal and state income taxes as a C-corp for the year ended
December 31, 2013 and the three months ended March 31, 2014.
|
|
(2)
|
Pro forma cash and cash equivalents includes $132.8 million of the net proceeds of this offering that we intend to use to fund the OGX Acquisition and related fees and
expenses.
|
|
(3)
|
Adjusted EBITDA is a non-GAAP financial measure. For a definition of Adjusted EBITDA and a reconciliation to our most directly comparable financial measures calculated
and presented in accordance with GAAP, please read “—Non-GAAP Financial Measures.”
|
Non-GAAP Financial
Measures
Adjusted EBITDA
Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles (“GAAP”). Adjusted EBITDA is a supplemental non-GAAP financial measure that
is used by management and external users of our consolidated and combined financial statements, such as industry analysts, investors, lenders and rating agencies. We define Adjusted EBITDA as net income before depreciation, depletion and
amortization,
18
gain (loss) on sales of oil and natural gas properties, asset retirement obligation accretion expense, interest expense, income tax, prepayment premium on extinguishment of debt, gain (loss) on
derivative instruments, net cash receipts (payments) on settled derivative instruments and premiums (paid) received on options that settled during the period.
Management believes Adjusted EBITDA is useful because it allows it to more effectively evaluate our operating performance and compare the results of our operations from period to period without regard to
our financing methods or capital structure. We exclude the items listed above from net income in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods
and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an
indicator of our operating performance or liquidity. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax
structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. Our computations of Adjusted EBITDA may not be comparable to other similarly titled measure of other companies. We believe that Adjusted
EBITDA is a widely followed measure of operating performance and may also be used by investors to measure our ability to meet debt service requirements.
The following table presents a reconciliation of Adjusted EBITDA to the GAAP financial measure of net income for each of the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended
December 31,
|
|
|
|
|
|
|
|
|
Parsley Energy, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
Year Ended
December 31,
2013
|
|
|
Three
Months
Ended
March 31,
2014
|
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2013
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
Adjusted EBITDA reconciliation to net income (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
11,820
|
|
|
$
|
12,899
|
|
|
$
|
27,510
|
|
|
$
|
536
|
|
|
$
|
1,983
|
|
|
$
|
9,412
|
|
|
$
|
1,349
|
|
|
Depreciation, depletion and amortization
|
|
|
1,247
|
|
|
|
6,406
|
|
|
|
28,152
|
|
|
|
3,336
|
|
|
|
18,392
|
|
|
|
35,206
|
|
|
|
20,764
|
|
|
Gain on sales of oil and natural gas properties
|
|
|
(6,638)
|
|
|
|
(7,819)
|
|
|
|
(36)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(36)
|
|
|
|
—
|
|
|
Asset retirement obligation accretion expense
|
|
|
32
|
|
|
|
66
|
|
|
|
181
|
|
|
|
25
|
|
|
|
92
|
|
|
|
192
|
|
|
|
94
|
|
|
Interest expense, net
|
|
|
458
|
|
|
|
6,285
|
|
|
|
13,714
|
|
|
|
2,568
|
|
|
|
7,928
|
|
|
|
42,095
|
|
|
|
10,532
|
|
|
Income tax
|
|
|
116
|
|
|
|
554
|
|
|
|
1,906
|
|
|
|
335
|
|
|
|
545
|
|
|
|
5,243
|
|
|
|
1,042
|
|
|
Prepayment premium on extinguishment of debt
|
|
|
—
|
|
|
|
6,597
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5,107
|
|
|
|
—
|
|
|
|
5,107
|
|
|
Derivative loss
|
|
|
255
|
|
|
|
2,190
|
|
|
|
9,800
|
|
|
|
3,864
|
|
|
|
5,676
|
|
|
|
9,800
|
|
|
|
5,676
|
|
|
Net cash receipts (payments) on settled derivative instruments
|
|
|
78
|
|
|
|
179
|
|
|
|
(198)
|
|
|
|
(2)
|
|
|
|
(20)
|
|
|
|
(198)
|
|
|
|
(20)
|
|
|
Premiums (paid) received on options that settled during the period
|
|
|
(103)
|
|
|
|
(1,076)
|
|
|
|
(5,434)
|
|
|
|
(696)
|
|
|
|
(1,260)
|
|
|
|
(5,434)
|
|
|
|
(1,260)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
$
|
7,265
|
|
|
$
|
26,281
|
|
|
$
|
75,595
|
|
|
$
|
9,966
|
|
|
$
|
38,443
|
|
|
$
|
96,280
|
|
|
$
|
43,284
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
PV-10
The following table provides a reconciliation of PV-10 to the GAAP financial measure of Standardized Measure as of December 31, 2013:
|
|
|
|
|
|
|
|
|
As of
December 31,
|
|
|
|
|
2013
|
|
|
|
|
(in millions)
|
|
|
PV-10 of proved reserves
|
|
$
|
731.1
|
|
|
Present value of future income tax discounted at 10%
|
|
|
(10.3)
|
|
|
|
|
|
|
|
|
Standardized Measure(1)
|
|
$
|
720.8
|
|
|
|
|
|
|
|
|
(1)
|
If Parsley Energy had been subject to entity-level U.S. federal income taxes, the pro forma, undiscounted, income tax expense at December 31, 2013, would have been
$562.0 million ($233.4 million on a discounted basis) and the Standardized Measure would have been $497.7 million.
|
20
Summary Reserve and Operating Data
The following tables present summary data with respect to our estimated net proved oil and natural gas reserves and operating data as of
the dates presented.
The proved reserve estimates attributable to our properties at December 31, 2013 presented in the table
below are based on a reserve report prepared by NSAI, our independent reserve engineers. The NSAI Report was prepared in accordance with current SEC rules and regulations regarding oil and natural gas reserve reporting. The following tables also
contain summary unaudited consolidated and combined information regarding production and sales of oil and natural gas with respect to such properties.
In evaluating the material presented below, please read “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
“Business—Oil and Natural Gas Data—Proved Reserves,” “Business—Oil and Natural Gas Production Prices and Production Costs—Production and Price History” and our consolidated and combined financial statements
and notes thereto.
|
|
|
|
|
|
|
|
|
December 31, 2013(1)
|
|
|
Proved Reserves
|
|
|
|
|
|
Oil (MBbls)
|
|
|
29,507
|
|
|
Natural gas (MMcf)
|
|
|
77,818
|
|
|
NGLs (MBbls)
|
|
|
12,357
|
|
|
Total proved reserves (MBoe)(2)
|
|
|
54,834
|
|
|
PV-10 (Thousands)(3)
|
|
$
|
731,071
|
|
|
Proved Developed Reserves
|
|
|
|
|
|
Oil (MBbls)
|
|
|
13,560
|
|
|
Natural gas (MMcf)
|
|
|
31,301
|
|
|
NGLs (MBbls)
|
|
|
4,762
|
|
|
Total proved developed (MBoe)(2)
|
|
|
23,539
|
|
|
PV-10 (Thousands)(3)
|
|
$
|
514,893
|
|
|
Proved developed reserves as a percentage of total proved reserves
|
|
|
43
|
%
|
|
Proved Undeveloped Reserves
|
|
|
|
|
|
Oil (MBbls)
|
|
|
15,947
|
|
|
Natural gas (MMcf)
|
|
|
46,517
|
|
|
NGLs (MBbls)
|
|
|
7,595
|
|
|
Total proved undeveloped reserves (MBoe)(2)
|
|
|
31,295
|
|
|
PV-10 (Thousands)(3)
|
|
$
|
216,178
|
|
|
Proved undeveloped reserves as a percentage of total proved reserves
|
|
|
57
|
%
|
|
Oil and Natural Gas Prices
|
|
|
|
|
|
Oil—NYMEX–WTI per Bbl
|
|
$
|
92.53
|
|
|
Natural gas—NYMEX–Henry Hub per MMBtu
|
|
$
|
3.46
|
|
|
(1)
|
Our estimated net proved reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance.
|
|
(2)
|
One Boe is equal to six Mcf of natural gas or one Bbl of oil or NGLs based on an approximate energy equivalency. This is an energy content correlation and does not
reflect a value or price relationship between the commodities.
|
|
(3)
|
For a reconciliation of PV-10 to the GAAP financial measure of Standardized Measure as of December 31, 2013, please read “—Non-GAAP Financial
Measures.”
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December
31,
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2013
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
Production and operating data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net production volumes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (MBbls)
|
|
|
94
|
|
|
|
356
|
|
|
|
1,049
|
|
|
|
167
|
|
|
|
491
|
|
|
Natural gas and natural gas liquids (MMcf)
|
|
|
304
|
|
|
|
1,493
|
|
|
|
4,680
|
|
|
|
619
|
|
|
|
2,000
|
|
|
Total (MBoe)(1)
|
|
|
145
|
|
|
|
604
|
|
|
|
1,829
|
|
|
|
270
|
|
|
|
825
|
|
|
Average net production (Boe/d)
|
|
|
397
|
|
|
|
1,652
|
|
|
|
5,011
|
|
|
|
2,997
|
|
|
|
9,163
|
|
|
Average sales prices(2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil sales, without realized derivatives (per Bbl)
|
|
$
|
92.43
|
|
|
$
|
85.60
|
|
|
$
|
93.28
|
|
|
$
|
81.21
|
|
|
$
|
93.26
|
|
|
Oil sales, with realized derivatives (per Bbl)
|
|
$
|
92.17
|
|
|
$
|
83.08
|
|
|
$
|
87.91
|
|
|
$
|
77.02
|
|
|
$
|
90.71
|
|
|
Natural gas and natural gas liquids, without realized derivatives (per Mcf)
|
|
$
|
7.02
|
|
|
$
|
4.85
|
|
|
$
|
4.95
|
|
|
$
|
4.40
|
|
|
$
|
5.95
|
|
|
Natural gas and natural gas liquids, with realized derivatives (per Mcf)
|
|
$
|
7.02
|
|
|
$
|
4.85
|
|
|
$
|
4.95
|
|
|
$
|
4.40
|
|
|
$
|
5.94
|
|
|
Average price per BOE, without realized derivatives
|
|
$
|
74.84
|
|
|
$
|
62.33
|
|
|
$
|
66.17
|
|
|
$
|
60.27
|
|
|
$
|
70.00
|
|
|
Average price per BOE, with realized derivatives
|
|
$
|
74.67
|
|
|
$
|
60.85
|
|
|
$
|
63.09
|
|
|
$
|
57.68
|
|
|
$
|
68.45
|
|
|
Average unit costs per Boe:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
$
|
9.99
|
|
|
$
|
7.69
|
|
|
$
|
9.06
|
|
|
$
|
9.70
|
|
|
$
|
8.51
|
|
|
Production and ad valorem taxes
|
|
$
|
4.21
|
|
|
$
|
3.99
|
|
|
$
|
3.87
|
|
|
$
|
3.15
|
|
|
$
|
3.60
|
|
|
Depreciation, depletion and amortization
|
|
$
|
8.61
|
|
|
$
|
10.60
|
|
|
$
|
15.39
|
|
|
$
|
12.37
|
|
|
$
|
22.30
|
|
|
General and administrative expenses
|
|
$
|
9.37
|
|
|
$
|
6.00
|
|
|
$
|
9.01
|
|
|
$
|
8.43
|
|
|
$
|
9.89
|
|
|
Accretion of asset retirement obligations
|
|
$
|
0.22
|
|
|
$
|
0.11
|
|
|
$
|
0.10
|
|
|
$
|
0.09
|
|
|
$
|
0.11
|
|
|
(1)
|
One Boe is equal to six Mcf of natural gas or one Bbl of oil or NGLs based on an approximate energy equivalency. This is an energy content correlation and does not
reflect a value or price relationship between the commodities.
|
|
(2)
|
Average prices shown in the table reflect prices both before and after the effects of our realized commodity hedging transactions. Our calculation of such effects
includes both realized gains or losses on cash settlements for commodity derivative transactions and premiums paid or received on options that settled during the period.
|
22
RISK FACTORS
Investing in our Class A common stock involves risks. You should carefully consider the information in this prospectus, including
the matters addressed under “Cautionary Note Regarding Forward-Looking Statements,” and the following risks before making an investment decision. The trading price of our Class A common stock could decline due to any of these risks,
and you may lose all or part of your investment.
Risks Related to the Oil and Natural Gas Industry and Our Business
Oil and natural gas prices are volatile. A substantial or extended decline in commodity prices may adversely affect our business, financial
condition or results of operations and our ability to meet our capital expenditure obligations and financial commitments.
The prices we receive for our oil and natural gas production heavily influence our revenue, profitability, access to capital and future rate of growth. Natural gas, NGLs and oil are commodities and,
therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically, the commodities market has been volatile. This market will likely continue to be volatile in the future. The prices
we receive for our production, and the levels of our production, depend on numerous factors beyond our control. These factors include the following:
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worldwide and regional economic conditions impacting the global supply and demand for natural gas, NGLs and oil;
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the price and quantity of foreign imports;
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political conditions in or affecting other producing countries, including conflicts in the Middle East, Africa, South America and Russia;
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the level of global exploration and production;
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the level of global inventories;
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prevailing prices on local price indices in the areas in which we operate;
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the proximity, capacity, cost and availability of gathering and transportation facilities;
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localized and global supply and demand fundamentals and transportation availability;
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technological advances affecting energy consumption;
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the price and availability of alternative fuels; and
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domestic, local and foreign governmental regulation and taxes.
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Furthermore, the worldwide financial and credit crisis in recent years has reduced the availability of liquidity and credit to fund the
continuation and expansion of industrial business operations worldwide resulting in a slowdown in economic activity and recession in parts of the world. This has reduced worldwide demand for energy and resulted in lower natural gas, NGLs and oil
prices.
Lower commodity prices will reduce our cash flows and borrowing ability. We may be unable to obtain needed capital or
financing on satisfactory terms, which could lead to a decline in our reserves as existing reserves are depleted. Lower commodity prices may also reduce the amount of natural gas, NGLs and oil that we can produce economically.
If commodity prices further decrease, a significant portion of our exploitation, development and exploration projects could become
uneconomic. This may result in our having to make significant downward adjustments to
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our estimated proved reserves. As a result, a substantial or extended decline in commodity prices may materially and adversely affect our future business, financial condition, results of
operations, liquidity or ability to finance planned capital expenditures.
Our development and exploratory drilling efforts and our well
operations may not be profitable or achieve our targeted returns.
We have acquired significant amounts of unproved
property in order to further our development efforts and expect to continue to undertake acquisitions in the future. Development and exploratory drilling and production activities are subject to many risks, including the risk that no commercially
productive reservoirs will be discovered. We acquire unproved properties and lease undeveloped acreage that we believe will enhance our growth potential and increase our results of operations over time. However, we cannot assure you that all
prospects will be economically viable or that we will not abandon our investments. Additionally, we cannot assure you that unproved property acquired by us or undeveloped acreage leased by us will be profitably developed, that wells drilled by us in
prospects that we pursue will be productive or that we will recover all or any portion of our investment in such unproved property or wells.
Properties we acquire may not produce as projected, and we may be unable to determine reserve potential, identify liabilities associated with the
properties that we acquire or obtain protection from sellers against such liabilities.
Acquiring oil and natural gas
properties requires us to assess reservoir and infrastructure characteristics, including recoverable reserves, development and operating costs and potential environmental and other liabilities. Such assessments are inexact and inherently uncertain.
In connection with the assessments, we perform a review of the subject properties, but such a review will not reveal all existing or potential problems. In the course of our due diligence, we may not inspect every well or pipeline. We cannot
necessarily observe structural and environmental problems, such as pipe corrosion, when an inspection is made. We may not be able to obtain contractual indemnities from the seller for liabilities created prior to our purchase of the property. We may
be required to assume the risk of the physical condition of the properties in addition to the risk that the properties may not perform in accordance with our expectations.
Our exploitation, development and exploration projects require substantial capital expenditures. We may be unable to obtain required capital or financing on satisfactory terms, which could lead to a
decline in our reserves.
The oil and natural gas industry is capital intensive. We make and expect to continue to make
substantial capital expenditures for the exploitation, development and acquisition of oil and natural gas reserves. We expect to fund 2014 capital expenditures with cash generated by operations, the proceeds of this offering, borrowings under our
revolving credit facility and possibly through capital market transactions. The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of, among other things, oil and natural gas prices,
actual drilling results, the availability of drilling rigs and other services and equipment, and regulatory, technological and competitive developments. A reduction in commodity prices from current levels may result in a decrease in our actual
capital expenditures, which would negatively impact our ability to grow production. We intend to finance our future capital expenditures primarily through cash flow from operations and through borrowings under our revolving credit facility. See
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”
Our cash flow from operations and access to capital are subject to a number of variables, including:
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the level of hydrocarbons we are able to produce from existing wells;
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the prices at which our production is sold;
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our ability to acquire, locate and produce new reserves; and
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our ability to borrow under our credit facility.
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If our revenues or the borrowing base under our revolving credit facility decreases as a result of lower oil and natural gas prices, operating difficulties, declines in reserves or for any other reason,
we may have limited ability to obtain the capital necessary to sustain our operations and growth at current levels. If additional capital is needed, we may not be able to obtain debt or equity financing on terms acceptable to us, if at all. If cash
flow generated by our operations or available borrowings under our revolving credit facility are not sufficient to meet our capital requirements, the failure to obtain additional financing could result in a curtailment of our operations relating to
development of our properties, which in turn could lead to a decline in our reserves and production, and would adversely affect our business, financial condition and results of operations.
Drilling for and producing oil and natural gas are high risk activities with many uncertainties that could adversely affect our business, financial condition or results of operations.
Our future financial condition and results of operations will depend on the success of our exploitation, development
and acquisition activities, which are subject to numerous risks beyond our control, including the risk that drilling will not result in commercially viable oil and natural gas production.
Our decisions to purchase, explore, develop or otherwise exploit prospects or properties will depend in part on the evaluation of data
obtained through geophysical and geological analyses, production data and engineering studies, the results of which are often inconclusive or subject to varying interpretations. For a discussion of the uncertainty involved in these processes, see
“—Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.” In
addition, our cost of drilling, completing and operating wells is often uncertain before drilling commences.
Further, many
factors may curtail, delay or cancel our scheduled drilling projects, including the following:
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delays imposed by or resulting from compliance with regulatory requirements including limitations resulting from wastewater disposal, discharge of
greenhouse gases, and limitations on hydraulic fracturing;
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pressure or irregularities in geological formations;
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shortages of or delays in obtaining equipment and qualified personnel or in obtaining water for hydraulic fracturing activities;
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equipment failures or accidents;
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lack of available gathering facilities or delays in construction of gathering facilities;
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lack of available capacity on interconnecting transmission pipelines;
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adverse weather conditions, such as blizzards, tornados and ice storms;
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issues related to compliance with environmental regulations;
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environmental hazards, such as oil and natural gas leaks, oil spills, pipeline and tank ruptures, encountering naturally occurring radioactive
materials, and unauthorized discharges of brine, well stimulation and completion fluids, toxic gases or other pollutants into the surface and subsurface environment;
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declines in oil and natural gas prices;
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limited availability of financing at acceptable terms;
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title problems or legal disputes regarding leasehold rights; and
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limitations in the market for oil and natural gas.
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Our identified drilling locations are scheduled over many years, making them susceptible to
uncertainties that could materially alter the occurrence or timing of their drilling. In addition, we may not be able to raise the substantial amount of capital that would be necessary to drill such locations.
Our management team has specifically identified and scheduled certain drilling locations as an estimation of our future multi-year
drilling activities on our existing acreage. These locations represent a significant part of our growth strategy. Our ability to drill and develop these locations depends on a number of uncertainties, including oil and natural gas prices, the
availability and cost of capital, drilling and production costs, availability of drilling services and equipment, drilling results, lease expirations, gathering system and pipeline transportation constraints, access to and availability of water
sourcing and distribution systems, regulatory approvals and other factors. Because of these uncertain factors, we do not know if the numerous potential well locations we have identified will ever be drilled or if we will be able to produce natural
gas or oil from these or any other potential locations. In addition, unless production is established within the spacing units covering the undeveloped acres on which some of the potential locations are obtained, the leases for such acreage will
expire. As such, our actual drilling activities may materially differ from those presently identified.
We may not be able to generate
sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under applicable debt instruments, which may not be successful.
Our ability to make scheduled payments on or to refinance our indebtedness obligations, including our $750 million revolving credit
facility and our senior unsecured notes, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and certain financial, business and other factors beyond our control. We may
not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.
If our cash flows and capital resources are insufficient to fund debt service obligations, we may be forced to reduce or delay investments and capital expenditures, sell assets, seek additional capital or
restructure or refinance indebtedness. Our ability to restructure or refinance indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of indebtedness could be at higher interest
rates and may require us to comply with more onerous covenants, which could further restrict business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. In addition, any failure to
make payments of interest and principal on outstanding indebtedness on a timely basis could harm our ability to incur additional indebtedness. In the absence of sufficient cash flows and capital resources, we could face substantial liquidity
problems and might be required to dispose of material assets or operations to meet debt service and other obligations. Our credit facility and the indenture governing our senior unsecured notes currently restrict our ability to dispose of assets and
our use of the proceeds from such disposition. We may not be able to consummate those dispositions, and the proceeds of any such disposition may not be adequate to meet any debt service obligations then due. These alternative measures may not be
successful and may not permit us to meet scheduled debt service obligations.
In addition, we will require significant
additional capital over a prolonged period in order to pursue the development of these locations, and we may not be able to raise or generate the capital required to do so. Any drilling activities we are able to conduct on these potential locations
may not be successful or result in our ability to add additional proved reserves to our overall proved reserves or may result in a downward revision of our estimated proved reserves, which could have a material adverse effect on our future business
and results of operations.
Restrictions in our existing and future debt agreements could limit our growth and our ability to engage in
certain activities.
Our revolving credit facility and the indenture governing our senior unsecured notes contain a
number of significant covenants, including restrictive covenants that may limit our ability to, among other things:
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incur additional indebtedness;
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hedge future production or interest rates;
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engage in certain other transactions without the prior consent of the lenders.
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In addition, our revolving credit facility requires us to maintain certain financial ratios or to reduce our indebtedness if we are
unable to comply with such ratios. These restrictions may also limit our ability to obtain future financings to withstand a future downturn in our business or the economy in general, or to otherwise conduct necessary corporate activities. We may
also be prevented from taking advantage of business opportunities that arise because of the limitations that the restrictive covenants under our credit facilities impose on us.
Our revolving credit facility limits the amount we can borrow up to a borrowing base amount, which the lenders, in their sole discretion,
determine on a semi-annual basis based upon projected revenues from the oil and natural gas properties securing our loan. The lenders can unilaterally adjust the borrowing base and the borrowings permitted to be outstanding under our revolving
credit facility. Any increase in the borrowing base requires the consent of the lenders holding 100% of the commitments. If the requisite number of lenders do not agree to a proposed borrowing base, then the borrowing base will be the highest
borrowing base acceptable to such lenders. Outstanding borrowings in excess of the borrowing base must be repaid.
A breach of
any covenant in our revolving credit facility would result in a default under the applicable agreement after any applicable grace periods. A default, if not waived, could result in acceleration of the indebtedness outstanding under the relevant
facility and in a default with respect to, and an acceleration of, the indebtedness outstanding under other debt agreements. The accelerated indebtedness would become immediately due and payable. If that occurs, we may not be able to make all of the
required payments or borrow sufficient funds to refinance such indebtedness. Even if new financing were available at that time, it may not be on terms that are acceptable to us.
Our derivative activities could result in financial losses or could reduce our earnings.
To achieve more predictable cash flows and reduce our exposure to adverse fluctuations in the prices of oil and natural gas, we enter into commodity derivative contracts for a significant portion of our
production, primarily consisting of put spreads and three-way collars. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Properties—Sources of Our Revenues—Realized Prices on the
Sale of Oil, Natural Gas and NGLs.” Accordingly, our earnings may fluctuate significantly as a result of changes in fair value of our derivative instruments.
Derivative instruments also expose us to the risk of financial loss in some circumstances, including when:
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production is less than the volume covered by the derivative instruments;
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the counterparty to the derivative instrument defaults on its contractual obligations;
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there is an increase in the differential between the underlying price in the derivative instrument and actual prices received; or
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there are issues with regard to legal enforceability of such instruments.
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The use of derivatives may, in some cases, require the posting of cash collateral with counterparties. If we enter into derivative
instruments that require cash collateral and commodity prices or interest rates change in a
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manner adverse to us, our cash otherwise available for use in our operations would be reduced which could limit our ability to make future capital expenditures and make payments on our
indebtedness, and which could also limit the size of our borrowing base. Future collateral requirements will depend on arrangements with our counterparties, highly volatile oil and natural gas prices and interest rates. In addition, derivative
arrangements could limit the benefit we would receive from increases in the prices for oil and natural gas, which could also have an adverse effect on our financial condition.
Our commodity derivative contracts expose us to risk of financial loss if a counterparty fails to perform under a contract. Disruptions in the financial markets could lead to sudden decreases in a
counterparty’s liquidity, which could make them unable to perform under the terms of the contract and we may not be able to realize the benefit of the contract. We are unable to predict sudden changes in a counterparty’s creditworthiness
or ability to perform. Even if we do accurately predict sudden changes, our ability to negate the risk may be limited depending upon market conditions.
During periods of declining commodity prices, our derivative contract receivable positions generally increase, which increases our counterparty credit exposure. If the creditworthiness of our
counterparties deteriorates and results in their nonperformance, we could incur a significant loss with respect to our commodity derivative contracts.
Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and
present value of our reserves.
The process of estimating oil and natural gas reserves is complex. It requires
interpretations of available technical data and many assumptions, including assumptions relating to current and future economic conditions and commodity prices. Any significant inaccuracies in these interpretations or assumptions could materially
affect the estimated quantities and present value of our reserves.
In order to prepare reserve estimates, we must project
production rates and timing of development expenditures. We must also analyze available geological, geophysical, production and engineering data. The extent, quality and reliability of this data can vary. The process also requires economic
assumptions about matters such as oil and natural gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds.
Actual future production, oil and natural gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves will vary from our estimates.
Any significant variance could materially affect the estimated quantities and present value of our reserves. In addition, we may adjust reserve estimates to reflect production history, results of exploration and development, existing commodity
prices and other factors, many of which are beyond our control.
You should not assume that the present value of future net
revenues from our reserves is the current market value of our estimated reserves. We generally base the estimated discounted future net cash flows from reserves on prices and costs on the date of the estimate. Actual future prices and costs may
differ materially from those used in the present value estimate.
Approximately 78% of our net leasehold acreage is undeveloped, and
that acreage may not ultimately be developed or become commercially productive, which could cause us to lose rights under our leases as well as have a material adverse effect on our oil and natural gas reserves and future production and, therefore,
our future cash flow and income.
As of December 31, 2013, approximately 78% of our net leasehold acreage was
undeveloped, or acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and natural gas regardless of whether such acreage contains proved reserves. Unless production
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is established on the undeveloped acreage covered by our leases, such leases will expire. Our future oil and natural gas reserves and production and, therefore, our future cash flow and income
are highly dependent on successfully developing our undeveloped leasehold acreage.
Our producing properties are located in the Permian
Basin of West Texas, making us vulnerable to risks associated with operating in one major geographic area.
All of our
producing properties are geographically concentrated in the Permian Basin of West Texas. At December 31, 2013, all of our total estimated proved reserves were attributable to properties located in this area. As a result of this concentration, we may
be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of production from wells in this area caused by governmental regulation, processing or transportation capacity constraints, market
limitations, water shortages or other drought or extreme weather related conditions or interruption of the processing or transportation of oil, natural gas or NGLs.
The marketability of our production is dependent upon transportation and other facilities, certain of which we do not control. If these facilities are unavailable, our operations could be
interrupted and our revenues reduced.
The marketing of oil, NGLs and gas production depends in large part on the
availability, proximity and capacity of pipelines and storage facilities, gas gathering systems and other transportation, processing and refining facilities, as well as the existence of adequate markets. If there is insufficient capacity available
on these systems, or if these systems are unavailable to us, the price offered for our production could be significantly depressed, or we could be forced to shut in some production or delay or discontinue drilling plans and commercial production
following a discovery of hydrocarbons while we construct our own facility. We also rely (and expect to rely in the future) on facilities developed and owned by third parties in order to store, process, transport and sell our oil, NGLs and gas
production. Our plans to develop and sell our oil and gas reserves could be materially and adversely affected by the inability or unwillingness of third parties to provide sufficient transportation, storage or processing facilities to us, especially
in areas of planned expansion where such facilities do not currently exist.
Extreme weather conditions could adversely affect our
ability to conduct drilling activities in the areas where we operate.
Our exploration, exploitation and development
activities and equipment could be adversely affected by extreme weather conditions, such as winter storms, which may cause a loss of production from temporary cessation of activity or lost or damaged facilities and
equipment. For example, recent severe winter weather and the resulting extensive power outages caused our production in November to decline significantly from the prior month. Such extreme weather conditions could also impact other areas of our
operations, including access to our drilling and production facilities for routine operations, maintenance and repairs and the availability of, and our access to, necessary third-party services, such as gathering, processing, compression and
transportation services. These constraints and the resulting shortages or high costs could delay or temporarily halt our operations and materially increase our operation and capital costs, which could have a material adverse effect on our business,
financial condition and results of operations.
We may incur losses as a result of title defects in the properties in which we invest.
It is our practice in acquiring oil and natural gas leases or interests not to incur the expense of retaining lawyers
to examine the title to the mineral interest at the time of acquisition. Rather, we rely upon the judgment of lease brokers or landmen who perform the fieldwork in examining records in the appropriate governmental office before attempting to acquire
a lease in a specific mineral interest. The existence of a material title deficiency can render a lease worthless and can adversely affect our results of operations and financial condition. While we do typically obtain title opinions prior to
commencing drilling operations on a lease or in a unit, the failure of title may not be discovered until after a well is drilled, in which case we may lose the lease and the right to produce all or a portion of the minerals under the property.
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The development of our estimated proved undeveloped reserves may take longer and may require higher
levels of capital expenditures than we currently anticipate. Therefore, our estimated proved undeveloped reserves may not be ultimately developed or produced.
At December 31, 2013, 57% of our total estimated proved reserves were classified as proved undeveloped. Our approximately 31.3 MMBoe of estimated proved undeveloped reserves will require an estimated $492
million of development capital over the next five years. Development of these undeveloped reserves may take longer and require higher levels of capital expenditures than we currently anticipate. Delays in the development of our reserves, increases
in costs to drill and develop such reserves, or decreases in commodity prices will reduce the PV-10 value of our estimated proved undeveloped reserves and future net revenues estimated for such reserves and may result in some projects becoming
uneconomic. In addition, delays in the development of reserves could cause us to have to reclassify our proved undeveloped reserves as unproved reserves.
SEC rules could limit our ability to book additional proved undeveloped reserves (PUDs) in the future.
SEC rules require that, subject to limited exceptions, proved undeveloped reserves may only be booked if they related to wells scheduled to be drilled within five years after the date of booking. This
requirement has limited and may continue to limit our ability to book additional proved undeveloped reserves as we pursue our drilling program. Moreover, we may be required to write down our proved undeveloped reserves if we do not drill those wells
within the required five-year timeframe.
If commodity prices decrease to a level such that our future undiscounted cash flows from our
properties are less than their carrying value for a significant period of time, we will be required to take write-downs of the carrying values of our properties.
Accounting rules require that we periodically review the carrying value of our properties for possible impairment. Based on specific market factors and circumstances at the time of prospective impairment
reviews, and the continuing evaluation of development plans, production data, economics and other factors, we may be required to write down the carrying value of our properties. A writedown constitutes a non-cash charge to earnings. We may incur
impairment charges in the future, which could have a material adverse effect on our results of operations for the periods in which such charges are taken.
Unless we replace our reserves with new reserves and develop those reserves, our reserves and production will decline, which would adversely affect our future cash flows and results of operations.
Producing oil and natural gas reservoirs generally are characterized by declining production rates that vary depending
upon reservoir characteristics and other factors. Unless we conduct successful ongoing exploitation, development and exploration activities or continually acquire properties containing proved reserves, our proved reserves will decline as those
reserves are produced. Our future reserves and production, and therefore our future cash flow and results of operations, are highly dependent on our success in efficiently developing and exploiting our current reserves and economically finding or
acquiring additional recoverable reserves. We may not be able to develop, exploit, find or acquire sufficient additional reserves to replace our current and future production. If we are unable to replace our current and future production, the value
of our reserves will decrease, and our business, financial condition and results of operations would be adversely affected.
Conservation measures and technological advances could reduce demand for oil and natural gas.
Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas,
technological advances in fuel economy and energy generation devices could reduce demand for oil and natural gas. The impact of the changing demand for oil and gas services and products may have a material adverse effect on our business, financial
condition, results of operations and cash flows.
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We depend upon several significant purchasers for the sale of most of our oil and natural gas
production. The loss of one or more of these purchasers could, among other factors, limit our access to suitable markets for the oil and natural gas we produce.
The availability of a ready market for any oil and/or natural gas we produce depends on numerous factors beyond the control of our management, including but not limited to the extent of domestic
production and imports of oil, the proximity and capacity of pipelines, the availability of skilled labor, materials and equipment, the effect of state and federal regulation of oil and natural gas production and federal regulation of oil and gas
sold in interstate commerce. In addition, we depend upon several significant purchasers for the sale of most of our oil and natural gas production. See “Business—Operations—Marketing and Customers.” We cannot assure you that we
will continue to have ready access to suitable markets for our future oil and natural gas production.
We may incur substantial losses
and be subject to substantial liability claims as a result of our operations. Additionally, we may not be insured for, or our insurance may be inadequate to protect us against, these risks.
We are not insured against all risks. Losses and liabilities arising from uninsured and underinsured events could materially and adversely
affect our business, financial condition or results of operations.
Our exploration and production activities are subject to
all of the operating risks associated with drilling for and producing oil and natural gas. Any of these risks could adversely affect our ability to conduct operations or result in substantial loss to us as a result of claims for:
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injury or loss of life;
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damage to and destruction of property, natural resources and equipment;
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pollution and other environmental damage;
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regulatory investigations and penalties;
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suspension of our operations; and
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repair and remediation costs.
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We may elect not to obtain insurance for any or all of these risks if we believe that the cost of available insurance is excessive relative to the risks presented. In addition, pollution and environmental
risks generally are not fully insurable. The occurrence of an event that is not fully covered by insurance could have a material adverse effect on our business, financial condition and results of operations.
Properties that we decide to drill may not yield oil or natural gas in commercially viable quantities.
Properties that we decide to drill that do not yield oil or natural gas in commercially viable quantities will adversely affect our
results of operations and financial condition. There is no way to predict in advance of drilling and testing whether any particular prospect will yield oil or natural gas in sufficient quantities to recover drilling or completion costs or to be
economically viable. The use of micro-seismic data and other technologies and the study of producing fields in the same area will not enable us to know conclusively prior to drilling whether oil or natural gas will be present or, if present, whether
oil or natural gas will be present in commercial quantities. We cannot assure you that the analogies we draw from available data from other wells, more fully explored prospects or producing fields will be applicable to our drilling prospects.
Further, our drilling operations may be curtailed, delayed or cancelled as a result of numerous factors, including:
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unexpected drilling conditions;
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pressure or lost circulation in formations;
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equipment failure or accidents;
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adverse weather conditions;
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compliance with environmental and other governmental or contractual requirements; and
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increase in the cost of, shortages or delays in the availability of, electricity, supplies, materials, drilling or workover rigs, equipment and
services.
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We may be unable to make attractive acquisitions or successfully integrate acquired businesses, and any
inability to do so may disrupt our business and hinder our ability to grow.
In the future we may make acquisitions of
producing properties or businesses that complement or expand our current business. The successful acquisition of producing properties requires an assessment of several factors, including:
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future oil and natural gas prices and their applicable differentials;
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potential environmental and other liabilities.
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The accuracy of these assessments is inherently uncertain and we may not be able to identify attractive acquisition opportunities. In connection with these assessments, we perform a review of the subject
properties that we believe to be generally consistent with industry practices. Our review will not reveal all existing or potential problems nor will it permit us to become sufficiently familiar with the properties to assess fully their deficiencies
and capabilities. Inspections may not always be performed on every well, and environmental problems, such as groundwater contamination, are not necessarily observable even when an inspection is undertaken. Even when problems are identified, the
seller may be unwilling or unable to provide effective contractual protection against all or part of the problems. We often are not entitled to contractual indemnification for environmental liabilities and acquire properties on an “as is”
basis. Even if we do identify attractive acquisition opportunities, we may not be able to complete the acquisition or do so on commercially acceptable terms.
The success of any completed acquisition will depend on our ability to integrate effectively the acquired business into our existing operations. The process of integrating acquired businesses may involve
unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources. In addition, possible future acquisitions may be larger and for purchase prices significantly higher than those paid for earlier
acquisitions. No assurance can be given that we will be able to identify additional suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully acquire identified targets. Our
failure to achieve consolidation savings, to integrate the acquired businesses and assets into our existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on our financial
condition and results of operations.
In addition, our revolving credit facility and the indenture governing our senior
unsecured notes impose certain limitations on our ability to enter into mergers or combination transactions. Our revolving credit facility and the indenture governing our senior unsecured notes also limit our ability to incur certain indebtedness,
which could indirectly limit our ability to engage in acquisitions.
We are subject to complex U.S. federal, state, local and other laws
and regulations related to environmental, health, and safety issues that could adversely affect the cost, manner or feasibility of conducting our operations or expose us to significant liabilities.
Our oil and natural gas exploration and production operations are subject to complex and stringent laws and regulations. In order to
conduct our operations in compliance with these laws and regulations, we must obtain and maintain numerous permits, approvals and certificates from various federal, state and local governmental authorities. We may incur substantial costs in order to
maintain compliance with these existing laws and regulations.
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In addition, the trend in environmental regulation is to place more restrictions and limitations on activities that may affect the environment and thus, our costs of compliance may increase if
existing laws and regulations are revised or reinterpreted, or if new laws and regulations become applicable to our operations. Failure to comply with laws and regulations applicable to our operations, including any evolving interpretation and
enforcement by governmental authorities, could have a material adverse effect on our business, financial condition, and results of operations.
Our operations are also subject to stringent and complex federal, state and local laws and regulations governing the discharge of materials into the environment, health and safety aspects of our
operations, or otherwise relating to environmental protection. These laws and regulations may impose numerous obligations applicable to our operations including the acquisition of a permit before conducting regulated drilling activities; the
restriction of types, quantities and concentration of materials that can be released into the environment; the limitation or prohibition of drilling activities on certain lands lying within wilderness, wetlands and other protected areas; the
application of specific health and safety criteria addressing worker protection; and the imposition of substantial liabilities for pollution resulting from our operations. Numerous governmental authorities, such as the U.S. Environmental Protection
Agency (“EPA”), and analogous state agencies have the power to enforce compliance with these laws and regulations and the permits issued under them. Such enforcement actions often involve taking difficult and costly compliance measures or
corrective actions. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil or criminal penalties, the imposition of investigatory or remedial obligations, and the issuance of
orders limiting or prohibiting some or all of our operations. In addition, we may experience delays in obtaining or be unable to obtain required permits, which may delay or interrupt our operations and limit our growth and revenue.
Certain environmental laws impose strict as well as joint and several liability for costs required to remediate and restore sites where
hazardous substances, hydrocarbons, or solid wastes have been stored or released. We may be required to remediate contaminated properties currently or formerly operated by us or facilities of third parties that received waste generated by our
operations regardless of whether such contamination resulted from the conduct of others or from consequences of our own actions that were in compliance with all applicable laws at the time those actions were taken. In addition, claims for damages to
persons or property, including natural resources, may result from the environmental, health and safety impacts of our operations. Moreover, public interest in the protection of the environment has increased dramatically in recent years. The trend of
more expansive and stringent environmental legislation and regulations applied to the crude oil and natural gas industry could continue, resulting in increased costs of doing business and consequently affecting profitability. To the extent laws are
enacted or other governmental action is taken that restricts drilling or imposes more stringent and costly operating, waste handling, disposal and cleanup requirements, our business, prospects, financial condition or results of operations could be
materially adversely affected. See “Business—Regulation of the Oil and Natural Gas Industry” for a further description of the laws and regulations that affect us.
The unavailability or high cost of additional drilling rigs, equipment, supplies, personnel and oilfield services could adversely affect our ability to execute our exploration and development plans
within our budget and on a timely basis.
The demand for qualified and experienced field personnel to drill wells and
conduct field operations, geologists, geophysicists, engineers and other professionals in the oil and natural gas industry can fluctuate significantly, often in correlation with oil and natural gas prices, causing periodic shortages. Historically,
there have been shortages of drilling and workover rigs, pipe and other equipment as demand for rigs and equipment has increased along with the number of wells being drilled. We cannot predict whether these conditions will exist in the future and,
if so, what their timing and duration will be. Such shortages could delay or cause us to incur significant expenditures that are not provided for in our capital budget, which could have a material adverse effect on our business, financial condition
or results of operations.
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Should we fail to comply with all applicable regulatory agency administered statutes, rules,
regulations and orders, we could be subject to substantial penalties and fines.
Under the Domenici-Barton Energy
Policy Act of 2005, the Federal Regulatory Commission (“FERC”) has civil penalty authority under the Natural Gas Act of 1938 (the “NGA”) to impose penalties for current violations of up to $1 million per day for each violation
and disgorgement of profits associated with any violation. While our operations have not been regulated by FERC as a natural gas company under the NGA, FERC has adopted regulations that may subject certain of our otherwise non-FERC jurisdictional
facilities to FERC annual reporting requirements. We also must comply with the anti-market manipulation rules enforced by FERC. Additional rules and legislation pertaining to those and other matters may be considered or adopted by FERC from time to
time. Additionally, the Federal Trade Commission has regulations intended to prohibit market manipulation in the petroleum industry with authority to fine violators of the regulations civil penalties of up to $1 million per day. Failure to comply
with those regulations in the future could subject us to civil penalty liability, as described in “Business—Regulation of the Oil and Natural Gas Industry.”
Climate change laws and regulations restricting emissions of “greenhouse gases” could result in increased operating costs and reduced demand for the oil and natural gas that we produce
while potential physical effects of climate change could disrupt our production and cause us to incur significant costs in preparing for or responding to those effects.
In response to findings that emissions of carbon dioxide, methane and other greenhouse gases (“GHGs”) present an endangerment to public health and the environment, the EPA has adopted
regulations under existing provisions of the federal Clean Air Act that, among other things, establish Prevention of Significant Deterioration (“PSD”), construction and Title V operating permit reviews for certain large stationary sources
that are potential major sources of GHG emissions. As part of these efforts, the EPA issued a final rule (the “Tailoring Rule”), effective January 1, 2011, that established emissions thresholds such that only these large stationary
sources are subject to GHG permitting. On July 12, 2012, the EPA issued a final rule that retained the previously established thresholds, but those thresholds could be adjusted downward in the future. Despite numerous legal challenges to the
EPA’s authority to regulate GHGs, federal courts have affirmed that the EPA does have the authority to regulate GHG emissions under the Clean Air Act. Facilities required to obtain PSD permits for their GHG emissions also will be required to
meet “best available control technology” standards that will be established by the states or, in some cases, by the EPA on a case-by-case basis. These EPA rulemakings could adversely affect our operations and restrict or delay our ability
to obtain air permits for new or modified sources. In addition, the EPA has adopted rules requiring the monitoring and reporting of GHG emissions from specified onshore and offshore oil and gas production sources in the United States on an annual
basis, which include certain of our operations.
In addition, in August 2012, the EPA established new source performance
standards (“NSPS”) for volatile organic compounds and sulfur dioxide and an air toxic standard for oil and natural gas production, transmission, and storage. The rules include the first federal air standards for natural gas wells that are
hydraulically fractured, or refractured, as well as requirements for several other sources, such as storage tanks and other equipment, and limits methane emissions from these sources in an effort to reduce GHG emissions. These requirements could
adversely affect our operations by requiring us to make significant expenditures to ensure compliance with the NSPS.
While
Congress has from time to time considered legislation to reduce emissions of GHGs, there has not been significant activity in the form of adopted legislation to reduce GHG emissions at the federal level in recent years. In the absence of such
federal climate legislation, a number of state and regional efforts have emerged that are aimed at tracking and/or reducing GHG emissions by means of cap and trade programs that typically require major sources of GHG emissions, such as electric
power plants, to acquire and surrender emission allowances in return for emitting those GHGs. If Congress were to undertake comprehensive tax reform in the coming year, it is possible that such reform may include a carbon tax, which could impose
additional direct costs on operations and reduce demand for refined products. In any event, the Obama administration recently announced its Climate Action Plan, which, among other things, directs federal agencies to develop a strategy for the
reduction of methane emissions, including emissions from the oil and gas industry. As part of the Climate Action Plan, the Obama Administration
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also announced that it intends to adopt additional regulations to reduce emissions of GHGs and to encourage greater use of low carbon technologies in the coming years. For example, in September
2013, the EPA re-issued proposed NSPS for GHG emissions from Electric Utility Generating Units. Although it is not possible at this time to predict how legislation or new regulations that may be adopted to address GHG emissions would impact our
business, any such future laws and regulations imposing reporting obligations on, or limiting emissions of GHGs from, our equipment and operations could require us to incur costs to reduce emissions of GHGs associated with our operations. In
addition, substantial limitations on GHG emissions could adversely affect demand for the oil and natural gas we produce. Finally, it should be noted that some scientists have concluded that increasing concentrations of GHGs in the Earth’s
atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, floods and other climatic events; if any such effects were to occur, they could have an adverse effect on our
exploration and production operations.
Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing
as well as governmental reviews of such activities could result in increased costs and additional operating restrictions or delays in the completion of oil and natural gas wells and adversely affect our production.
Hydraulic fracturing is an essential and common practice in the oil and gas industry used to stimulate production of natural gas and/or
oil from dense subsurface rock formations. Hydraulic fracturing involves using water, sand, and certain chemicals to fracture the hydrocarbon-bearing rock formation to allow flow of hydrocarbons into the wellbore. We routinely apply hydraulic
fracturing techniques in our drilling and completion programs. While hydraulic fracturing has historically been regulated by state oil and natural gas commissions, the practice has become increasingly controversial in certain parts of the country,
resulting in increased scrutiny and regulation. For example, the EPA has asserted federal regulatory authority over certain hydraulic-fracturing activities under the Safe Drinking Water Act (“SDWA”) involving the use of diesel fuels and
issued revised permitting guidance in February 2014 addressing the use of diesel in fracturing operations. Also, in November 2011, the EPA announced its intent to develop and issue regulations under the Toxic Substances Control Act to require
companies to disclose information regarding the chemicals used in hydraulic fracturing and the agency currently plans to issue a Notice of Proposed Rulemaking that would seek public input on the design and scope of such disclosure regulations. To
date, the EPA has not issued a Notice of Proposed Rulemaking, therefore, it is unclear how any federal disclosure requirements that add to any applicable state disclosure requirements may affect our operations. In addition, Congress has from time to
time considered legislation to amend the SDWA, including legislation that would repeal the exemption for hydraulic fracturing from the definition of “underground injection” and require federal permitting and regulatory control of hydraulic
fracturing, as well as legislative proposals to require disclosure of the chemical constituents of the fluids used in the fracturing process. Also, in the near future we may be subject to regulations that restrict our ability to discharge water
produced as part of our production operations, and the ability to use injection wells as a disposal option not only will depend on federal or state regulations but also on whether available injection wells have sufficient storage capacities. The EPA
is currently developing effluent limitation guidelines that may impose federal pre-treatment standards on all oil and gas operators transporting wastewater associated with hydraulic fracturing activities to publicly owned treatment works for
disposal. The EPA plans to propose such standards by 2014. In addition, on May 24, 2013, the federal Bureau of Land Management published a supplemental notice of proposed rulemaking governing hydraulic fracturing on federal and Native American
lands that replaces a prior draft of proposed rulemaking issued by the agency in May 2012. The revised proposed rule would continue to require public disclosure of chemicals used in hydraulic fracturing on federal and Native American lands,
confirmation that wells used in fracturing operations meet appropriate construction standards, and development of appropriate plans for managing flowback water that returns to the surface.
Further, on April 17, 2012, the EPA released final rules that subject all oil and gas operations (production, processing,
transmission, storage and distribution) to regulation under the NSPS and the National Emission Standards for Hazardous Air Pollutants (“NESHAPS”) programs. These rules became effective on October 15, 2012. The rules include NSPS
standards for completions of hydraulically-fractured gas wells. The standards include the reduced emission completion techniques, or “green completions,” developed in the EPA’s Natural Gas STAR
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program along with pit flaring of gas not sent to the gathering line. “Green completions” for hydraulic fracturing will require the operator to recover rather than vent the gas and NGLs
that come to the surface during completion of the fracturing process. The standards will be applicable to newly drilled and fractured wells and wells that are refractured on or after January 1, 2015. Further, the rules under NESHAPS include
Maximum Achievable Control Technology (“MACT”) standards for glycol dehydrators and storage vessels at major sources of hazardous air pollutants not currently subject to MACT standards. In April 2013 EPA issued a proposed revision as a
result of legal challenges to the original rule which may impact the scope of these rules. The rule is designed to limit emissions of volatile organic compounds (“VOC”), sulfur dioxide, and hazardous air pollutants from a variety of
sources within natural gas processing plants, oil and natural gas production facilities, and natural gas transmission compressor stations. This rule could require a number of modifications to our operations including the installation of new
equipment. Compliance with such rules could result in significant costs, including increased capital expenditures and operating costs, and could adversely impact our business. Additionally, on December 11, 2012, seven states submitted a notice
of intent to sue the EPA to compel the agency to make a determination as to whether standards or performance limiting methane emissions from oil and gas sources is appropriate and if so, to promulgate performance standards for methane emissions from
existing oil and gas sources.
At the state level, several states have adopted or are considering legal requirements that
could impose more stringent permitting, disclosure, and well construction requirements on hydraulic fracturing activities. For example in May 2013, the Texas Railroad Commission adopted new rules governing well casing, cementing and other standards
for ensuring that hydraulic fracturing operations do not contaminate nearby water resources. Local government also may seek to adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or
hydraulic fracturing activities in particular or prohibit the performance of well drilling in general or hydraulic fracturing in particular. We believe that we follow applicable standard industry practices and legal requirements for groundwater
protection in our hydraulic fracturing activities. Nonetheless, if new or more stringent federal, state, or local legal restrictions relating to the hydraulic fracturing process are adopted in areas where we operate, we could incur potentially
significant added costs to comply with such requirements, experience delays or curtailment in the pursuit of exploration, development, or production activities, and perhaps even be precluded from drilling wells.
Certain governmental reviews have been conducted or are underway that focus on environmental aspects of hydraulic fracturing practices,
which could lead to increased regulation. For example, the White House Council on Environmental Quality is coordinating an administration-wide review of hydraulic fracturing practices. The EPA has also commenced a study of the potential
environmental effects of hydraulic fracturing on drinking water and groundwater, with a first progress report outlining work currently underway by the agency released on December 21, 2012, and a final report drawing conclusions about the
potential impacts of hydraulic fracturing on drinking water resources expected to be available for public comment and peer review by late 2014. Other governmental agencies, including the U.S. Department of Energy, have evaluated or are evaluating
various other aspects of hydraulic fracturing. These ongoing or proposed studies could spur initiatives to further regulate hydraulic fracturing under the SDWA or other regulatory mechanisms, and could ultimately make it more difficult or costly for
us to perform fracturing and increase our costs of compliance and doing business.
Further regulation of hydraulic fracturing
at the federal, state, and local level could subject our operations to additional permitting requirements and result in permitting delays as well as potential increases in costs. Restrictions on hydraulic fracturing could also reduce the amount of
oil and natural gas that we are ultimately able to produce from our reserves. Please read “Business—Regulation of the Oil and Natural Gas Industry” for a further description of the laws and regulations that affect us.
Competition in the oil and natural gas industry is intense, making it more difficult for us to acquire properties and market oil or natural gas.
Our ability to acquire additional prospects and to find and develop reserves in the future will depend on our ability
to evaluate and select suitable properties and to consummate transactions in a highly competitive environment for acquiring properties, marketing oil and natural gas and securing trained personnel. Also, there is
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substantial competition for capital available for investment in the oil and natural gas industry. We may not be able to compete successfully in the future in acquiring prospective reserves,
developing reserves, marketing hydrocarbons, and raising additional capital, which could have a material adverse effect on our business.
We operate in areas of high industry activity, which may affect our ability to hire, train or retain qualified personnel needed to manage and
operate our assets.
Our operations and drilling activity are concentrated in the Permian Basin of West Texas, an area
in which industry activity has increased rapidly. As a result, demand for qualified personnel in this area, and the cost to attract and retain such personnel, has increased over the past few years due to competition and may increase substantially in
the future. Moreover, our competitors may be able to offer better compensation packages to attract and retain qualified personnel than we are able to offer.
Any delay or inability to secure the personnel necessary for us to continue or complete our current and planned development activities could result in oil and gas production volumes being below our
forecasted volumes. In addition, any such negative effect on production volumes, or significant increases in costs, could have a material adverse effect on our results of operations, liquidity and financial condition.
Declining general economic, business or industry conditions may have a material adverse effect on our results of operations, liquidity and
financial condition.
Concerns over global economic conditions, energy costs, geopolitical issues, inflation, the
availability and cost of credit and the United States financial market have contributed to increased economic uncertainty and diminished expectations for the global economy. In addition, continued hostilities in the Middle East and the occurrence or
threat of terrorist attacks in the United States or other countries could adversely affect the global economy. These factors, combined with volatile commodity prices, declining business and consumer confidence and increased unemployment, have
precipitated an economic slowdown and a recession. Concerns about global economic growth have had a significant adverse impact on global financial markets and commodity prices. If the economic climate in the United States or abroad deteriorates,
worldwide demand for petroleum products could diminish, which could impact the price at which we can sell our production, affect the ability of our vendors, suppliers and customers to continue operations and ultimately adversely impact our results
of operations, liquidity and financial condition.
The loss of senior management or technical personnel could adversely affect
operations.
We depend on the services of our senior management and technical personnel. With the exception of Bryan
Sheffield, our President and Chief Executive Officer, we do not maintain, nor do we plan to obtain, any insurance against the loss of any of these individuals. The loss of the services of our senior management or technical personnel could have a
material adverse effect on our business, financial condition and results of operations. For example, in the event that Mr. Sheffield no longer controls the entity that is the sub-operator of the 98 legacy wells we assumed from Parker and
Parsley, the sub-operating agreement governing the terms of our arrangement could terminate and we would no longer be the operator of record on these wells. If the sub-operating agreement were to terminate, we would be unable to dictate the pace of
development and manage the cost, type, and timing of the drilling program on these identified drilling locations, which could impact our ability to recognize the proved undeveloped reserves associated with these properties.
We are susceptible to the potential difficulties associated with rapid growth and expansion and have a limited operating history.
We have grown rapidly over the last several years. Our management believes that our future success depends on our
ability to manage the rapid growth that we have experienced and the demands from increased responsibility on management personnel. The following factors could present difficulties:
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increased responsibilities for our executive level personnel;
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increased administrative burden;
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increased capital requirements; and
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increased organizational challenges common to large, expansive operations.
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Our operating results could be adversely affected if we do not successfully manage these potential difficulties. The historical financial
information incorporated herein is not necessarily indicative of the results that may be realized in the future. In addition, our operating history is limited and the results from our current producing wells are not necessarily indicative of success
from our future drilling operations.
Part of our strategy involves drilling in existing or emerging shale plays using the latest
available horizontal drilling and completion techniques, which involve risks and uncertainties in their application.
Our operations involve utilizing the latest drilling and completion techniques as developed by us and our service providers. While
horizontal drilling is a significant part of our growth strategy, we have only spud four horizontal wells to date and therefore are subject to increased risks associated with horizontal drilling as compared to companies that have greater experience
in horizontal drilling activities. Risks that we face while drilling include, but are not limited to, failing to land our wellbore in the desired drilling zone, not staying in the desired drilling zone while drilling horizontally through the
formation, not running our casing the entire length of the wellbore and not being able to run tools and other equipment consistently through the horizontal wellbore. Risks that we face while completing our wells include, but are not limited to, not
being able to fracture stimulate the planned number of stages, not being able to run tools the entire length of the wellbore during completion operations and not successfully cleaning out the wellbore after completion of the final fracture
stimulation stage. In addition, to the extent we engage in horizontal drilling, those activities may adversely affect our ability to successfully drill in one or more of our identified vertical drilling locations. Ultimately, the success of these
drilling and completion techniques can only be evaluated over time as more wells are drilled and production profiles are established over a sufficiently long time period. If our drilling results are less than anticipated or we are unable to execute
our drilling program because of capital constraints, lease expirations, access to gathering systems and/or commodity prices decline, the return on our investment in these areas may not be as attractive as we anticipate. Further, as a result of any
of these developments we could incur material write-downs of our oil and natural gas properties and the value of our undeveloped acreage could decline in the future.
Increases in interest rates could adversely affect our business.
Our business and operating results can be harmed by factors such as the availability, terms and cost of capital, increases in interest
rates or a reduction in credit rating. These changes could cause our cost of doing business to increase, limit our ability to pursue acquisition opportunities, reduce cash flow used for drilling and place us at a competitive disadvantage. Potential
disruptions and volatility in the global financial markets may lead to a contraction in credit availability impacting our ability to finance our operations. We require continued access to capital. A significant reduction in cash flows from
operations or the availability of credit could materially and adversely affect our ability to achieve our planned growth and operating results.
Certain federal income tax deductions currently available with respect to oil and natural gas exploration and development may be eliminated, and
additional state taxes on oil and natural gas extraction may be imposed, as a result of future legislation.
The Fiscal
Year 2015 Budget proposed by the President recommends the elimination of certain key U.S. federal income tax incentives currently available to oil and gas exploration and production companies, and legislation has been introduced in Congress that
would implement many of these proposals. Such changes include, but are not limited to, (i) the repeal of the percentage depletion allowance for oil and gas properties; (ii) the elimination of current deductions for intangible drilling and
development costs; (iii) the elimination of the deduction for certain U.S. production activities for oil and gas production; and (iv) an extension of the amortization period for certain geological and geophysical expenditures. It is
unclear, however, whether any such changes will be enacted or how soon such changes could be effective.
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The passage of this legislation or any other similar change in U.S. federal income tax law
could eliminate or postpone certain tax deductions that are currently available with respect to oil and natural gas exploration and development, and any such change could negatively affect our financial condition and results of operations.
Our use of 2-D and 3-D seismic data is subject to interpretation and may not accurately identify the presence of oil and natural gas,
which could adversely affect the results of our drilling operations.
Even when properly used and interpreted, 2-D and
3-D seismic data and visualization techniques are only tools used to assist geoscientists in identifying subsurface structures and hydrocarbon indicators and do not enable the interpreter to know whether hydrocarbons are, in fact, present in those
structures. In addition, the use of 3-D seismic and other advanced technologies requires greater predrilling expenditures than traditional drilling strategies, and we could incur losses as a result of such expenditures. As a result, our drilling
activities may not be successful or economical.
Our operations are substantially dependent on the availability of water. Restrictions
on our ability to obtain water may have an adverse effect on our financial condition, results of operations and cash flows.
Water is an essential component of deep shale oil and natural gas production during both the drilling and hydraulic fracturing processes. Historically, we have been able to purchase water from local land
owners for use in our operations. According to the Lower Colorado River Authority, during 2011, Texas experienced the lowest inflows of water of any year in recorded history. These drought conditions have led governmental authorities to restrict the
use of water subject to their jurisdiction for hydraulic fracturing to protect local water supplies. If we are unable to obtain water to use in our operations from local sources, we may be unable to produce oil and natural gas economically, which
could have an adverse effect on our financial condition, results of operations and cash flows.
Restrictions on drilling activities
intended to protect certain species of wildlife may adversely affect our ability to conduct drilling activities areas where we operate.
Oil and natural gas operations in our operating areas may be adversely affected by seasonal or permanent restrictions on drilling activities designed to protect various wildlife. Seasonal restrictions may
limit our ability to operate in protected areas and can intensify competition for drilling rigs, oilfield equipment, services, supplies and qualified personnel, which may lead to periodic shortages when drilling is allowed. These constraints and the
resulting shortages or high costs could delay our operations or materially increase our operating and capital costs. Permanent restrictions imposed to protect endangered species could prohibit drilling in certain areas or require the implementation
of expensive mitigation measures. The designation of previously unprotected species in areas where we operate as threatened or endangered could cause us to incur increased costs arising from species protection measures or could result in limitations
on our exploration and production activities that could have a material adverse impact on our ability to develop and produce our reserves.
The enactment of derivatives legislation could have an adverse effect on our ability to use derivative instruments to reduce the effect of
commodity price, interest rate and other risks associated with our business.
The Dodd-Frank Act, enacted on
July 21, 2010, established federal oversight and regulation of the over-the-counter derivatives market and of entities, such as us, that participate in that market. The Dodd-Frank Act requires the Commodity Futures Trading Commission
(“CFTC”) and the SEC to promulgate rules and regulations implementing the Dodd-Frank Act. In its rulemaking under the Dodd-Frank Act, the CFTC has issued final regulations to set position limits for certain futures and option contracts in
the major energy markets and for swaps that are their economic equivalents. Certain bona fide derivative transactions would be exempt from these position limits. The position limits rule was vacated by the United States District Court for the
District of Columbia in September of 2012 although the CFTC has stated that it will appeal the District Court’s decision. The CFTC also has finalized other regulations, including critical rulemakings on the definition of “swap,”
“security-based swap,” “swap dealer” and “major swap participant.” The Dodd-Frank Act and CFTC rules also will require us, in connection with certain derivatives activities, to comply with clearing and trade-execution
requirements (or to take
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steps to qualify for an exemption to such requirements). In addition, new regulations may require us to comply with margin requirements although these regulations are not finalized and their
application to us is uncertain at this time. Other regulations also remain to be finalized, and the CFTC recently has delayed the compliance dates for various regulations already finalized. As a result, it is not possible at this time to predict
with certainty the full effects of the Dodd-Frank Act and CFTC rules on us or the timing of such effects. The Dodd-Frank Act also may require the counterparties to our derivative instruments to spin off some of their derivatives activities to a
separate entity, which may not be as creditworthy as the current counterparty. The Dodd-Frank Act and any new regulations could significantly increase the cost of derivative contracts (including through requirements to post collateral, which could
adversely affect our available liquidity), materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks we encounter, reduce our ability to monetize or restructure our existing derivative
contracts, and increase our exposure to less creditworthy counterparties. If we reduce our use of derivatives as a result of the Dodd-Frank Act and CFTC rules, our results of operations may become more volatile and our cash flows may be less
predictable, which could adversely affect our ability to plan for and fund capital expenditures. Finally, the Dodd-Frank Act was intended, in part, to reduce the volatility of oil and natural gas prices, which some legislators attributed to
speculative trading in derivatives and commodity instruments related to oil and natural gas. Our revenues could therefore be adversely affected if a consequence of the Dodd-Frank Act and CFTC rules is to lower commodity prices. Any of these
consequences could have a material and adverse effect on us, our financial condition or our results of operations.
We may not be able
to keep pace with technological developments in our industry.
The oil and natural gas industry is characterized by
rapid and significant technological advancements and introductions of new products and services using new technologies. As others use or develop new technologies, we may be placed at a competitive disadvantage or may be forced by competitive
pressures to implement those new technologies at substantial costs. In addition, other oil and natural gas companies may have greater financial, technical and personnel resources that allow them to enjoy technological advantages and that may in the
future allow them to implement new technologies before we can. We may not be able to respond to these competitive pressures or implement new technologies on a timely basis or at an acceptable cost. If one or more of the technologies we use now or in
the future were to become obsolete, our business, financial condition or results of operations could be materially and adversely affected.
Loss of our information and computer systems could adversely affect our business.
We are heavily dependent on our information systems and computer based programs, including our well operations information, seismic data,
electronic data processing and accounting data. If any of such programs or systems were to fail or create erroneous information in our hardware or software network infrastructure, possible consequences include our loss of communication links,
inability to find, produce, process and sell oil and natural gas and inability to automatically process commercial transactions or engage in similar automated or computerized business activities. Any such consequence could have a material adverse
effect on our business.
The corporate opportunity provisions in our certificate of incorporation could enable NGP to benefit from
corporate opportunities that might otherwise be available to us.
Subject to the limitations of applicable law, our
certificate of incorporation, among other things:
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permits us to enter into transactions with entities in which one or more of our officers or directors are financially or otherwise interested;
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permits any of our shareholders, officers or directors to conduct business that competes with us and to make investments in any kind of property in
which we may make investments; and
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provides that if any director or officer of one of our affiliates who is also one of our officers or directors becomes aware of a potential business
opportunity, transaction or other matter (other than one expressly offered to that director or officer in writing solely in his or her capacity as our director or officer), that director or officer will have no duty to communicate or offer that
opportunity to us, and will be permitted
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to communicate or offer that opportunity to such affiliates and that director or officer will not be deemed to have (1) acted in a manner inconsistent with his or her fiduciary or other
duties to us regarding the opportunity or (2) acted in bad faith or in a manner inconsistent with our best interests.
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As a result, NGP or their affiliates may become aware, from time to time, of certain business opportunities, such as acquisition opportunities, and may
direct such opportunities to other businesses in which they have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunity. Further, such businesses may choose to compete with us for these
opportunities. As a result, our renouncing our interest and expectancy in any business opportunity that may be from time to time presented to NGP and their affiliates could adversely impact our business or prospects if attractive business
opportunities are procured by such parties for their own benefit rather than for ours. Please read “Description of Capital Stock.”
If we are unable to comply with the restrictions and covenants in our revolving credit facility, there could be an event of default under the terms
of our revolving credit facility, which could results in an acceleration of repayment.
If we are unable to comply with
the restrictions and covenants in our revolving credit facility, there could be an event of default under the terms of this facility. Our ability to comply with these restrictions and covenants, including meeting the financial ratios and tests under
our revolving credit facility, may be affected by events beyond our control. As a result, we cannot assure that we will be able to comply with these restrictions and covenants or meet such financial ratios and tests. In the event of a default under
our revolving credit facility, the lenders could terminate their commitments to lend or accelerate the loans and declare all amounts borrowed due and payable. If any of these events occur, our assets might not be sufficient to repay in full all of
our outstanding indebtedness and we may be unable to find alternative financing. Even if we could obtain alternative financing, it might not be on terms that are favorable or acceptable to us. Additionally, we may not be able to amend our revolving
credit facility or obtain needed waivers on satisfactory terms.
In April 2014, we determined that as of December 31,
2013, we were not in compliance with the quarterly current ratio requirement under our credit facility, which resulted in an event of default under that agreement. On April 11, 2014, we received a waiver of this event of default and are currently in
compliance with the current ratio requirement. We cannot give you any assurance that we will be able to obtain waivers for any future or continuing failures to meet financial covenants or that our lenders will not seek to exercise any remedies or
accelerate the repayment of our debt as a result of such failures.
Risks Related to the Offering and our Class A Common Stock
We are a holding company. Our sole material asset after completion of this offering will be our equity interest in Parsley LLC and
we are accordingly dependent upon distributions from Parsley LLC to pay taxes, make payments under the Tax Receivable Agreement and cover our corporate and other overhead expenses.
We are a holding company and will have no material assets other than our equity interest in Parsley LLC. Please see “Corporate
Reorganization.” We have no independent means of generating revenue. To the extent Parsley LLC has available cash, we intend to cause Parsley LLC to make distributions to its unitholders, including us, in an amount sufficient to cover all
applicable taxes at assumed tax rates and payments under the Tax Receivable Agreement we will enter into with Parsley LLC and the PE Unit Holders, and to reimburse us for our corporate and other overhead expenses. We are limited, however, in our
ability to cause Parsley LLC and its subsidiaries to make these and other distributions to us due to the restrictions under our credit facilities. To the extent that we need funds and Parsley LLC or its subsidiaries are restricted from making such
distributions under applicable law or regulation or under the terms of their financing arrangements, or are otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition.
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The initial public offering price of our Class A common stock may not be indicative of the market
price of our Class A common stock after this offering. In addition, an active, liquid and orderly trading market for our Class A common stock may not develop or be maintained, and our stock price may be volatile.
Prior to this offering, our Class A common stock was not traded on any market. An active, liquid and orderly trading market for our
Class A common stock may not develop or be maintained after this offering. Active, liquid and orderly trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase and sale orders. The
market price of our Class A common stock could vary significantly as a result of a number of factors, some of which are beyond our control. In the event of a drop in the market price of our Class A common stock, you could lose a
substantial part or all of your investment in our Class A common stock. The initial public offering price will be negotiated between us, the selling shareholders and representatives of the underwriters, based on numerous factors which we
discuss in “Underwriting (Conflicts of Interest),” and may not be indicative of the market price of our Class A common stock after this offering. Consequently, you may not be able to sell shares of our Class A common stock at
prices equal to or greater than the price paid by you in this offering.
The following factors could affect our stock price:
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our operating and financial performance and drilling locations, including reserve estimates;
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quarterly variations in the rate of growth of our financial indicators, such as net income per share, net income and revenues;
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the public reaction to our press releases, our other public announcements and our filings with the SEC;
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strategic actions by our competitors;
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changes in revenue or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts;
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speculation in the press or investment community;
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the failure of research analysts to cover our Class A common stock;
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sales of our Class A common stock by us, the selling shareholders or other shareholders, or the perception that such sales may occur;
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changes in accounting principles, policies, guidance, interpretations or standards;
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additions or departures of key management personnel;
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actions by our shareholders;
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general market conditions, including fluctuations in commodity prices;
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domestic and international economic, legal and regulatory factors unrelated to our performance; and
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the realization of any risks describes under this “Risk Factors” section.
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The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular
companies. These broad market fluctuations may adversely affect the trading price of our Class A common stock. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market
and in the market price of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our business, operating results and financial
condition.
Our principal shareholders will collectively hold a substantial majority of the voting power of our common stock.
Holders of Class A common stock and Class B common stock will vote together as a single class on all matters
presented to our shareholders for their vote or approval, except as otherwise required by applicable law or our certificate of incorporation. Upon completion of this offering (assuming no exercise of the underwriters’ option to purchase
additional shares), the Existing Owners will own approximately 44.9% of our Class A common stock and 100% of our Class B common stock (representing 60.7% of our combined economic interest and voting power).
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Although the Existing Owners are entitled to act separately in their own respective
interests with respect to their stock in us, the Existing Owners will together have the ability to elect all of the members of our board of directors, and thereby to control our management and affairs. In addition, they will be able to determine the
outcome of all matters requiring shareholder approval, including mergers and other material transactions, and will be able to cause or prevent a change in the composition of our board of directors or a change in control of our company that could
deprive our shareholders of an opportunity to receive a premium for their Class A common stock as part of a sale of our company. The existence of significant shareholders may also have the effect of deterring hostile takeovers, delaying or
preventing changes in control or changes in management, or limiting the ability of our other shareholders to approve transactions that they may deem to be in the best interests of our company.
So long as the Existing Owners continue to control a significant amount of our common stock, each will continue to be able to strongly
influence all matters requiring shareholder approval, regardless of whether or not other shareholders believe that a potential transaction is in their own best interests. In any of these matters, the interests of the Existing Owners may differ or
conflict with the interests of our other shareholders. In addition, NGP and its affiliates may, from time to time, acquire interests in businesses that directly or indirectly compete with our business, as well as businesses that are significant
existing or potential customers. NGP and its affiliates may acquire or seek to acquire assets that we seek to acquire and, as a result, those acquisition opportunities may not be available to us or may be more expensive for us to pursue. Moreover,
this concentration of stock ownership may also adversely affect the trading price of our Class A common stock to the extent investors perceive a disadvantage in owning stock of a company with a controlling shareholder.
We have engaged in transactions with our affiliates and expect to do so in the future. The terms of such transactions and the resolution of any
conflicts that may arise may not always be in our or our shareholders’ best interests.
We have engaged in
transactions and expect to continue to engage in transactions with affiliated companies, as described under the caption “Certain Relationships and Related Party Transactions.”
Our amended and restated certificate of incorporation and amended and restated bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which
may adversely affect the market price of our Class A common stock.
Our amended and restated certificate of
incorporation authorizes our board of directors to issue preferred stock without shareholder approval. If our board of directors elects to issue preferred stock, it could be more difficult for a third party to acquire us. In addition, some
provisions of our amended and restated certificate of incorporation and amended and restated bylaws could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our shareholders,
including:
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limitations on the removal of directors;
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limitations on the ability of our shareholders to call special meetings;
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establishing advance notice provisions for shareholder proposals and nominations for elections to the board of directors to be acted upon at meetings
of shareholders;
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providing that the board of directors is expressly authorized to adopt, or to alter or repeal our bylaws; and
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establishing advance notice and certain information requirements for nominations for election to our board of directors or for proposing matters that
can be acted upon by shareholders at shareholder meetings.
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In addition, certain change of control events
have the effect of accelerating the payment due under our Tax Receivable Agreement, which could be substantial and accordingly serve as a disincentive to a potential acquirer of our company. Please see “—In certain cases, payments under
the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the Tax Receivable Agreement.”
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Our amended and restated certificate of incorporation will designate the Court of Chancery of the
State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or
our directors, officers, employees or agents.
Our amended and restated certificate of incorporation will provide
that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action
or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim against us or
any director or officer or other employee of ours arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”), our amended and restated certificate of incorporation or our bylaws, or (iv) any action
asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties
named as defendants therein. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our amended and restated certificate of
incorporation described in the preceding sentence. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or
agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of
the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.
Investors in this offering will experience immediate and substantial dilution of $11.10 per share.
Based on an assumed initial public offering price of $16.50 per share (the midpoint of the range set forth on the cover of this
prospectus), purchasers of our Class A common stock in this offering will experience an immediate and substantial dilution of $11.10 per share in the as adjusted net tangible book value per share of Class A common stock from the initial
public offering price, and our as adjusted net tangible book value as of March 31, 2014 after giving effect to this offering would be $5.40 per share. This dilution is due in large part to earlier investors having paid substantially less than
the initial public offering price when they purchased their shares. See “Dilution.”
We may invest or spend the proceeds
of this offering in ways with which you may not agree or in ways which may not yield a return.
A portion of the net
proceeds from this offering are expected to be used for general corporate purposes, including working capital. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of
your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or market value. Until the net proceeds are used, they may be
placed in investments that do not produce significant income or that may lose value.
We do not intend to pay dividends on our
Class A common stock, and our credit facilities place certain restrictions on our ability to do so. Consequently, your only opportunity to achieve a return on your investment is if the price of our Class A common stock appreciates.
We do not plan to declare dividends on shares of our Class A common stock in the foreseeable future.
Additionally, our credit facilities place certain restrictions on our ability to pay cash dividends. Consequently, your only opportunity to achieve a return on your investment in us will be if you sell your Class A common stock at a price
greater than you paid for it. There is no guarantee that the price of our Class A common stock that will prevail in the market will ever exceed the price that you pay in this offering.
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Future sales of our Class A common stock in the public market could reduce our stock price, and
any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.
Subject to certain limitations and exceptions, the PE Unit Holders may exchange their PE Units (together with a corresponding number of shares of Class B common stock) for shares of Class A common
stock (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions) and then sell those shares of Class A common stock. Additionally, we may issue
additional shares of Class A common stock or convertible securities in subsequent public offerings. After the completion of this offering, we will have 79,627,508 outstanding shares of Class A common stock and 32,086,042 outstanding shares
of Class B common stock. This number includes 43,900,000 shares of Class A common stock that we and the selling shareholders are selling in this offering and the 6,585,000 shares of Class A common stock that we may sell in this offering if the
underwriters’ option to purchase additional shares is fully exercised, which may be resold immediately in the public market. Following the completion of this offering, the Existing Owners will own 35,727,508 shares of Class A common stock
and 32,086,042 shares of Class B common stock, representing approximately 60.7% (or 57.3% if the underwriters’ option to purchase additional shares is exercised in full) of our total outstanding common stock. All such shares are restricted from
immediate resale under the federal securities laws and are subject to the lock-up agreements between such parties and the underwriters described in “Underwriting (Conflicts of Interest),” but may be sold into the market in the future. We
expect that certain of the Existing Owners will be party to a registration rights agreement with us that will require us to effect the registration of their shares in certain circumstances no earlier than the expiration of the lock-up period
contained in the underwriting agreement entered into in connection with this offering. Employees will be subject to certain restrictions on the sale of their shares for 180 days after the date of this prospectus; however, after such period, and
subject to compliance with the Securities Act or exemptions therefrom, these employees may sell such shares into the public market. See “Shares Eligible for Future Sale” and “Certain Relationships and Related Party
Transactions—Registration Rights Agreement.”
In connection with this offering, we intend to file a registration
statement with the SEC on Form S-8 providing for the registration of 12,727,273 shares of our Class A common stock issued or reserved for issuance under our equity incentive plan. Subject to the satisfaction of vesting conditions and the
expiration of lock-up agreements, shares registered under the registration statement on Form S-8 will be available for resale immediately in the public market without restriction.
We cannot predict the size of future issuances of our Class A common stock or securities convertible into Class A common stock
or the effect, if any, that future issuances and sales of shares of our Class A common stock will have on the market price of our Class A common stock. Sales of substantial amounts of our Class A common stock (including shares issued
in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A common stock.
The underwriters of this offering may waive or release parties to the lock-up agreements entered into in connection with this offering, which could adversely affect the price of our Class A
common stock.
Our directors and executive officers have entered into lock-up agreements with respect to their
Class A common stock, pursuant to which they are subject to certain resale restrictions for a period of 180 days following the effectiveness date of the registration statement of which this prospectus forms a part. Credit Suisse, at any time
and without notice, may release all or any portion of the Class A common stock subject to the foregoing lock-up agreements. If the restrictions under the lock-up agreements are waived, then Class A common stock will be available for sale
into the public markets, which could cause the market price of our Class A common stock to decline and impair our ability to raise capital.
We will be required to make payments under the Tax Receivable Agreement for certain tax benefits we may claim, and the amounts of such payments could be significant.
We will enter into a Tax Receivable Agreement with the TRA Holders. This agreement generally provides for the payment by us to a TRA
Holder of 85% of the net cash savings, if any, in U.S. federal, state and local
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income tax or franchise tax that we actually realize (or are deemed to realize in certain circumstances) in periods after this offering as a result of (i) any tax basis increases resulting from
the contribution in connection with this offering by such TRA Holder of all or a portion of its PE Units to Parsley Inc. in exchange for shares of Class A common stock, (ii) the tax basis increases resulting from the exchange by such TRA
Holder of PE Units for shares of Class A common stock pursuant to the Exchange Right (or resulting from an exchange of PE Units for cash pursuant to the Cash Option) and (iii) imputed interest deemed to be paid by us as a result of, and
additional tax basis arising from, any payments we make under the Tax Receivable Agreement. In addition, payments we make under the Tax Receivable Agreement will be increased by any interest accrued from the due date (without extensions) of the
corresponding tax return.
The payment obligations under the Tax Receivable Agreement are our obligations and not obligations
of Parsley LLC. For purposes of the Tax Receivable Agreement, cash savings in tax generally are calculated by comparing our actual tax liability to the amount we would have been required to pay had we not been able to utilize any of the tax benefits
subject to the Tax Receivable Agreement. The term of the Tax Receivable Agreement will commence upon the completion of this offering and will continue until all such tax benefits have been utilized or expired, unless we exercise our right to
terminate the Tax Receivable Agreement by making the termination payment specified in the agreement.
The actual increase in
tax basis, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of the exchanges of PE Units, the price of Class A common stock at the time of
each exchange, the extent to which such exchanges are taxable, the amount and timing of the taxable income we generate in the future and the tax rate then applicable, and the portion of our payments under the Tax Receivable Agreement constituting
imputed interest or depletable, depreciable or amortizable basis. We expect that the payments that we will be required to make under the Tax Receivable Agreement could be substantial.
The payments under the Tax Receivable Agreement will not be conditioned upon a holder of rights under the Tax Receivable Agreement having
a continued ownership interest in us. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”
In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, we
realize in respect of the tax attributes subject to the Tax Receivable Agreement.
If we elect to terminate the Tax
Receivable Agreement early or it is terminated early due to certain mergers or other changes of control we would be required to make an immediate payment equal to the present value of the anticipated future tax benefits subject to the Tax Receivable
Agreement, which calculation of anticipated future tax benefits will be based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, including the assumption that we have sufficient taxable income to fully utilize such
benefits and that any PE Units that the PE Unit Holders or their permitted transferees own on the termination date are deemed to be exchanged on the termination date. Any early termination payment may be made significantly in advance of the actual
realization, if any, of such future benefits.
In these situations, our obligations under the Tax Receivable Agreement
could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control due to the additional transaction
cost a potential acquirer may attribute to satisfying such obligations. For example, if the Tax Receivable Agreement were terminated immediately after this offering, the estimated termination payment would be approximately $160.4 million
(calculated using a discount rate equal to the LIBOR, plus 300 basis points, applied against an undiscounted liability of $233.4 million). The foregoing number is merely an estimate and the actual payment could differ materially. There can be
no assurance that we will be able to finance our obligations under the Tax Receivable Agreement.
Payments under the Tax
Receivable Agreement will be based on the tax reporting positions that we will determine. The holders of rights under the Tax Receivable Agreement will not reimburse us for any payments
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previously made under the Tax Receivable Agreement if such basis increases or other benefits are subsequently disallowed, except that excess payments made to any such holder will be netted
against payments otherwise to be made, if any, to such holder after our determination of such excess. As a result, in such circumstances, we could make payments that are greater than our actual cash tax savings, if any, and may not be able to recoup
those payments, which could adversely affect our liquidity.
We may issue preferred stock whose terms could adversely affect the voting
power or value of our Class A common stock.
Our certificate of incorporation authorizes us to issue, without the
approval of our shareholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our Class A common stock respecting dividends and distributions,
as our board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our Class A common stock. For example, we might grant holders of preferred stock the
right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of
preferred stock could affect the residual value of the Class A common stock.
If we fail to develop or maintain an effective
system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential shareholders could lose confidence in our financial reporting, which would harm our business and the
trading price of our Class A common stock.
Effective internal controls are necessary for us to provide reliable
financial reports, prevent fraud and operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. We cannot be certain that our efforts to develop
and maintain our internal controls will be successful, that we will be able to maintain adequate controls over our financial processes and reporting in the future or that we will be able to comply with our obligations under Section 404 of the
Sarbanes Oxley Act of 2002. We identified a significant deficiency in our internal control over financial reporting relating to the under-reporting of production volumes for the first quarter of 2014 as a result of certain calculation errors and the
failure to record production from a discrete number of wells. See Note 2 to our condensed consolidated and combined financial statements as of March 31, 2014, included in this prospectus. Although we are taking steps to strengthen our
accounting staff and internal controls and plan to take additional measures to remediate the underlying causes of this significant deficiency, including implementing an additional level of review of production volumes as reported in our financial
statements by our Chief Operating Officer, we cannot at this time estimate how long it will take, and our initiatives may not prove to be successful in remediating this significant deficiency. Any failure to develop or maintain effective internal
controls, or difficulties encountered in implementing or improving our internal controls, could harm our operating results or cause us to fail to meet our reporting obligations. Ineffective internal controls could also cause investors to lose
confidence in our reported financial information, which would likely have a negative effect on the trading price of our Class A common stock.
For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our
executive compensation, that apply to other public companies.
In April 2012, President Obama signed into law the JOBS
Act. We are classified as an “emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other
things, (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (ii) comply
with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements
of the issuer, (iii) provide certain disclosure regarding executive compensation required of larger public companies or (iv) hold nonbinding advisory votes on executive compensation. We will remain an
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emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.0 billion of revenues in a fiscal year, have more than $700 million in market value
of our Class A common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.
To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting
than issuers that are not emerging growth companies. If some investors find our common stock to be less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information in this prospectus includes “forward-looking statements.” All statements, other than statements
of historical fact included in this prospectus, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in
this prospectus, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome
and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors” included in this prospectus. These
forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events.
Forward-looking statements may include statements about our:
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exploration and development drilling prospects, inventories, projects and programs;
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ability to replace the reserves we produce through drilling and property acquisitions;
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financial strategy, liquidity and capital required for our development program;
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realized oil and natural gas prices;
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timing and amount of future production of oil and natural gas;
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hedging strategy and results;
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competition and government regulations;
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ability to obtain permits and governmental approvals;
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pending legal or environmental matters;
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marketing of oil and natural gas;
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leasehold or business acquisitions;
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costs of developing our properties;
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general economic conditions;
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uncertainty regarding our future operating results; and
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plans, objectives, expectations and intentions contained in this prospectus that are not historical.
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We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to
predict and many of which are beyond our control, incident to the exploration for and development, production, gathering and sale of oil and natural gas. These risks include, but are not limited to, commodity price volatility, inflation, lack of
availability of drilling and production equipment and services, environmental risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating reserves and in projecting future rates of production, cash flow and
access to capital, the timing of development expenditures, and the other risks described under “Risk Factors” in this prospectus.
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Reserve engineering is a process of estimating underground accumulations of oil and natural
gas that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of
drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may
differ significantly from the quantities of oil and natural gas that are ultimately recovered.
Should one or more of the
risks or uncertainties described in this prospectus occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.
All forward-looking statements, expressed or implied, included in this prospectus are expressly qualified in their entirety by this
cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly
qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus.
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USE OF PROCEEDS
We expect the net proceeds from this offering to be approximately $562.5 million, assuming an initial public offering price of
$16.50 per share (the midpoint of the price range set forth on the cover page of this prospectus) and after deducting estimated underwriting discounts and commissions and estimated offering expenses of approximately $37.5 million, in the
aggregate.
We intend to contribute all of the net proceeds from this offering to Parsley LLC in exchange for PE Units.
Parsley LLC will use (i) approximately $6.7 million to make a cash payment in settlement of the Preferred Return, (ii) $165.3 million to reduce amounts drawn under Parsley LLC’s revolving credit facility, (iii)
$132.8 million to fund the OGX Acquisition and related fees and expenses and (iv) any remaining net proceeds to fund a portion of our exploration and development program. In the event the acquisition of the OGX Acquisition does not close,
we would use the net proceeds for general corporate purposes, including to fund a portion of our exploration and development program.
Our revolving credit facility matures on September 10, 2018. As of March 31, 2014, the revolving credit facility had a balance of approximately $130.0 million and bore interest at a weighted average
interest rate of 2.56%. The borrowings to be repaid were incurred primarily to fund capital expenditures and the growth of our business. While we currently do not have plans to immediately borrow additional amounts under our revolving credit
facility, we may at any time reborrow amounts repaid under our revolving credit facility and we expect to do so to fund our capital program and for other general corporate purposes.
We have granted the underwriters a 30-day option to purchase up to an aggregate of 6,585,000 additional shares of our Class A common
stock. We will use the proceeds from the sale of these additional shares for to fund our exploration and development program.
A $1.00 increase or decrease in the assumed initial public offering price of $16.50 per share would cause the net proceeds from this
offering, after deducting the underwriting discounts and commissions and estimated offering expenses, received by us to increase or decrease, respectively, by approximately $34.4 million, assuming the number of shares offered by us, as set
forth on the cover page of this prospectus remains the same. If the proceeds increase due to a higher initial public offering price or due to the issuance of additional shares, we would use the additional net proceeds to fund our exploration and
development program. If the proceeds decrease due to a lower initial public offering price or a decrease in the number of shares issued, then we would reduce by a corresponding amount the net proceeds directed to reduce amounts drawn under Parsley
LLC’s revolving credit facility. Any reduction in net proceeds may cause us to need to borrow additional funds under our credit facilities to fund our operations, which would increase our interest expense and decrease our net income.
We will not receive any of the proceeds from the sale of shares of our Class A common stock by the selling
shareholders. We will pay all expenses related to this offering, other than underwriting discounts and commissions related to the shares sold by the selling shareholders.
51
DIVIDEND POLICY
We do not anticipate declaring or paying any cash dividends to holders of our Class A common stock in the foreseeable future. We
currently intend to retain future earnings, if any, to finance the growth of our business. Our future dividend policy is within the discretion of our board of directors and will depend upon then-existing conditions, including our results of
operations, financial condition, capital requirements, investment opportunities, statutory restrictions on our ability to pay dividends and other factors our board of directors may deem relevant. In addition, our debt agreements restrict our ability
to pay cash dividends to holders of our Class A common stock.
52
CAPITALIZATION
The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2014:
|
|
•
|
|
on an as adjusted basis to give effect to (i) the issuance and sale of $150 million in senior unsecured notes as described under “Prospectus
Summary—Recent Developments—Senior Unsecured Notes” and (ii) the use of cash on hand and borrowings under our revolving credit facility to pay the purchase price for the Pacer Acquisition; and
|
|
|
•
|
|
on an as further adjusted basis after giving effect to (i) the transactions described under “Corporate Reorganization,” (ii) the
sale of shares of our Class A common stock in this offering at an assumed initial offering price of $16.50 per share (which is the midpoint of the range set forth on the cover of this prospectus) and (iii) the application of the net
proceeds from this offering as set forth under “Use of Proceeds,” including the use of $132.8 million of the net proceeds to fund the OGX Acquisition.
|
You should read the following table in conjunction with “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and our consolidated financial statements and related notes appearing elsewhere in this prospectus.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2014
|
|
|
|
|
Actual(1)
|
|
|
As
Adjusted
|
|
|
As Further
Adjusted(2)
|
|
|
|
|
(in thousands)
|
|
|
Cash and cash equivalents
|
|
$
|
2,398
|
|
|
$
|
27,488
|
|
|
$
|
287,798
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving credit facility(3)
|
|
$
|
130,000
|
|
|
$
|
165,282
|
|
|
$
|
—
|
|
|
7.5% Senior Notes due 2022(4)
|
|
|
400,000
|
|
|
|
550,000
|
|
|
|
550,000
|
|
|
Other debt
|
|
|
3,075
|
|
|
|
3,075
|
|
|
|
3,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
$
|
533,075
|
|
|
$
|
718,357
|
|
|
$
|
553,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine equity(5)
|
|
$
|
78,880
|
|
|
$
|
78,880
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members’ equity
|
|
$
|
31,663
|
|
|
$
|
31,663
|
|
|
$
|
—
|
|
|
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.01 per share; no shares authorized, issued or outstanding, actual or as adjusted; and 50,000,000 shares
authorized, no shares issued and outstanding, as further adjusted
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Class A common stock, $0.01 par value; no shares authorized, issued or outstanding, actual or as adjusted; and 600,000,000
shares authorized, 79,627,508 shares issued and outstanding, as further adjusted
|
|
|
—
|
|
|
|
—
|
|
|
|
797
|
|
|
Class B common stock, $0.01 par value; no shares authorized, issued or outstanding, actual or as adjusted; and 125,000,000 shares
authorized, 32,086,042 shares issued and outstanding, as further adjusted
|
|
|
—
|
|
|
|
—
|
|
|
|
321
|
|
|
Additional paid-in capital
|
|
|
—
|
|
|
|
—
|
|
|
|
450,702
|
|
|
Accumulated deficit
|
|
|
—
|
|
|
|
—
|
|
|
|
(41,146
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders’ equity
|
|
|
31,663
|
|
|
|
31,663
|
|
|
|
410,674
|
|
|
Noncontrolling interest
|
|
|
—
|
|
|
|
—
|
|
|
|
192,271
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
$
|
31,663
|
|
|
$
|
31,663
|
|
|
$
|
602,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capitalization
|
|
$
|
643,618
|
|
|
$
|
828,900
|
|
|
$
|
1,156,020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Parsley Inc. was incorporated in December 2013. The data in this table has been derived from the historical consolidated and combined financial
statements included in this prospectus which pertain to the assets, liabilities, revenues and expenses of our accounting predecessor.
|
53
|
(2)
|
A $1.00 increase (decrease) in the assumed initial public offering price of $16.50 per share, which is the midpoint of the price range set forth on the cover page of
this prospectus, would have no effect on our total indebtedness and would increase (decrease) cash and cash equivalents, additional paid-in capital, total shareholders’ equity and total capitalization each by approximately $34.4 million,
assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also
increase or decrease the number of shares we are offering. An increase (decrease) of one million shares offered by us at an assumed offering price of $16.50 per share, which is the midpoint of the price range set forth on the cover page of this
prospectus, would increase (decrease) cash and cash equivalents by approximately $15.6 million and increase (decrease) additional paid-in capital, total shareholders’ equity and total capitalization each by approximately $15.6 million,
after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Cash and cash equivalents as of March 31, 2014 reflects $2.5 million of the estimated expenses from this offering that have already
been paid.
|
|
(3)
|
As of April 30, 2014, the borrowing base was $327.5 million, the outstanding balance totaled $175.3 million including an outstanding letter of credit in the amount
of $0.3 million, and we were able to incur approximately $152.3 million of indebtedness under our revolving credit facility. After giving effect to the consummation of the corporate reorganization and the application of the net proceeds of this
offering, we expect to have $327.2 million of available borrowing capacity under our revolving credit facility.
|
|
(4)
|
Reflected at principal amount and excludes issue premium on the notes issued in April 2014 of $6.0 million, which will be amortized over the life of the notes.
|
|
(5)
|
On June 11, 2013, Parsley LLC issued membership interests to NGP and other investors for total consideration of $73.5 million. These interest holders were granted
certain rights under Parsley LLC’s limited liability company agreement. Included with these rights were (1) the right to receive a return on their invested capital prior to any distribution to any other unit holders and (2) the right
to require Parsley LLC to redeem all, but not less than all, of such holder’s interest in Parsley LLC after the seventh anniversary, but before the eighth anniversary, of the date of their investment, or if Bryan Sheffield ceases to be Parsley
LLC’s Chief Executive Officer. As the investment by these holders is redeemable at their option, Parsley LLC has reflected this investment outside of permanent equity, under the heading “
Mezzanine Equity—Redeemable LLC
Units
” in Parsley LLC’s Condensed Consolidated and Combined Balance Sheet at December 31, 2013, in accordance with Accounting Standards Codification Topic 480,
“Distinguishing Liabilities from Equity.”
|
The information presented above assumes no exercise of the option to purchase additional shares by the
underwriters. The table does not reflect shares of Class A common stock reserved for issuance under our long-term incentive plan, which we plan to adopt in connection with this offering.
54
DILUTION
Purchasers of the Class A common stock in this offering will experience immediate and substantial dilution in the net tangible book
value per share of the Class A common stock for accounting purposes. Our net tangible book value as of March 31, 2014, after giving pro forma effect to the transactions described under “Corporate Reorganization,” was
approximately $37.9 million, or $0.50 per share of Class A common stock. Pro forma net tangible book value per share is determined by dividing our pro forma tangible net worth (tangible assets less total liabilities) by the total
number of outstanding shares of Class A common stock that will be outstanding immediately prior to the closing of this offering including giving effect to our corporate reorganization. After giving effect to the sale of the shares in this
offering and further assuming the receipt of the estimated net proceeds (assuming the midpoint of the range on the cover of this prospectus and after deducting estimated underwriting discounts and commissions and estimated offering expenses), our
adjusted pro forma net tangible book value as of March 31, 2014 would have been approximately $602.9 million, or $5.40 per share. This represents an immediate increase in the net tangible book value of $4.90 per share to our
existing shareholders and an immediate dilution (i.e., the difference between the offering price and the adjusted pro forma net tangible book value after this offering) to new investors purchasing shares in this offering of $11.10 per share.
The following table illustrates the per share dilution to new investors purchasing shares in this offering (assuming that 100% of our Class B common stock has been exchanged for Class A common stock):
|
|
|
|
|
|
|
|
|
|
|
Assumed initial public offering price per share
|
|
|
|
|
|
|
$ 16.50
|
|
|
Pro forma net tangible book value per share as of March 31, 2014 (after giving effect to our corporate
reorganization)
|
|
$
|
0.50
|
|
|
|
|
|
|
Increase per share attributable to new investors in the offering
|
|
$
|
4.90
|
|
|
|
|
|
|
As adjusted pro forma net tangible book value per share (after giving effect to our corporate reorganization and this
offering)
|
|
|
|
|
|
|
5.40
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilution in pro forma net tangible book value per share to new investors in this offering(1)
|
|
|
|
|
|
$
|
11.10
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
If the initial public offering price were to increase or decrease by $1.00 per share, then dilution in pro forma net tangible book value per share to new investors in
this offering would equal $11.80 or $10.41, respectively.
|
The following table summarizes, on an adjusted pro
forma basis as of March 31, 2014, the total number of shares of Class A common stock owned by existing shareholders (assuming that 100% of our Class B common stock has been exchanged for Class A common stock) and to be owned by new
investors, the total consideration paid, and the average price per share paid by our existing shareholders and to be paid by new investors in this offering at $16.50, the midpoint of the range of the initial public offering prices set forth on the
cover page of this prospectus, calculated before deduction of estimated underwriting discounts and commissions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Purchased
|
|
|
Total
Consideration
|
|
|
|
|
|
|
|
Number
|
|
|
Percent
|
|
|
Amount
|
|
|
Percent
|
|
|
Average Price
Per
Share
|
|
|
|
|
(in millions)
|
|
|
Existing shareholders(1)
|
|
|
75,349,914
|
|
|
|
67.4
|
%
|
|
$
|
73.5
|
|
|
|
10.9
|
%
|
|
$
|
0.976
|
|
|
New investors(2)
|
|
|
36,363,636
|
|
|
|
32.6
|
%
|
|
$
|
600
|
|
|
|
89.1
|
%
|
|
$
|
16.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
111,713,550
|
|
|
|
100
|
%
|
|
$
|
673.5
|
|
|
|
100
|
%
|
|
$
|
6.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The number of shares disclosed for the existing shareholders includes 7,536,364 shares being sold by the selling shareholders in this offering.
|
|
(2)
|
The number of shares disclosed for the new investors does not include the 7,536,364 shares being purchased by the new investors from the selling shareholders in this
offering.
|
55
The data in the table excludes 12,727,273 shares of Class A common stock initially
reserved for issuance under our equity incentive plan, based on an assumed public offering price of $16.50 per share (which is the midpoint of the price range set forth on the cover page of this prospectus).
If the underwriters’ option to purchase additional shares is exercised in full, the number of shares held by new investors will be
increased to 50,485,000, or approximately 58.6% of the total number of shares of Class A common stock.
56
SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED AND COMBINED
FINANCIAL DATA
Parsley Inc. was formed in December 2013 and does not have historical financial operating results. The
following table shows selected historical and pro forma consolidated and combined financial data of our accounting predecessor, Parsley LLC and its predecessors, for the periods and as of the dates presented. Parsley LLC was formed on June 11,
2013. Concurrent with the formation of Parsley LLC, all of the interest holders in Parsley Energy, L.P., Parsley Energy Management, LLC and Parsley Energy Operations, LLC exchanged their interests in each such entity for common units in Parsley LLC
(the “Exchange”). The Exchange was treated as a reorganization of entities under common control. Due to the factors described in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Overview” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting the Comparability of Our Financial Condition and Results of Operations,” our future
results of operations will not be comparable to the historical results of our predecessor.
The selected historical
consolidated and combined financial data as of December 31, 2012 and 2013 and for the years ended December 31, 2011, 2012 and 2013 were derived from the audited historical consolidated and combined financial statements of our predecessor
included elsewhere in this prospectus. The summary unaudited historical interim consolidated and combined financial data as of and for the three months ended March 31, 2013 and 2014 were derived from the unaudited interim condensed consolidated
and combined financial statements of our predecessor included elsewhere in this prospectus. The summary unaudited historical consolidated and combined interim financial data has been prepared on a consistent basis with the audited consolidated and
combined financial statements of Parsley LLC. In the opinion of management, such summary unaudited historical consolidated and combined interim financial data reflects all adjustments (consisting of normal and recurring accruals) considered
necessary to present our financial position for the periods presented. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year because of the impact of fluctuations in
prices received from oil and natural gas, natural production declines, the uncertainty of exploration and development drilling results and other factors.
The selected unaudited pro forma consolidated and combined statement of operations data for the year ended December 31, 2013 has been prepared to give pro forma effect to (i) the reorganization
transactions described under “Corporate Reorganization” (ii) the Merit Acquisition, (iii) the Pacer Acquisition, (iv) the repayment and termination of our second lien credit facility and the repayment of amounts drawn under our revolving
credit facility and (v) this offering and the application of the net proceeds from this offering as if they had been completed as of January 1, 2013. The selected unaudited pro forma consolidated and combined balance sheet as of
March 31, 2014 has been prepared to give pro forma effect to these transactions as if they had been completed on March 31, 2014, respectively. The selected unaudited pro forma consolidated and combined financial data are presented for
informational purposes only and should not be considered indicative of actual results of operations that would have been achieved had the reorganization transactions and this offering been consummated on the dates indicated, and do not purport to be
indicative of statements of financial position or results of operations as of any future date or for any future period.
57
You should read the following table in conjunction with “Use of Proceeds,”
“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Corporate Reorganization,” the historical consolidated and combined financial statements of our predecessor and the pro forma
consolidated and combined financial statements of Parsley Inc. Among other things, those historical financial statements include more detailed information regarding the basis of presentation for the following information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Predecessor
|
|
|
Parsley Energy, Inc.
Pro
Forma
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
Year Ended
December 31,
2013
|
|
|
Three
Months
Ended
March 31,
2014
|
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2013
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
(in thousands, except per share data)
|
|
|
|
|
|
Consolidated and Combined Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil sales
|
|
$
|
8,702
|
|
|
$
|
30,443
|
|
|
$
|
97,839
|
|
|
$
|
13,532
|
|
|
$
|
45,828
|
|
|
$
|
114,223
|
|
|
$
|
49,794
|
|
|
Natural gas and natural gas liquids sales
|
|
|
2,132
|
|
|
|
7,236
|
|
|
|
23,179
|
|
|
|
2,725
|
|
|
|
11,902
|
|
|
|
29,220
|
|
|
|
13,271
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
10,834
|
|
|
|
37,679
|
|
|
|
121,018
|
|
|
|
16,257
|
|
|
|
57,730
|
|
|
|
143,443
|
|
|
|
63,065
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
|
1,446
|
|
|
|
4,646
|
|
|
|
16,572
|
|
|
|
2,617
|
|
|
|
7,018
|
|
|
|
17,104
|
|
|
|
7,217
|
|
|
Production and ad valorem taxes
|
|
|
610
|
|
|
|
2,412
|
|
|
|
7,081
|
|
|
|
851
|
|
|
|
2,972
|
|
|
|
8,289
|
|
|
|
3,267
|
|
|
Depreciation, depletion and amortization
|
|
|
1,247
|
|
|
|
6,406
|
|
|
|
28,152
|
|
|
|
3,336
|
|
|
|
18,392
|
|
|
|
35,206
|
|
|
|
20,764
|
|
|
General and administrative expenses
|
|
|
1,357
|
|
|
|
3,629
|
|
|
|
16,481
|
|
|
|
2,274
|
|
|
|
8,155
|
|
|
|
16,481
|
|
|
|
8,155
|
|
|
Accretion of asset retirement obligations
|
|
|
32
|
|
|
|
66
|
|
|
|
181
|
|
|
|
25
|
|
|
|
92
|
|
|
|
192
|
|
|
|
94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
4,692
|
|
|
|
17,159
|
|
|
|
68,467
|
|
|
|
9,103
|
|
|
|
36,629
|
|
|
|
77,272
|
|
|
|
39,497
|
|
|
Gain on sales of oil and natural gas properties
|
|
|
6,638
|
|
|
|
7,819
|
|
|
|
36
|
|
|
|
—
|
|
|
|
—
|
|
|
|
36
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
12,780
|
|
|
|
28,339
|
|
|
|
52,587
|
|
|
|
7,154
|
|
|
|
21,101
|
|
|
|
66,207
|
|
|
|
23,568
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(458)
|
|
|
|
(6,285)
|
|
|
|
(13,714)
|
|
|
|
(2,568)
|
|
|
|
(7,928)
|
|
|
|
(42,095)
|
|
|
|
(10,532)
|
|
|
Prepayment premium on extinguishment of debt
|
|
|
—
|
|
|
|
(6,597)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,107)
|
|
|
|
—
|
|
|
|
(5,107)
|
|
|
Income of equity investment
|
|
|
136
|
|
|
|
267
|
|
|
|
184
|
|
|
|
125
|
|
|
|
119
|
|
|
|
184
|
|
|
|
119
|
|
|
Derivative loss
|
|
|
(255)
|
|
|
|
(2,190)
|
|
|
|
(9,800)
|
|
|
|
(3,864)
|
|
|
|
(5,676)
|
|
|
|
(9,800)
|
|
|
|
(5,676)
|
|
|
Other income (expense)
|
|
|
(267)
|
|
|
|
(81)
|
|
|
|
159
|
|
|
|
24
|
|
|
|
19
|
|
|
|
159
|
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net
|
|
|
(844)
|
|
|
|
(14,886)
|
|
|
|
(23,171)
|
|
|
|
(6,283)
|
|
|
|
(18,573)
|
|
|
|
(51,552)
|
|
|
|
(21,177)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
11,936
|
|
|
|
13,453
|
|
|
|
29,416
|
|
|
|
871
|
|
|
|
2,528
|
|
|
|
14,655
|
|
|
|
2,391
|
|
|
Income tax expense(1)
|
|
|
(116)
|
|
|
|
(554)
|
|
|
|
(1,906)
|
|
|
|
(335)
|
|
|
|
(545)
|
|
|
|
(5,243)
|
|
|
|
(1,042)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated and combined net income
|
|
|
11,820
|
|
|
|
12,899
|
|
|
|
27,510
|
|
|
|
536
|
|
|
|
1,983
|
|
|
|
9,412
|
|
|
|
1,349
|
|
|
|
|
|
|
|
|
|
|
|
Less: net income attributable to noncontrolling interest
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(3,599)
|
|
|
|
(516)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to stockholders
|
|
$
|
11,820
|
|
|
$
|
12,899
|
|
|
$
|
27,510
|
|
|
$
|
536
|
|
|
$
|
1,983
|
|
|
$
|
5,813
|
|
|
$
|
833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parsley Energy, Inc.
|
|
|
|
|
Predecessor
|
|
|
Pro Forma
|
|
|
|
|
Year Ended
December 31,
|
|
|
Three Months Ended
March 31,
|
|
|
Year Ended
December 31,
2013
|
|
|
Three
Months
Ended
March 31,
2014
|
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2013
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
(in thousands, except per share data)
|
|
|
|
|
|
Net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.07
|
|
|
$
|
0.01
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.07
|
|
|
$
|
0.01
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79,628
|
|
|
|
79,628
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111,714
|
|
|
|
111,714
|
|
|
Consolidated and Combined Statements of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities
|
|
$
|
16,031
|
|
|
$
|
5,025
|
|
|
$
|
53,235
|
|
|
$
|
18,053
|
|
|
$
|
9,985
|
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
(15,654)
|
|
|
|
(89,539)
|
|
|
|
(425,611)
|
|
|
|
(34,486)
|
|
|
|
(120,820)
|
|
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
19,729
|
|
|
|
74,245
|
|
|
|
378,096
|
|
|
|
23,141
|
|
|
|
93,840
|
|
|
|
|
|
|
|
|
|
|
Consolidated and Combined Balance Sheets Data (at period end):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
23,942
|
|
|
$
|
13,673
|
|
|
$
|
19,393
|
|
|
$
|
20,381
|
|
|
$
|
2,398
|
|
|
|
|
|
|
$
|
421,598
|
(2)
|
|
Total assets
|
|
|
64,478
|
|
|
|
181,239
|
|
|
|
742,556
|
|
|
|
227,349
|
|
|
|
857,485
|
|
|
|
|
|
|
|
1,445,283
|
|
|
Total debt
|
|
|
26,118
|
|
|
|
119,663
|
|
|
|
430,197
|
|
|
|
143,555
|
|
|
|
533,075
|
|
|
|
|
|
|
|
559,075
|
|
|
Total mezzanine equity
|
|
|
—
|
|
|
|
—
|
|
|
|
77,158
|
|
|
|
—
|
|
|
|
78,880
|
|
|
|
|
|
|
|
—
|
|
|
Total equity
|
|
|
9,053
|
|
|
|
6,017
|
|
|
|
30,874
|
|
|
|
6,551
|
|
|
|
31,663
|
|
|
|
|
|
|
|
602,945
|
|
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA(3)
|
|
$
|
7,265
|
|
|
$
|
26,281
|
|
|
$
|
75,595
|
|
|
$
|
9,966
|
|
|
$
|
38,443
|
|
|
$
|
96,280
|
|
|
$
|
43,284
|
|
|
(1)
|
Parsley Inc. is a subchapter C-corp under the Internal Revenue Code of 1986, as amended, and is subject to federal and State of Texas income taxes. Our predecessor,
Parsley LLC was not subject to U.S. federal income taxes. As a result, the consolidated and combined net income in our historical financial statements does not reflect the tax expense we would have incurred as a C-corp during such periods. However,
our pro forma consolidated and combined financial data gives effect to income taxes, at an effective tax rate of 36%, on the earnings of our predecessor as if it had been subject to federal and state income taxes as a C-corp for the year ended
December 31, 2013 and the three months ended March 31, 2014.
|
|
(2)
|
Pro forma cash and cash equivalents includes $132.8 million of the net proceeds of this offering that we intend to use to fund the OGX Acquisition and related fees and
expenses.
|
|
(3)
|
Adjusted EBITDA is a non-GAAP financial measure. For a definition of Adjusted EBITDA and a reconciliation to our most directly comparable financial measures calculated
and presented in accordance with GAAP, please read “Prospectus Summary—Summary Historical and Pro Forma Consolidated and Combined Financial Data—Non-GAAP Financial Measures.”
|
59
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the “Selected Historical and Pro Forma Consolidated and Combined Financial Data” and the accompanying financial
statements and related notes included elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent
upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are
not limited to, market prices for oil and natural gas, production volumes, estimates of proved reserves, capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed below
and elsewhere in this prospectus, particularly in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.
Our Predecessor and Parsley Energy, Inc.
Parsley Inc. was formed in
December 2013 and does not have historical financial operating results. For purposes of this prospectus, our accounting predecessors are Parsley LLC and its predecessors. Parsley LLC was formed in June 2013 to engage in the acquisition, development,
exploration and exploitation of oil and natural gas reserves in the Permian Basin. Concurrent with the formation of Parsley LLC all of the interest holders in Parsley LP, PEM and PEO exchanged their interests in each such entity for interests in
Parsley LLC (the “Exchange”). The Exchange was treated as a reorganization of entities under common control.
Following this offering and the transactions related thereto, Parsley Inc. will be a holding company whose sole material asset will
consist of 32,086,042 PE Units. After the consummation of the transactions contemplated by this prospectus, Parsley Inc. will be the managing member of Parsley LLC and will be responsible for all operational, management and administrative decisions
relating to Parsley LLC business and will consolidate the financial results of Parsley LLC and its subsidiaries.
Overview
We are an independent oil and natural gas company focused on the acquisition, development, and exploitation of
unconventional oil and natural gas reserves in the Permian Basin. Our properties are located in the Midland and Delaware Basins and our activities have historically been focused on the vertical development of the Spraberry, Wolfberry and Wolftoka
Trends of the Midland Basin. Our vertical wells in the area are drilled into stacked pay zones that include the Spraberry, Wolfcamp, Upper Pennsylvanian (Cline), Strawn, Atoka and Mississippian formations. We have begun to supplement our vertical
development drilling activity with horizontal wells and expect to target various stacked pay intervals in the Spraberry, Wolfcamp, Upper Pennsylvanian (Cline) and Atoka shales.
Our Properties
At March 31, 2014, our acreage position was 111,644 net acres. The vast majority of our acreage is located in the Midland Basin, and the majority of our identified vertical and horizontal drilling
locations are located in our Midland Basin-Core area. From the time we began drilling operations in November 2009 through March 31, 2014, we have drilled and placed on production approximately 402 vertical wells across our acreage in the
Midland Basin and at times we have operated up to 10 vertical drilling rigs simultaneously. In addition to our vertical drilling program in the Midland Basin, we initiated our horizontal development program with one rig during the fourth quarter of
2013. Additionally we commenced our vertical appraisal drilling program in the Delaware Basin during the first quarter of 2014 and expect to drill three vertical appraisal wells in 2014. This activity has allowed us to identify a multi-year
inventory of 3,580 potential vertical drilling locations and 1,681
60
potential horizontal drilling locations on our existing acreage, excluding our Southern Delaware Basin acreage and only ascribing 20 vertical locations to our Gaines County (Midland Basin)
acreage. As we continue to expand our drilling activity to our undeveloped acreage, we expect to identify additional horizontal and vertical locations. We expect to continue to actively lease or acquire minimally producing leasehold with additional
drilling upside in order to maintain our track record of growing through the drill bit.
As of March 31, 2014, we had
interests in 555 gross (271 net) producing wells across our properties. We currently operate 99% of the wells in which we have an interest, all of which are in the Midland Basin. As of December 31, 2013, our total estimated proved reserves were
approximately 54.8 MMBoe, of which approximately 43% were classified as proved developed reserves.
How We Evaluate Our
Operations
We use a variety of financial and operational metrics to assess the performance of our oil and natural gas
operations, including:
|
|
•
|
|
realized prices on the sale of oil, natural gas and NGLs, including the effect of our commodity derivative contracts;
|
|
|
•
|
|
lease operating expenses;
|
|
|
•
|
|
capital expenditures; and
|
Sources of Our Revenues
Our revenues are derived from the sale of
our oil and natural gas production, as well as the sale of NGLs that are extracted from our natural gas during processing. Our oil and natural gas revenues do not include the effects of derivatives. For the three months ended March 31, 2014 and
2013, our revenues were derived 79% and 83%, respectively, from oil sales and 21% and 17%, respectively, from natural gas and NGLs sales. For the years ended December 31, 2013, 2012 and 2011, our revenues were derived 81%, 81% and 80% from oil
sales, respectively, and 19%, 19% and 20% from natural gas and NGLs sales, respectively. Our revenues may vary significantly from period to period as a result of changes in volumes of production sold or changes in commodity prices. NGLs production
and sales are included in our natural gas production and sales.
Production Volumes
The following table presents historical production volumes for our predecessor’s properties for the years ended December 31,
2011, 2012 and 2013 and the three months ended March 31, 2013 and 2014.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Predecessor
|
|
|
|
|
For the Year Ended
December 31,
|
|
|
For the Three Months Ended
March 31,
|
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2013
|
|
|
2014
|
|
|
Oil (MBbls)
|
|
|
94
|
|
|
|
356
|
|
|
|
1,049
|
|
|
|
167
|
|
|
|
491
|
|
|
Natural gas and natural gas liquid (MMcf)
|
|
|
304
|
|
|
|
1,493
|
|
|
|
4,680
|
|
|
|
619
|
|
|
|
2,000
|
|
|
Total (MBoe)
|
|
|
145
|
|
|
|
604
|
|
|
|
1,829
|
|
|
|
270
|
|
|
|
825
|
|
|
Average net production (Boe/d)
|
|
|
397
|
|
|
|
1,652
|
|
|
|
5,011
|
|
|
|
2,997
|
|
|
|
9,163
|
|
Production volumes directly impact our results of operations. For more information about our
predecessor’s production volumes, please read “—Predecessor Results of Operations.”
As reservoir
pressures decline, production from a given well or formation decreases. Growth in our future production and reserves will depend on our ability to continue to add proved reserves in excess of our production.
61
Accordingly, we plan to maintain our focus on adding reserves through organic drill-bit growth as well as acquisitions. Our ability to add reserves through development projects and acquisitions
is dependent on many factors, including our ability to raise capital, obtain regulatory approvals, procure contract drilling rigs and personnel and successfully identify and consummate acquisitions. Please read “Risk Factors—Risks Related
to the Oil and Natural Gas Industry and Our Business” for a discussion of these and other risks affecting our proved reserves and production.
Realized Prices on the Sale of Oil, Natural Gas and NGLs
The NYMEX WTI
futures price is a widely used benchmark in the pricing of domestic and imported oil in the United States. The actual prices realized from the sale of oil differ from the quoted NYMEX WTI price as a result of quality and location differentials. For
example, the prices we realize on the oil we produce are affected by the ability to transport crude oil to the Cushing, Oklahoma transport hub and the Gulf Coast refineries. Periodically, logistical and infrastructure constraints at the Cushing,
Oklahoma transport hub have resulted in an oversupply of crude oil at Midland, Texas and thus lower prices for Midland WTI. These lower prices have adversely affected the prices we realize on oil sales and increased our differential to NYMEX WTI.
However, several projects have recently been implemented and several more are underway to ease these transportation difficulties which we believe could reduce our differentials to NYMEX WTI in the future.
The NYMEX Henry Hub price of natural gas is a widely used benchmark for the pricing of natural gas in the United States. Similar to oil,
the actual prices realized from the sale of natural gas differ from the quoted NYMEX Henry Hub price as a result of quality and location differentials. For example, wet natural gas with a high Btu content sells at a premium to low Btu content dry
natural gas because it yields a greater quantity of NGLs. Location differentials to NYMEX Henry Hub prices result from variances in transportation costs based on the natural gas’ proximity to the major consuming markets to which it is
ultimately delivered. Also affecting the differential is the processing fee deduction retained by the natural gas processing plant generally in the form of percentage of proceeds.
The following table provides the high and low prices for NYMEX WTI and NYMEX Henry Hub prompt month contract prices and our differential
to the average of those benchmark prices for the periods indicated. The differential varies, but our oil and natural gas normally sells at a discount to the NYMEX WTI and NYMEX Henry Hub price, respectively.
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Year Ended
December 31,
|
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|
Three Months
Ended March 31,
|
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|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2013
|
|
|
2014
|
|
|
Oil
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
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|
|
|
|
NYMEX WTI High
|
|
$
|
113.93
|
|
|
$
|
109.77
|
|
|
$
|
110.53
|
|
|
$
|
97.94
|
|
|
$
|
104.92
|
|
|
NYMEX WTI Low
|
|
$
|
75.67
|
|
|
$
|
77.69
|
|
|
$
|
86.68
|
|
|
$
|
90.12
|
|
|
$
|
91.66
|
|
|
Differential to Average NYMEX WTI
|
|
$
|
(2.37)
|
|
|
$
|
(8.13)
|
|
|
$
|
(5.32)
|
|
|
$
|
(12.82)
|
|
|
$
|
(5.03)
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|
Natural Gas
|
|
|
|
|
|
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NYMEX Henry Hub High
|
|
$
|
4.85
|
|
|
$
|
3.90
|
|
|
$
|
4.46
|
|
|
$
|
4.07
|
|
|
$
|
6.15
|
|
|
NYMEX Henry Hub Low
|
|
$
|
2.99
|
|
|
$
|
1.91
|
|
|
$
|
3.11
|
|
|
$
|
3.11
|
|
|
$
|
4.01
|
|
|
Differential to Average NYMEX Henry Hub
|
|
$
|
3.10
|
|
|
$
|
1.93
|
|
|
$
|
1.16
|
|
|
$
|
0.81
|
|
|
$
|
0.86
|
|
Because our NGLs are reported in our natural gas revenue, our differential to NYMEX Henry Hub is
positive.
In the past, oil and natural gas prices have been extremely volatile, and we expect this volatility to continue.
For example, during the year ended December 31, 2013, the NYMEX WTI oil price ranged from a high of $110.53 per Bbl to a low of $86.68 per Bbl, while the NYMEX Henry Hub natural gas price ranged from a high of $4.46 per MMBtu to a low of $3.11
per MMBtu. For the five years ended December 31, 2013, the NYMEX-WTI oil price ranged from a high of $145.29 per Bbl to a low of $33.87 per Bbl, while the NYMEX-Henry Hub natural gas price ranged from a high of $13.58 per MMBtu to a low of
$1.91 per MMBtu.
62
To achieve more predictable cash flow and to reduce our exposure to adverse fluctuations in
commodity prices, from time to time we enter into derivative arrangements for our oil production. By removing a significant portion of price volatility associated with our oil production, we believe we will mitigate, but not eliminate, the potential
negative effects of reductions in oil prices on our cash flow from operations for those periods. However, in a portion of our current positions, our hedging activity may also reduce our ability to benefit from increases in oil prices. We will
sustain losses to the extent our derivatives contract prices are lower than market prices and, conversely, we will sustain gains to the extent our derivatives contract prices are higher than market prices. See “—Quantitative and
Qualitative Disclosure About Market Risk—Commodity Price Risk” for information regarding our exposure to market risk, including the effects of changes in commodity prices, and our commodity derivative contracts.
We will continue to use commodity derivative instruments to hedge our price risk in the future. Our hedging strategy and future hedging
transactions will be determined at our discretion and may be different than what we have done on a historical basis including hedging our natural gas production. We are not under an obligation to hedge a specific portion of our oil or gas
production.
Our positions hedging production as of March 31, 2014 were as follows:
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Description and Production Period
|
|
VOLUME
(Bbls)
|
|
|
SHORT PUT
PRICE ($/Bbl)
|
|
|
LONG PUT
PRICE ($/Bbl)
|
|
|
SHORT CALL
PRICE ($/Bbl)
|
|
|
Crude Oil Put Spreads:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 2014—June 2014
|
|
|
27,000
|
|
|
$
|
50.00
|
|
|
$
|
90.00
|
|
|
$
|
—
|
|
|
May 2014—August 2014
|
|
|
236,000
|
|
|
|
55.00
|
|
|
|
90.00
|
|
|
|
—
|
|
|
June 2014—October 2014
|
|
|
210,000
|
|
|
|
65.00
|
|
|
|
90.00
|
|
|
|
—
|
|
|
August 2014
|
|
|
9,000
|
|
|
|
50.00
|
|
|
|
83.00
|
|
|
|
—
|
|
|
September 2014
|
|
|
9,000
|
|
|
|
60.00
|
|
|
|
80.00
|
|
|
|
—
|
|
|
October 2014
|
|
|
9,000
|
|
|
|
50.00
|
|
|
|
90.00
|
|
|
|
—
|
|
|
January 2015—February 2016
|
|
|
1,080,000
|
|
|
|
60.00
|
|
|
|
90.00
|
|
|
|
—
|
|
|
February 2015—June 2015
|
|
|
500,000
|
|
|
|
60.00
|
|
|
|
85.00
|
|
|
|
—
|
|
|
March 2016—June 2016
|
|
|
700,000
|
|
|
|
65.00
|
|
|
|
85.00
|
|
|
|
—
|
|
|
Crude Oil Three Way Collars:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 2014—May - 2014
|
|
|
15,000
|
|
|
$
|
56.75
|
|
|
$
|
90.00
|
|
|
$
|
100.00
|
|
|
July 2014—February 2016
|
|
|
610,000
|
|
|
|
65.00
|
|
|
|
85.00
|
|
|
|
110.00
|
|
|
August 2014—October 2014
|
|
|
135,000
|
|
|
|
65.00
|
|
|
|
90.00
|
|
|
|
125.00
|
|
|
November 2014—January 2015
|
|
|
300,000
|
|
|
|
55.00
|
|
|
|
87.50
|
|
|
|
120.00
|
|
|
March 2015—June 2016
|
|
|
600,000
|
|
|
|
65.00
|
|
|
|
85.00
|
|
|
|
120.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description and Production Period
|
|
VOLUME
(MMBtu)
|
|
|
SHORT PUT
PRICE ($/MMBtu)
|
|
|
LONG PUT
PRICE ($/MMBtu)
|
|
|
SHORT CALL
PRICE ($/MMBtu)
|
|
|
Natural Gas Three Way Collars:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 2014—December 2014
|
|
|
1,800,000
|
|
|
$
|
4.00
|
|
|
$
|
5.00
|
|
|
$
|
5.57
|
|
|
January 2015—December 2015
|
|
|
3,600,000
|
|
|
|
3.75
|
|
|
|
4.50
|
|
|
|
5.25
|
|
Principal Components of Our Cost Structure
Lease Operating Expenses.
Lease operating expenses are the costs incurred in the operation of producing properties and
workover costs. Expenses for direct labor, water injection and disposal, utilities, materials and supplies comprise the most significant portion of our lease operating expenses. Lease operating expenses do not include general and administrative
expenses or production or ad valorem taxes. Certain items, such as direct labor and materials and supplies, generally remain relatively fixed across broad production volume ranges, but can fluctuate depending on activities performed during a
specific period. For instance, repairs to our pumping equipment or surface facilities result in increased lease operating expenses in periods during which they are
63
performed. Certain of our operating cost components are variable and increase or decrease as the level of produced hydrocarbons and water increases or decreases. For example, we incur power costs
in connection with various production related activities such as pumping to recover oil and natural gas and separation and treatment of water produced in connection with our oil and natural gas production.
We monitor our operations to ensure that we are incurring lease operating expenses at an acceptable level. For example, we monitor our
lease operating expenses per Boe to determine if any wells or properties should be shut in, recompleted or sold. This unit rate also allows us to monitor these costs in certain fields and geographic areas to identify trends and to assess our lease
operating expenses in comparison to other producers. Although we strive to reduce our lease operating expenses, these expenses can increase or decrease on a per unit basis as a result of various factors as we operate our properties or make
acquisitions and dispositions of properties. For example, we may increase field level expenditures to optimize our operations, incurring higher expenses in one quarter relative to another or we may acquire or dispose of properties that have
different lease operating expenses per Boe. These initiatives would influence our overall operating cost and could cause fluctuations when comparing lease operating expenses on a period to period basis. In addition, since most of our wells were
completed relatively recently, they are currently producing at high rates. As with all wells, however, over time production will decrease, which will result in an increase in our lease operating expenses on a per barrel basis. We also expect an
increase in our lease operating expenses as we increase the number of wells drilled and operated.
Production and Ad
Valorem Taxes.
Production taxes are paid on produced oil and natural gas based on a percentage of revenues from production sold at fixed rates established by federal, state or local taxing authorities. In general, the production taxes we pay
correlate to the changes in oil and natural gas revenues. We are also subject to ad valorem taxes in the counties where our production is located. Ad valorem taxes are generally based on the valuation of our oil and natural gas properties.
Depletion, Depreciation and Amortization.
Depreciation, depletion and amortization
(‘‘DD&A’’) is the systematic expensing of the capitalized costs incurred to acquire, explore and develop oil and natural gas. We use the successful efforts method of accounting for oil and natural gas activities and, as such,
we capitalize all costs associated with our acquisition and development efforts and all successful exploration efforts, which are then allocated to each unit of production using the unit of production method. Please read “—Critical
Accounting Policies and Estimates—Successful Efforts Method of Accounting for Oil and Natural Gas Activities” for further discussion.
Impairment Expense.
We review our proved properties and unproved leasehold costs for impairment whenever events and changes in circumstances indicate that a decline in the recoverability of
their carrying value may have occurred.
General and Administrative Expenses.
These are costs incurred for
overhead, including payroll and benefits for our corporate staff, costs of maintaining our headquarters, costs of managing our production and development operations including numerous software applications, audit and other fees for professional
services and legal compliance. Also included as compensation expense are amounts required to be recognized attributable to issued and outstanding incentive units. See “ – Factors Affecting the Comparability of Our Financial Condition and
Results of Operations.”
Gain (Loss) on Derivative Instruments.
We utilize commodity derivative contracts
to reduce our exposure to fluctuations in the price of oil. None of our derivative contracts are designated as hedges for accounting purposes. Consequently, our derivative contracts are marked-to-market each quarter with fair value gains and losses
recognized currently as a gain or loss in our results of operations. The amount of future gain or loss recognized on derivative instruments is dependent upon future oil prices, which will affect the value of the contracts. Cash flow is only impacted
to the extent the actual settlements under the contracts result in making a payment to or receiving a payment from the counterparty.
64
Interest Expense.
We finance a portion of our working capital requirements and
capital expenditures with borrowings under our revolving credit facility and second lien credit facility. As a result, we incur interest expense that is affected by both fluctuations in interest rates and our financing decisions. We reflect interest
paid to the lenders under our revolving credit facility and second lien credit facility in interest expense. Interest expense also includes the PIK interest on the second lien credit facility and our prior mezzanine debt facility.
Adjusted EBITDA
We define Adjusted EBITDA as net income before depreciation, depletion and amortization, gain (loss) on sales of oil and natural gas properties, asset retirement obligation accretion expense, interest
expense, income tax, prepayment premium on extinguishment of debt, gain (loss) on derivative instruments, net cash receipts (payments) on settled derivative instruments and premiums (paid) received on options that settled during the period.
Management believes Adjusted EBITDA is useful because it allows it to more effectively evaluate our operating performance and
compare the results of our operations from period to period without regard to our financing methods or capital structure. We exclude the items listed above from net income in arriving at Adjusted EBITDA because these amounts can vary substantially
from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more
meaningful than, net income as determined in accordance with GAAP or as an indicator of our operating performance or liquidity. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s
financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. Our computations of Adjusted EBITDA may not be comparable to
other similarly titled measure of other companies. We believe that Adjusted EBITDA is a widely followed measure of operating performance and may also be used by investors to measure our ability to meet debt service requirements. For further
discussion, please read “Prospectus Summary—Summary Historical and Pro Forma Consolidated and Combined Financial Data—Non-GAAP Financial Measures.”
Factors Affecting the Comparability of Our Financial Condition and Results of Operations
Our historical financial condition and results of operations for the periods presented may not be comparable, either from period to period or going forward, for the following reasons:
Incentive Unit Compensation
For the year ended December 31, 2013 and the three months ended March 31, 2014, within our general and administrative expenses, are amounts attributable to incentive units that, pursuant to the terms of
the Parsley LLC limited liability company agreement at that date, were only entitled to a payout after a specified level of cumulative cash distributions had been received by NGP and the PSP Members. At December 31, 2013 and March 31, 2014, the
incentive units were being accounted for as liability-classified awards pursuant to ASC Topic 718, “Compensation—Stock Compensation”, as achievement of the payout conditions required settlement of such awards by transferring cash to
the incentive unit holder. As such, the fair value of the incentive units was remeasured each reporting period, with the percentage of such fair value recorded to compensation expense each period being equal to the percentage of the requisite
explicit or implied service period that had been rendered at that date. For the year ended December 31, 2013, such expense totaled $1.2 million and for the three months ended March 31, 2014, such expense totaled $0.5 million.
As part of the transactions described under “Corporate Reorganization”, the Parsley LLC’s limited liability company
agreement will be amended to provide that all incentive units are to be settled with PE Units, which PE Units will be exchanged for shares of Class A common stock in connection with the consummation of this offering, instead of in cash at some
future liquidation date. As a result, as of the effective date of the amendment
65
to the Parsley LLC’s limited liability company agreement, we will begin accounting for the incentive unit awards as equity-classified awards pursuant to ASC Topic 718. This will result in
the recognition of $41.1 million of compensation cost equal to the excess of the modified awards’ fair value (based on the midpoint of the price range set forth on the cover page of this prospectus) over the amount of cumulative compensation
cost recognized prior to that date.
Public Company Expenses
Upon completion of this offering, we expect to incur direct, incremental general and administrative expenses as a result of being a
publicly traded company, including, but not limited to, increased scope of our operations as a result of recent activities and costs associated with hiring new personnel, implementation of compensation programs that are competitive with our public
company peer group, annual and quarterly reports to shareholders, tax return preparation, independent auditor fees, investor relations activities, registrar and transfer agent fees, incremental director and officer liability insurance costs and
independent director compensation. These direct, incremental general and administrative expenses are not included in our historical results of operations.
Corporate Reorganization
The historical consolidated and combined
financial statements included in this prospectus are based on the financial statements of our accounting predecessors, Parsley LLC and its predecessors, prior to our reorganization in connection with this offering as described in “Corporate
Reorganization.” As a result, the historical consolidated and combined financial data may not give you an accurate indication of what our actual results would have been if the transactions described in “Corporate Reorganization” had
been completed at the beginning of the periods presented or of what our future results of operations are likely to be. In addition, we will enter into a Tax Receivable Agreement with the TRA Holders. This agreement generally provides for the payment
by us to a TRA Holder of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize (or are deemed to realize in certain circumstances) in periods after this offering as a result of (i)
any tax basis increases resulting from the contribution in connection with this offering by such TRA Holder of all or a portion of its PE Units to Parsley Inc. in exchange for shares of Class A common stock, (ii) the tax basis increases
resulting from the exchange by such TRA Holder of PE Units for shares of Class A common stock pursuant to the Exchange Right (or resulting from an exchange of PE Units for cash pursuant to the Cash Option) and (iii) imputed interest deemed
to be paid by us as a result of, and additional tax basis arising from, any payments we make under the Tax Receivable Agreement. We will retain the benefit of the remaining 15% of these cash savings. See “Certain Relationships and Related Party
Transactions—Tax Receivable Agreement.”
Income Taxes
Our accounting predecessors are limited liability companies or limited partnerships and therefore not subject to U.S. federal income
taxes. Accordingly, no provision for U.S. federal income taxes has been provided for in our historical results of operations because taxable income was passed through to Parsley LLC’s members. Although we are a corporation under the Code,
subject to U.S. federal income taxes at a statutory rate of 35% of pretax earnings, we do not expect to report any income tax benefit or expense attributable to U.S. federal income taxes until the consummation of this offering. At the closing
of this offering, we will be taxed as a corporation under the Code and subject to U.S. federal income taxes at a statutory rate of 35% of pretax earnings.
Parsley LLC’s operations located in Texas are subject to an entity-level tax, the Texas margin tax, at a statutory rate of up to 1.0% of income that is apportioned to Texas.
66
Increased Drilling Activity
We began drilling operations in November 2009 and added operated vertical drilling rigs over time. We currently operate nine vertical
drilling rigs and two horizontal drilling rigs on our properties. Our 2014 capital budget for drilling and completion is approximately $409.0 million for an estimated 164 gross (138 net) vertical wells and 26 gross (19 net) horizontal wells. Our
capital budget excludes acquisitions. This represents a 52% increase over our $268.4 million 2013 expenditures for drilling and completion.
The amount and timing of these capital expenditures is largely discretionary and within our control. We could choose to defer a portion of these planned capital expenditures depending on a variety of
factors, including but not limited to the success of our drilling activities, prevailing and anticipated prices for oil and natural gas, the availability of necessary equipment, infrastructure and capital, the receipt and timing of required
regulatory permits and approvals, seasonal conditions, drilling and acquisition costs and the level of participation by other interest owners.
Predecessor Results of Operations
Three Months Ended March 31, 2014 Compared to Three Months Ended March 31, 2013
Oil and Natural Gas Sales Revenues.
The following table provides the components of our revenues for the periods indicated, as well as each period’s respective average prices and production
volumes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
2014
|
|
|
Change
|
|
|
% Change
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Revenues (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil sales
|
|
$
|
13,532
|
|
|
$
|
45,828
|
|
|
$
|
32,296
|
|
|
|
239%
|
|
|
Natural gas and natural gas liquid sales
|
|
|
2,725
|
|
|
|
11,902
|
|
|
|
9,177
|
|
|
|
337%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
16,257
|
|
|
$
|
57,730
|
|
|
$
|
41,473
|
|
|
|
255%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average sales prices(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil sales, without realized derivatives (per Bbls)
|
|
$
|
81.21
|
|
|
$
|
93.26
|
|
|
$
|
12.05
|
|
|
|
15%
|
|
|
Oil sales, with realized derivatives (per Bbls)
|
|
$
|
77.02
|
|
|
$
|
90.71
|
|
|
$
|
13.69
|
|
|
|
18%
|
|
|
Natural gas and natural gas liquids, without realized derivatives (per Mcf)
|
|
$
|
4.40
|
|
|
$
|
5.95
|
|
|
$
|
1.55
|
|
|
|
35%
|
|
|
Natural gas and natural gas liquids, with realized derivatives (per Mcf)
|
|
$
|
4.40
|
|
|
$
|
5.94
|
|
|
$
|
1.54
|
|
|
|
35%
|
|
|
Average price per BOE, without realized derivatives
|
|
$
|
60.27
|
|
|
$
|
70.00
|
|
|
$
|
9.73
|
|
|
|
16%
|
|
|
Average price per BOE, with realized derivatives
|
|
$
|
57.68
|
|
|
$
|
68.45
|
|
|
$
|
10.77
|
|
|
|
19%
|
|
|
|
|
|
|
|
|
Production:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (MBbls)
|
|
|
167
|
|
|
|
491
|
|
|
|
324
|
|
|
|
194%
|
|
|
Natural gas and natural gas liquid (MMcf)
|
|
|
619
|
|
|
|
2,000
|
|
|
|
1,381
|
|
|
|
223%
|
|
|
Total (MBoe)(2)
|
|
|
270
|
|
|
|
825
|
|
|
|
555
|
|
|
|
206%
|
|
|
Average daily production volume:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (Bbls/d)
|
|
|
1,851
|
|
|
|
5,460
|
|
|
|
3,609
|
|
|
|
195%
|
|
|
Natural gas and natural gas liquids (Mcf/d)
|
|
|
6,874
|
|
|
|
22,217
|
|
|
|
15,343
|
|
|
|
223%
|
|
|
Total (Boe/d)
|
|
|
2,997
|
|
|
|
9,163
|
|
|
|
6,166
|
|
|
|
206%
|
|
|
(1)
|
Average prices shown in the table reflect prices both before and after the effects of our realized commodity hedging transactions. Our calculation of such effects
includes both realized gains or losses on cash settlements for commodity derivative transactions and premiums paid or received on options that settled during the period.
|
|
(2)
|
One Boe is equal to six Mcf of natural gas or one Bbl of oil or NGLs based on an approximate energy equivalency. This is an energy content correlation and does not
reflect a value or price relationship between the commodities.
|
67
The following table shows the relationship between our average realized oil price as a
percentage of the average NYMEX price and the relationship between our average realized natural gas price as a percentage of the average NYMEX price for the years indicated. Management uses the realized price to NYMEX margin analysis to analyze
trends in our oil and natural gas revenues.
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
2013
|
|
|
2014
|
|
|
Average realized oil price ($/Bbl)
|
|
$
|
81.21
|
|
|
$
|
93.26
|
|
|
Average NYMEX ($/Bbl)
|
|
$
|
94.03
|
|
|
$
|
98.29
|
|
|
Differential to NYMEX
|
|
$
|
(12.82
|
)
|
|
$
|
(5.03)
|
|
|
Average realized oil price to NYMEX percentage
|
|
|
86
|
%
|
|
|
95
|
%
|
|
Average realized natural gas price ($/Mcf)
|
|
$
|
4.40
|
|
|
$
|
5.94
|
|
|
Average NYMEX ($/Mcf)
|
|
$
|
3.59
|
|
|
$
|
5.08
|
|
|
Differential to NYMEX
|
|
$
|
0.81
|
|
|
$
|
0.86
|
|
|
Average realized natural gas price to NYMEX percentage
|
|
|
123
|
%
|
|
|
117
|
%
|
Oil revenues increased 232% from $13.5 million during the three months ended March 31, 2013
to $45.8 million during the three months ended March 31, 2014. The increase is attributable to higher oil production volumes of 324 MBbls in conjunction with an increase in average oil prices of $12.05 per barrel. Of the overall changes in oil
sales, increases in oil production volumes accounted for a positive change of $26.4 million while increases in oil prices accounted for a positive change of $5.9 million.
Natural gas and natural gas liquid revenues increased 337% from $2.7 million during the three months ended March 31, 2013 to $11.9 million during the three months ended March 31, 2014. The revenue
increase is primarily a result of an increase in volumes sold of 1,381 MMcf. Natural gas revenue includes revenue from the sale of NGLs volumes.
Operating Expenses.
The following table summarizes our expenses for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
2014
|
|
|
Change
|
|
|
% Change
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Operating expenses (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
$
|
2,617
|
|
|
$
|
7,018
|
|
|
$
|
4,401
|
|
|
|
168
|
%
|
|
Production and ad valorem taxes
|
|
|
851
|
|
|
|
2,972
|
|
|
|
2,121
|
|
|
|
249
|
%
|
|
Depreciation, depletion and amortization
|
|
|
3,336
|
|
|
|
18,392
|
|
|
|
15,056
|
|
|
|
451
|
%
|
|
General and administrative expenses
|
|
|
2,274
|
|
|
|
8,155
|
|
|
|
5,881
|
|
|
|
259
|
%
|
|
Accretion of asset retirement obligations
|
|
|
25
|
|
|
|
92
|
|
|
|
67
|
|
|
|
268
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
$
|
9,103
|
|
|
$
|
36,629
|
|
|
$
|
27,526
|
|
|
|
302
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense per Boe:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
$
|
9.70
|
|
|
$
|
8.51
|
|
|
$
|
(1.19)
|
|
|
|
(12)
|
%
|
|
Production and ad valorem taxes
|
|
|
3.15
|
|
|
|
3.60
|
|
|
|
0.45
|
|
|
|
14
|
%
|
|
Depreciation, depletion and amortization
|
|
|
12.37
|
|
|
|
22.30
|
|
|
|
9.93
|
|
|
|
80
|
%
|
|
General and administrative expenses
|
|
|
8.43
|
|
|
|
9.89
|
|
|
|
1.46
|
|
|
|
17
|
%
|
|
Accretion of asset retirement obligations
|
|
|
0.09
|
|
|
|
0.11
|
|
|
|
0.02
|
|
|
|
22
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses per Boe
|
|
$
|
33.74
|
|
|
$
|
44.41
|
|
|
$
|
10.67
|
|
|
|
32
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68
Lease Operating Expenses.
Lease operating expenses increased 168% from $2.6
million during the three months ended March 31, 2013 to $7.0 million during the three months ended March 31, 2014. The increase is primarily due to the higher operated well count in the three month period ended March 31, 2014 as compared to the
prior year period. On a per Boe basis, lease operating expenses decreased from $9.70 per Boe to $8.51 per Boe. This decrease was attributable to higher initial production from 37 new wells which lower our average price, partially offset by an
increase in costs for repairs and maintenance, additional lease operators and increased water disposal activity.
Production and Ad Valorem Taxes.
Production and ad valorem taxes increased $2.1 million from $0.9 million during the three
months ended March 31, 2013 to $3.0 million during the three months ended March 31, 2014 due to increased wellhead revenue resulting from higher production. Our increased drilling activity led to a higher number of wells brought on production
during the three months ended March 31, 2014 compared to the three months ended March 31, 2013.
Depreciation, Depletion
and Amortization.
DD&A expense increased by $15.1 million from $3.3 million during the three months ended March 31, 2013 to $18.4 million for the three months ended March 31, 2014 due to an increase in capitalized
costs and production volumes.
General and Administrative Expenses.
General and administrative expenses increased
$5.9 million from $2.3 million during the three months ended March 31, 2013 to $8.2 million during the three months ended March 31, 2014 primarily due to higher payroll and payroll-related costs as we added additional employees to manage our
growing asset base, higher rig count and increased production.
Other Income and Expenses.
The following table
summarizes our other income and expenses for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
2013
|
|
|
2014
|
|
Change
|
|
% Change
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
Other income (expense) (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
$
|
(2,568
|
)
|
|
$(7,928)
|
|
$(5,360)
|
|
|
209
|
%
|
|
Prepayment premium on extinguishment of debt
|
|
|
—
|
|
|
(5,107)
|
|
(5,107)
|
|
|
|
|
|
Income from equity investment
|
|
|
125
|
|
|
119
|
|
(6)
|
|
|
(5
|
)%
|
|
Derivative loss
|
|
|
(3,864
|
)
|
|
(5,676)
|
|
(1,812)
|
|
|
47
|
%
|
|
Other income (expense)
|
|
|
24
|
|
|
19
|
|
(5)
|
|
|
(21
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net
|
|
$
|
(6,283
|
)
|
|
$(18,573)
|
|
$(12,290)
|
|
|
196
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense
. Interest expense increased $5.4 million from $2.6 million during the three
months ended March 31, 2013 to $7.9 million in the three months ended March 31, 2014 primarily due to higher weighted-average outstanding borrowings under our credit facilities.
Prepayment Premium on Extinguishment of Debt
. During the first quarter of 2014, we incurred a $5.1 million charge related to a
call premium on our then outstanding debt facility.
Derivative Loss.
Loss on derivative instruments grew $1.8 million
from $3.9 million during the three months ended March 31, 2013 to $5.7 million during the three months ended March 31, 2014 primarily as a result of the impact of unfavorable commodity price changes on increased hedging activities.
69
Income Tax Expense
Although our operations have not been subject to federal income tax, our operations located in Texas are subject to an entity-level tax, the Texas margin tax, at a statutory rate of up to 1.0% of our
Texas sourced operating income. During the three months ended March 31, 2014, we recognized $0.5 million of expense associated with our Texas margin tax obligation, an increase of $0.2 million, or 63%, as compared to the $0.3 million we recognized
during the three months ended March 31, 2013. This increase was attributable to our net increase in operating income, the components of which are discussed above.
Year Ended December 31, 2013 Compared to Year Ended December 31, 2012
Oil and Natural Gas Sales Revenues.
The following table provides the components of our revenues for the periods indicated, as well as each period’s respective average prices and production
volumes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2013
|
|
|
Change
|
|
|
% Change
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Revenues (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil sales
|
|
$
|
30,443
|
|
|
$
|
97,839
|
|
|
$
|
67,396
|
|
|
|
221%
|
|
|
Natural gas and natural gas liquid sales
|
|
|
7,236
|
|
|
|
23,179
|
|
|
|
15,943
|
|
|
|
220%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
37,679
|
|
|
$
|
121,018
|
|
|
$
|
83,339
|
|
|
|
221%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average sales prices(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil sales, without realized derivatives (per Bbls)
|
|
$
|
85.60
|
|
|
$
|
93.28
|
|
|
$
|
7.68
|
|
|
|
9%
|
|
|
Oil sales, with realized derivatives (per Bbls)
|
|
$
|
83.08
|
|
|
$
|
87.91
|
|
|
$
|
4.83
|
|
|
|
6%
|
|
|
Natural gas and natural gas liquids (per Mcf)
|
|
$
|
4.85
|
|
|
$
|
4.95
|
|
|
$
|
0.10
|
|
|
|
2%
|
|
|
Average price per BOE, without realized derivatives
|
|
$
|
62.33
|
|
|
$
|
66.17
|
|
|
$
|
3.84
|
|
|
|
6%
|
|
|
Average price per BOE, with realized derivatives
|
|
$
|
60.85
|
|
|
$
|
63.09
|
|
|
$
|
2.24
|
|
|
|
4%
|
|
|
|
|
|
|
|
|
Production:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (MBbls)
|
|
|
356
|
|
|
|
1,049
|
|
|
|
693
|
|
|
|
195%
|
|
|
Natural gas and natural gas liquid (MMcf)
|
|
|
1,493
|
|
|
|
4,680
|
|
|
|
3,187
|
|
|
|
213%
|
|
|
Total (MBoe)(2)
|
|
|
604
|
|
|
|
1,829
|
|
|
|
1,225
|
|
|
|
203%
|
|
|
Average daily production volume:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (Bbls/d)
|
|
|
972
|
|
|
|
2,874
|
|
|
|
1,902
|
|
|
|
196%
|
|
|
Natural gas and natural gas liquids (Mcf/d)
|
|
|
4,079
|
|
|
|
12,823
|
|
|
|
8,744
|
|
|
|
214%
|
|
|
Total (Boe/d)
|
|
|
1,652
|
|
|
|
5,011
|
|
|
|
3,359
|
|
|
|
203%
|
|
|
(1)
|
Average prices shown in the table reflect prices both before and after the effects of our realized commodity hedging transactions. Our calculation of such effects
includes both realized gains or losses on cash settlements for commodity derivative transactions and premiums paid or received on options that settled during the period.
|
|
(2)
|
One Boe is equal to six Mcf of natural gas or one Bbl of oil or NGLs based on an approximate energy equivalency. This is an energy content correlation and does not
reflect a value or price relationship between the commodities.
|
70
The following table shows the relationship between our average realized oil price as a
percentage of the average NYMEX price and the relationship between our average realized natural gas price as a percentage of the average NYMEX price for the years indicated. Management uses the realized price to NYMEX margin analysis to analyze
trends in our oil and natural gas revenues.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
|
|
|
2012
|
|
|
2013
|
|
|
Average realized oil price ($/Bbl)
|
|
$
|
85.60
|
|
|
$
|
93.28
|
|
|
Average NYMEX ($/Bbl)
|
|
$
|
93.73
|
|
|
$
|
98.61
|
|
|
Differential to NYMEX
|
|
$
|
(8.14
|
)
|
|
$
|
(5.33
|
)
|
|
Average realized oil price to NYMEX percentage
|
|
|
91
|
%
|
|
|
95
|
%
|
|
Average realized natural gas price ($/Mcf)
|
|
$
|
4.85
|
|
|
$
|
4.95
|
|
|
Average NYMEX ($/Mcf)
|
|
$
|
2.91
|
|
|
$
|
3.79
|
|
|
Differential to NYMEX
|
|
$
|
1.94
|
|
|
$
|
1.17
|
|
|
Average realized natural gas price to NYMEX percentage
|
|
|
167
|
%
|
|
|
131
|
%
|
Oil revenues increased 221% from $30.4 million during the year ended December 31, 2012 to $97.8
million during year ended December 31, 2013. The increase is attributable to higher oil production volumes of 693 MBbls in conjunction with an increase in average oil prices of $7.68 per barrel. Of the overall changes in oil sales, increases in
oil production volumes accounted for a positive change of $59.3 million while increases in oil prices accounted for a positive change of $8.1 million.
Natural gas and natural gas liquid revenues increased 220% from $7.2 million during the year ended December 31, 2012 to $23.2 million during the year ended December 31, 2013. The revenue
increase is primarily a result of an increase in volumes sold of 3,187 MMcf. Natural gas revenue includes revenue from the sale of NGLs volumes.
Operating Expenses.
The following table summarizes our expenses for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2013
|
|
|
Change
|
|
|
% Change
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Operating expenses (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
$
|
4,646
|
|
|
$
|
16,572
|
|
|
$
|
11,926
|
|
|
|
257
|
%
|
|
Production and ad valorem taxes
|
|
|
2,412
|
|
|
|
7,081
|
|
|
|
4,669
|
|
|
|
194
|
%
|
|
Depreciation, depletion and amortization
|
|
|
6,406
|
|
|
|
28,152
|
|
|
|
21,746
|
|
|
|
339
|
%
|
|
General and administrative expenses
|
|
|
3,629
|
|
|
|
16,481
|
|
|
|
12,852
|
|
|
|
354
|
%
|
|
Accretion of asset retirement obligations
|
|
|
66
|
|
|
|
181
|
|
|
|
115
|
|
|
|
174
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
$
|
17,159
|
|
|
$
|
68,467
|
|
|
$
|
51,308
|
|
|
|
299
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense per Boe:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
$
|
7.69
|
|
|
$
|
9.06
|
|
|
$
|
1.37
|
|
|
|
18
|
%
|
|
Production and ad valorem taxes
|
|
|
3.99
|
|
|
|
3.87
|
|
|
|
(0.12)
|
|
|
|
(3)
|
%
|
|
Depreciation, depletion and amortization
|
|
|
10.60
|
|
|
|
15.39
|
|
|
|
4.79
|
|
|
|
45
|
%
|
|
General and administrative expenses
|
|
|
6.00
|
|
|
|
9.01
|
|
|
|
3.01
|
|
|
|
50
|
%
|
|
Accretion of asset retirement obligations
|
|
|
0.11
|
|
|
|
0.10
|
|
|
|
(0.01)
|
|
|
|
(9)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses per Boe
|
|
$
|
28.39
|
|
|
|
37.43
|
|
|
$
|
9.04
|
|
|
|
32
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Operating Expenses.
Lease operating expenses increased 257% from $4.6 million during the
year ended December 31, 2012 to $16.6 million during the year ended December 31, 2013. The increase is primarily
71
due to the higher operated well count in the year ended December 31, 2013 as compared to the prior year period. On a per Boe basis, lease operating expenses increased from $7.69 per Boe to
$9.06 per Boe. This increase was attributable to increases in costs for repair and maintenance for 170 new wells added, additional lease operators and increased water disposal activity.
Production and Ad Valorem Taxes.
Production and ad valorem taxes increased $4.7 million from $2.4 million during the year
ended December 31, 2012 to $7.1 million during the year ended December 31, 2013 due to increased wellhead revenue resulting from higher production. Our increased drilling activity led to a higher number of wells brought on production during the year
ended December 31, 2013 compared to the year ended December 31, 2012.
Depreciation, Depletion and Amortization.
DD&A expense increased by $21.8 million from $6.4 million during the year ended December 31, 2012 to $28.2 million for the year ended December 31, 2013 due to an increase in capitalized costs and production volumes.
General and Administrative Expenses.
General and administrative expenses increased $12.9 million from $3.6 million during the year
ended December 31, 2012 to $16.5 million during the year ended December 31, 2013 primarily due to higher payroll and payroll-related costs as we added additional employees to manage our growing asset base, higher rig count and increased production.
Other Income and Expenses.
The following table summarizes our other income and expenses for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2013
|
|
|
Change
|
|
|
% Change
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Other income (expense) (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
$
|
(6,285
|
)
|
|
$
|
(13,714
|
)
|
|
$
|
(7,429
|
)
|
|
|
118
|
%
|
|
Prepayment premium on extinguishment of debt
|
|
|
(6,597
|
)
|
|
|
—
|
|
|
|
6,597
|
|
|
|
|
|
|
Income from equity investment
|
|
|
267
|
|
|
|
184
|
|
|
|
(83
|
)
|
|
|
(31
|
)%
|
|
Derivative loss
|
|
|
(2,190
|
)
|
|
|
(9,800
|
)
|
|
|
(7,610
|
)
|
|
|
347
|
%
|
|
Other income (expense)
|
|
|
(81
|
)
|
|
|
159
|
|
|
|
240
|
|
|
|
(296
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net
|
|
$
|
(14,886
|
)
|
|
$
|
(23,171
|
)
|
|
$
|
(8,285
|
)
|
|
|
56
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense.
Interest expense increased $7.4 million from $6.3 million during the year ended
December 31, 2012 to $13.7 million in the year ended December 31, 2013 primarily due to higher weighted-average outstanding borrowings under our credit facilities.
Prepayment Premium on Extinguishment of Debt.
In 2012, we incurred a $6.6 million cash charge related to a call premium on our then outstanding debt facility. In 2013, there were no such prepayment
charges related to debt extinguishment.
Derivative Loss.
Loss on derivative instruments grew $7.6 million from $2.2
million during the year ended December 31, 2012 to $9.8 million during the year ended December 31, 2013 primarily as a result of the impact of changing commodity prices on increased hedging activities.
Gain on Sales of Oil and Natural Gas Properties
In August 2013, we sold our interest in seven
non-operated wells and 190 net acres for total proceeds of $0.8 million and realized a $36,000 gain on the sale. In April 2012, we sold 2,652 net
unevaluated acres for $8.6 million and realized a $7.5 million gain on the sale.
72
Income Tax Expense
Although our operations have not been subject to federal income tax, our operations located in Texas are subject to an entity-level tax, the Texas margin tax, at a statutory rate of up to 1.0% of our
Texas sourced operating income. During the year ended December 31, 2013, we recognized $1.9 million of expense associated with our Texas margin tax obligation, an increase of $1.3 million, or 244%, as compared to the $0.6 million we recognized
during the year ended December 31, 2012. This increase was attributable to our net increase in operating income, the components of which are discussed above.
Year Ended December 31, 2012 Compared to the Year Ended December 31, 2011
Oil and Natural
Gas Sales
Revenues.
The following table provides the components of our revenues for the periods indicated, as well as each period’s
respective average prices and production volumes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
|
2012
|
|
|
Change
|
|
|
% Change
|
|
|
Revenues (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil sales
|
|
$
|
8,702
|
|
|
$
|
30,443
|
|
|
$
|
21,741
|
|
|
|
250
|
%
|
|
Natural gas and natural gas liquid sales
|
|
|
2,132
|
|
|
|
7,236
|
|
|
|
5,104
|
|
|
|
239
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
10,834
|
|
|
$
|
37,679
|
|
|
$
|
26,845
|
|
|
|
248
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average sales prices(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil sales, without realized derivatives (per Bbls)
|
|
$
|
92.43
|
|
|
$
|
85.60
|
|
|
$
|
(6.83)
|
|
|
|
(7)
|
%
|
|
Oil sales, with realized derivatives (per Bbls)
|
|
$
|
92.17
|
|
|
$
|
83.08
|
|
|
$
|
(9.09)
|
|
|
|
(10)
|
%
|
|
Natural gas and natural gas liquids (per Mcf)
|
|
$
|
7.02
|
|
|
$
|
4.85
|
|
|
$
|
(2.17)
|
|
|
|
(31)
|
%
|
|
Average price per BOE, without realized derivatives
|
|
$
|
74.84
|
|
|
$
|
62.33
|
|
|
$
|
(12.51)
|
|
|
|
(17)
|
%
|
|
Average price per BOE, with realized derivatives
|
|
$
|
74.67
|
|
|
$
|
60.85
|
|
|
$
|
(13.82)
|
|
|
|
(19)
|
%
|
|
|
|
|
|
|
|
Production:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (MBbls)
|
|
|
94
|
|
|
|
356
|
|
|
|
262
|
|
|
|
278
|
%
|
|
Natural gas and natural gas liquid (MMcf)
|
|
|
304
|
|
|
|
1,493
|
|
|
|
1,189
|
|
|
|
391
|
%
|
|
Total (MBoe)(2)
|
|
|
145
|
|
|
|
604
|
|
|
|
459
|
|
|
|
317
|
%
|
|
Average daily production volume:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (Bbls/d)
|
|
|
258
|
|
|
|
972
|
|
|
|
714
|
|
|
|
277
|
%
|
|
Natural gas and natural gas liquids (Mcf/d)
|
|
|
832
|
|
|
|
4,079
|
|
|
|
3,247
|
|
|
|
390
|
%
|
|
Total (Boe/d)
|
|
|
397
|
|
|
|
1,652
|
|
|
|
1,255
|
|
|
|
316
|
%
|
|
(1)
|
Average prices shown in the table reflect prices both before and after the effects of our realized commodity hedging transactions. Our calculation of such effects
includes both realized gains or losses on cash settlements for commodity derivative transactions and premiums paid or received on options that settled during the period.
|
|
(2)
|
One Boe is equal to six Mcf of natural gas or one Bbl of oil or NGLs based on an approximate energy equivalency. This is an energy content correlation and does not
reflect a value or price relationship between the commodities.
|
73
The following table shows the relationship between our average realized oil price as a
percentage of the average NYMEX price and the relationship between our average realized natural gas price as a percentage of the average NYMEX price for the years indicated. Management uses the realized price to NYMEX margin analysis to analyze
trends in our oil and natural gas revenues.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
|
|
|
2011
|
|
|
2012
|
|
|
Average realized oil price ($/Bbl)
|
|
$
|
92.43
|
|
|
$
|
85.60
|
|
|
Average NYMEX ($/Bbl)
|
|
$
|
94.80
|
|
|
$
|
93.73
|
|
|
Differential to NYMEX
|
|
$
|
(2.37
|
)
|
|
$
|
(8.13
|
)
|
|
Average realized oil price to NYMEX percentage
|
|
|
98
|
%
|
|
|
91
|
%
|
|
|
|
|
|
Average realized natural gas price ($/Mcf)
|
|
$
|
7.02
|
|
|
$
|
4.85
|
|
|
Average NYMEX ($/Mcf)
|
|
|
3.92
|
|
|
$
|
2.91
|
|
|
Differential to NYMEX
|
|
$
|
3.10
|
|
|
$
|
1.94
|
|
|
Average realized natural gas price to NYMEX percentage
|
|
|
179
|
%
|
|
|
167
|
%
|
Oil revenues increased 250% from $8.7 million in 2011 to $30.4 million in 2012 as a result of an increase
in oil production volumes of 262 MBbls offset by a decrease in average oil prices of $6.83 per barrel. Of the overall changes in oil sales, increases in oil production volumes accounted for a positive change of $24.2 million while decreases in oil
prices accounted for a negative change of $2.5 million.
Natural gas and natural gas liquid revenues increased 239% from $2.1
million in 2011 to $7.2 million in 2012. The revenue increase is primarily a result of an increase in natural gas production volumes of 1,189 MMcf offset by a decrease in average natural gas prices of $2.17 per Mcf. Of the overall change in natural
gas sales, increases in production volumes accounted for a positive change of $8.3 million while decreases in natural gas prices accounted for a negative change of $3.2 million. Natural gas revenue includes revenue from the sale of NGLs volumes.
Operating
Expenses.
The following table summarizes our expenses for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
|
2012
|
|
|
Change
|
|
|
% Change
|
|
|
Operating expenses (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
$
|
1,446
|
|
|
$
|
4,646
|
|
|
$
|
3,200
|
|
|
|
221
|
%
|
|
Production and ad valorem taxes
|
|
|
610
|
|
|
|
2,412
|
|
|
|
1,802
|
|
|
|
295
|
%
|
|
Depreciation, depletion and amortization
|
|
|
1,247
|
|
|
|
6,406
|
|
|
|
5,159
|
|
|
|
414
|
%
|
|
General and administrative expenses
|
|
|
1,357
|
|
|
|
3,629
|
|
|
|
2,272
|
|
|
|
167
|
%
|
|
Accretion of asset retirement obligations
|
|
|
32
|
|
|
|
66
|
|
|
|
34
|
|
|
|
106
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
$
|
4,692
|
|
|
$
|
17,159
|
|
|
$
|
12,467
|
|
|
|
266
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense per Boe:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
$
|
9.99
|
|
|
$
|
7.69
|
|
|
$
|
(2.30
|
)
|
|
|
(23
|
)%
|
|
Production and ad valorem taxes
|
|
|
4.21
|
|
|
|
3.99
|
|
|
|
(0.22
|
)
|
|
|
(5
|
)%
|
|
Depreciation, depletion and amortization
|
|
|
8.61
|
|
|
|
10.60
|
|
|
|
1.99
|
|
|
|
23
|
%
|
|
General and administrative expenses
|
|
|
9.37
|
|
|
|
6.00
|
|
|
|
(3.37
|
)
|
|
|
(36
|
)%
|
|
Accretion of asset retirement obligations
|
|
|
0.22
|
|
|
|
0.11
|
|
|
|
(0.11
|
)
|
|
|
(50
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses per Boe
|
|
$
|
32.40
|
|
|
$
|
28.39
|
|
|
$
|
(4.01
|
)
|
|
|
(12
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74
Lease Operating
Expenses.
Lease operating expenses increased
221% from $1.4 million in 2011 to $4.6 million in 2012 primarily due to the increase in operated well count from 2011 to 2012, increases in costs for repair and maintenance for 89 new wells added, additional lease operators and increased water
disposal activity. On a per Boe basis, lease operating expenses decreased from $9.99 per Boe to $7.69 per Boe.
Production
and Ad Valorem Taxes.
Production and ad valorem taxes increased 295%, or $1.8 million from $0.6 million
in 2011 to $2.4 million in 2012 due to increased wellhead revenue resulting from higher production from our increase in the number of wells brought on production.
Depreciation,
Depletion
and Amortization.
DD&A expense increased by $5.2 million from $1.2 million in 2011 to $6.4 million in 2012 due to an increase in
capitalized costs and production volumes.
General
and Administrative
Expenses.
General and administrative expenses increased $2.2 million from $1.4 million in 2011 to $3.6 million in 2012 primarily due to higher payroll and payroll-related costs as we added additional employees to manage our growing asset base, higher rig
count and increased production.
Other Income and Expenses.
The following table summarizes our other income and
expenses for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
|
2012
|
|
|
Change
|
|
|
% Change
|
|
|
Other income (expense) (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
$
|
(458
|
)
|
|
$
|
(6,285
|
)
|
|
$
|
(5,827
|
)
|
|
|
1,272
|
%
|
|
Income from equity investment
|
|
|
136
|
|
|
|
267
|
|
|
|
131
|
|
|
|
96
|
%
|
|
Prepayment premium on extinguishment of debt
|
|
|
—
|
|
|
|
(6,597
|
)
|
|
|
(6,597
|
)
|
|
|
|
|
|
Derivative loss
|
|
|
(255
|
)
|
|
|
(2,190
|
)
|
|
|
(1,935
|
)
|
|
|
759
|
%
|
|
Other income (expense)
|
|
|
(267
|
)
|
|
|
(81
|
)
|
|
|
186
|
|
|
|
(70
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net
|
|
$
|
(844
|
)
|
|
$
|
(14,886
|
)
|
|
$
|
(14,042
|
)
|
|
|
1,664
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Expense.
Interest expense increased $5.8 million from $0.5 million
in 2011 to $6.3 million in 2012 primarily due to having a full year with the mezzanine debt facility outstanding during 2012 in addition to higher weighted-average outstanding borrowings under our credit agreement.
Prepayment
Premium on Extinguishment
of Debt.
In 2012, we incurred a $6.6 million cash charge related
to a call premium on our then outstanding debt facility. In 2011, there were no such prepayment charges related to debt extinguishment.
Derivative
Loss.
Loss on derivative instruments grew $1.9 million from $0.3 million in 2011 to $2.2 million in 2012 primarily as a result of the impact of changing commodity prices on
increased hedging activities.
Gain on Sales of Oil and Natural Gas Properties
During the year ended December 31, 2012, we entered into several transactions whereby we sold a total of 3,612 unevaluated net acres for
total proceeds of $9.3 million and a total realized gain of $7.8 million. This compares to our activity during the year ended December 31, 2011 where we entered into several transactions, selling a total of 10,264 unevaluated net acres for total
proceeds of $10.3 million and a total realized gain of $6.6 million.
75
Income Tax Expense
During the year ended December 31, 2012, we recognized $0.6 million of expense associated with our Texas margin tax obligation, an increase of $0.4 million, or 377.6%, as compared to the $0.1 million we
recognized during the year ended December 31, 2011. This increase was attributable to our net increase in operating income, the components of which are discussed above.
Liquidity and Capital Resources
We expect that our primary sources of
liquidity and capital resources after the consummation of this offering will be cash flows generated by operating activities and borrowings under our revolving credit facility. Depending upon market conditions and other factors, we may also have the
ability to issue additional equity and debt if needed. We intend to use the net proceeds from this offering to make a cash payment in settlement of the Preferred Return, to reduce amounts drawn under our revolving credit facility and any remaining
net proceeds will be used to fund a portion of our exploration and development program.
Historically, our predecessor’s
primary sources of liquidity have been cash flows from operations, borrowings under Parsley LLC’s credit facilities and equity provided by investors, including our management team and NGP. To date, our predecessor’s primary use of capital
has been for the development and exploration of oil and natural gas properties and increasing our acreage position. Our predecessor’s borrowings were approximately $470.6 million, $25.0 million, $430.2 million and $119.7 million at March 31,
2014 and 2013 and December 31, 2013 and 2012, respectively. Borrowings during those periods were used primarily to fund development and exploration of oil and natural gas properties in addition to adding to our leasehold.
Capital Requirements and Sources of Liquidity
Our 2014 capital budget for drilling and completion is approximately $409.0 million for an estimated 164 gross (138 net) vertical wells and 26 gross (19 net) horizontal wells. Our capital budget excludes
acquisitions. Substantially all of our capital budget will be spent in the Midland Basin. During the year ended December 31, 2013, our aggregate drilling and completion capital expenditures were $268.4 million, excluding acquisitions.
However, the amount and timing of these 2014 capital expenditures is largely discretionary and within our control. We could
choose to defer a portion of these planned 2014 capital expenditures depending on a variety of factors, including, but not limited to, the success of our drilling activities, prevailing and anticipated prices for oil and natural gas, the
availability of necessary equipment, infrastructure and capital, the receipt and timing of required regulatory permits and approvals, seasonal conditions, drilling and acquisition costs and the level of participation by other working interest
owners. A deferral of planned capital expenditures, particularly with respect to drilling and completing new wells, could result in a reduction in anticipated production and cash flows. Additionally, if we curtail our drilling program, we may lose a
portion of our acreage through lease expirations. See “Business—Developed and Undeveloped Acreage.” In addition, we may be required to reclassify some portion of our reserves currently booked as proved undeveloped reserves if such a
deferral of planned capital expenditures means we will be unable to develop such reserves within five years of their initial booking.
Historically, our predecessor’s primary sources of liquidity have been cash flows from operations, borrowings under Parsley LLC’s credit facilities and equity provided by investors, including
our management team and NGP. To date, our predecessor’s primary use of capital has been for the development and exploration of oil and natural gas properties and increasing our acreage position. Our future successes in growing proved reserves
and production will be highly dependent on the capital resources available to us. As we pursue reserve and production growth, we monitor which capital resources, including equity and debt financings, are available to us to meet our future financial
obligations, planned capital expenditure activities and liquidity requirements. Based upon current oil and natural gas price expectations for 2014, following the closing of this offering and the consummation of the transactions described under
“Corporate Reorganization,” we believe that our cash flow
76
from operations, proceeds of this offering and borrowings under our revolving credit facility will be sufficient to fund our operations through 2014. However, future cash flows are subject to a
number of variables, including the level of oil and natural gas production and prices, and significant additional capital expenditures will be required to more fully develop our properties. For example we expect a portion of our future capital
expenditures to be financed with cash flows from operations derived from wells drilled in drilling locations not associated with proved reserves on our December 31, 2013 reserve report. The failure to achieve anticipated production and cash
flows from operations from such wells could result in a reduction in future capital spending. We cannot assure you that operations and other needed capital will be available on acceptable terms or at all. Further, our capital expenditure budget for
2014 does not allocate any amounts for leasehold interest and additions to our properties. In the event we make additional acquisitions and the amount of capital required is greater than the amount we have available for acquisitions at that time, we
could be required to reduce the expected level of capital expenditures and/or seek additional capital. If we require additional capital for that or other reasons, we may seek such capital through traditional reserve base borrowings, joint venture
partnerships, production payment financings, asset sales, offerings of debt and equity securities or other means. We cannot assure you that needed capital will be available on acceptable terms or at all. If we are unable to obtain funds when needed
or on acceptable terms, we may be required to curtail our current drilling programs, which could result in a loss of acreage through lease expirations. In addition, we may not be able to complete acquisitions that may be favorable to us or finance
the capital expenditures necessary to replace our reserves.
Revolving Credit Facility
On October 21, 2013, we entered into an amended and restated first lien revolving credit facility with Wells Fargo Bank, National
Association, as administrative agent (“Administrative Agent”), and a syndicate of lenders with a maximum revolving credit facility of $750 million and a sublimit for letters of credit of $2.5 million.
Our revolving credit facility is secured by liens on substantially all of our properties and guarantees from Parsley and our
subsidiaries. The revolving credit facility contains restrictive covenants that may limit our ability to, among other things:
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•
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incur additional indebtedness;
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•
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|
make or declare dividends;
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•
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|
hedge future production or interest rates;
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|
•
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engage in certain other transactions without the prior consent of the lenders.
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The amount available to be borrowed under our revolving credit facility is subject to a borrowing base that is redetermined semi-annually
each March and September, with such redetermination effective each April and October, respectively, and depends on the volumes of our proved oil and gas reserves and estimated cash flows from these reserves and other information deemed relevant by
the Administrative Agent. As of December 31, 2013, our borrowing base was $280.0 million, and we had $234.8 million outstanding under our revolving credit facility. In connection with the issuance of our senior unsecured notes, our borrowing
base was reduced to $227.5 million. As of April 30, 2014, our borrowing base was $327.5 million and we had $175.3 million outstanding under our revolving credit facility. The revolving credit facility matures on September 10, 2018.
77
Principal amounts borrowed are payable on the maturity date, and interest is payable
quarterly for alternate base rate loans and at the end of the applicable interest period for Eurodollar loans. We have a choice of borrowing in Eurodollars or at the alternate base rate. Eurodollar loans bear interest at a rate per annum equal to an
adjusted LIBO rate (equal to the product of: (a) the LIBO rate, multiplied by (b) a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (expressed as a decimal) on such date at which the Administrative Agent is required to maintain reserves on ‘Eurocurrency Liabilities’ as defined in and pursuant to Regulation D of the Board of Governors of the
Federal Reserve System) plus an applicable margin ranging from 150 to 250 basis points, depending on the percentage of our borrowing base utilized. Alternate base rate loans bear interest at a rate per annum equal to the greatest of (i) the
agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the adjusted LIBO rate (as calculated above) plus 100 basis points, plus an applicable margin ranging from 50 to 150 basis points,
depending on the percentage of our borrowing base utilized. As of December 31, 2013, borrowings and letters of credit outstanding under our revolving credit facility had a weighted average interest rate of 3.31%. We may repay any amounts borrowed
prior to the maturity date without any premium or penalty other than customary LIBOR breakage costs.
Our first lien revolving
credit facility also requires us to maintain the following financial ratios:
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•
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a current ratio, which is the ratio of our consolidated current assets (includes unused commitments under the first lien revolving credit facility and
unrestricted cash and excludes certain derivative assets) to our consolidated current liabilities (excludes obligations under the first lien revolving credit facility and certain derivative liabilities), of not less than 1.0 to 1.0 as of the last
day of any fiscal quarter; and
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•
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|
a minimum interest coverage ratio, which is the ratio of EBITDAX (as defined in our first lien revolving credit facility) to consolidated interest
expense, of not less than 2.5 to 1.0 as of the last day of any fiscal quarter for the four fiscal quarters ending on such date; provided that for the fiscal quarters ending September 30, 2013, December 31, 2013 and March 31,
2014, EBITDAX and consolidated interest expense for the relevant period shall be deemed to equal EBITDAX or consolidated interest expense, as applicable, for the three, six or nine-month period then ending, as applicable, multiplied by 4, 2 and 4/3,
respectively.
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In April 2014, we determined that as of December 31, 2013, we were not in compliance
with the quarterly current ratio requirement under our credit facility and that as a result an event of default had occurred under this facility. On April 11, 2014, we received a waiver for this event of default from the required lenders and are
currently in compliance with the current ratio requirement.
A future breach of any covenant in our revolving credit facility
could result in a default under the revolving credit agreement, after any applicable grace periods. In the event that the lenders under the revolving credit agreement did not waive such a default, all outstanding indebtedness at the time of such
default could be accelerated and could result in a default, and acceleration of the indebtedness outstanding, under our other debt agreements. We have instituted procedures to minimize the risk of future breaches of covenants under the revolving
credit facility, including regularly preparing cash flow projections which we will use to forecast covenant compliance under the revolving credit facility. If there is any likelihood of potential non-compliance with a covenant, we intend to take
pro-active steps to meet with the lending bank to seek an amendment to, or a waiver of, the financial covenant at risk.
Senior Unsecured Notes
On February 5, 2014, Parsley LLC and Parsley Finance Corp. issued $400 million of the Notes. Interest is payable on the Notes semi-annually in arrears on each February 15 and August 15,
commencing August 15, 2014. The Notes are guaranteed on a senior unsecured basis by our subsidiaries other than Parsley LLC and Parsley Finance Corp. The issuance of these notes resulted in net proceeds, after discounts and offering expenses,
of approximately $391.4 million, $198.5 million of which was used to repay all outstanding borrowings, accrued
78
interest and a prepayment penalty under our second lien credit facility (which was terminated concurrently with such repayment) and $175.1 million of which was used to partially repay amounts
outstanding, plus accrued interest, under our revolving credit facility.
On April 14, 2014, Parsley LLC and Parsley
Finance Corp. issued an additional $150 million of the Notes at 104% of par for gross proceeds of $156 million. The issuance of these notes resulted in net proceeds of approximately $152.8 million, after deducting the initial purchasers’
discount and estimated offering expenses, approximately $145 million of which was used to repay outstanding borrowings under our revolving credit facility.
At any time prior to February 15, 2017, we may redeem up to 35% of the Notes at a redemption price of 107.5% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date,
with the proceeds of certain equity offerings so long as the redemption occurs within 120 days of completing such equity offering and at least 65% of the aggregate principal amount of the Notes remains outstanding after such redemption. Prior
to February 15, 2017, we may redeem some or all of the Notes for cash at a redemption price equal to 100% of their principal amount plus an applicable make-whole premium and accrued and unpaid interest to the redemption date. On and after
February 15, 2017, we may redeem some or all of the Notes at redemption prices (expressed as percentages of principal amount) equal to 105.625% for the twelve-month period beginning on February 15, 2017, 103.750% for the twelve-month
period beginning February 15, 2018, 101.875% for the twelve-month period beginning on February 15, 2019 and 100.00% beginning on February 15, 2020, plus accrued and unpaid interest to the redemption date.
The indenture governing the Notes restricts our ability and the ability of certain of our subsidiaries to, among other things: (i) incur
or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends on capital stock or redeem, repurchase or retire our capital stock or subordinated indebtedness; (iii) transfer or sell assets; (iv) make
investments; (v) create certain liens; (vi) enter into agreements that restrict dividends or other payments from our restricted subsidiaries to us; (vii) consolidate, merge or transfer all or substantially all of our assets; (viii) engage in
transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications. If at any time when the Notes are rated investment grade by either Moody’s Investors
Service, Inc. or Standard & Poor’s Ratings Services and no default or event of default (as defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended. If the ratings on the Notes decline
subsequently to below investment grade, the suspended covenants will be reinstated.
Derivative Activity
We plan to continue our practice of entering into hedging arrangements to reduce the impact of commodity price volatility on our cash flow
from operations. Under this strategy, we intend to continue our historical practice of entering into commodity derivative contracts at times and on terms desired to maintain a portfolio of commodity derivative contracts covering approximately 40% to
60% of our projected oil production over a two-to-three year period at a given point in time, although we may from time to time hedge more or less than this approximate range.
If cash flow from operations does not meet our expectations, we may reduce our expected level of capital expenditures and/or fund a portion of our capital expenditures using borrowings under our credit
facilities, issuances of debt and equity securities or from other sources, such as asset sales. We cannot assure you that needed capital will be available on acceptable terms or at all. Our ability to raise funds through the incurrence of additional
indebtedness could be limited by the covenants in our credit facilities. If we are unable to obtain funds when needed or on acceptable terms, we may not be able to complete acquisitions that may be favorable to us or finance the capital expenditures
necessary to maintain our production or proved reserves.
79
Cash Flows
The following table summarizes our cash flows for the periods indicated:
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Predecessor
|
|
|
|
|
Year
Ended
December 31,
|
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|
Three Months Ended
March 31,
|
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|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2013
|
|
|
2014
|
|
|
|
|
(in thousands)
|
|
|
Net cash provided by operating activities
|
|
$
|
16,031
|
|
|
$
|
5,025
|
|
|
$
|
53,235
|
|
|
$
|
18,053
|
|
|
$
|
9,985
|
|
|
Net cash used in investing activities
|
|
|
(15,654
|
)
|
|
|
(89,539
|
)
|
|
|
(425,611
|
)
|
|
|
(34,486
|
)
|
|
|
(120,820
|
)
|
|
Net cash provided by financing activities
|
|
|
19,729
|
|
|
|
74,245
|
|
|
|
378,096
|
|
|
|
23,141
|
|
|
|
93,480
|
|
Net cash provided by operating activities was approximately $18.1 million, $10.0 million, $16.0 million,
$5.0 million and $53.2 million for the three months ended March 31, 2013 and 2014 and for the years ended December 31, 2011, 2012 and 2013, respectively. Net cash provided by operating activities decreased from period ending March 31, 2013
to March 31, 2014 primarily due to an increased net cash paid for option as well as higher accounts receivable. Revenues, net of operating expenses, increased for the year ended December 31, 2013 as compared to the year ended December 31,
2012, and therefore our net cash provided by operating activities were consistent during that same period. Cash provided by operating activities is impacted by the prices received for oil and natural gas sales and levels of production volumes. Our
production volumes in the future will in large part be dependent upon the dollar amount and results of future capital expenditures. Future levels of capital expenditures made by us may vary due to many factors, including drilling results, oil and
natural gas prices, industry conditions, prices and availability of goods and services and the extent to which proved properties are acquired.
Net cash used in investing activities was approximately $34.5 million, $120.8 million, $15.7 million, $89.5 million and $425.6 million for the three months ended March 31, 2013 and 2014 and for the years
ended December 31, 2011, 2012 and 2013, respectively. The increased amount of cash used in investing activities in the year ended December 31, 2013 as compared to the year ended December 31, 2012 and in the year ended December 31, 2012 as
compared to the year ended December 31, 2011 was due to additional rigs operating during 2013 over 2012 and 2012 over 2011, in addition to drilling higher working interest wells in 2013 over 2012 and acquisition activity. The increased amount of
cash used in investing activities in the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 was due to additional rigs operating during the three months ended March 31, 2014 over the three months ended
March 31, 2013, in addition to drilling higher working interest wells during the three months ended March 31, 2014 over the three months ended March 31, 2013 and acquisition activity.
Net cash provided by financing activities was approximately $23.1 million, $93.5 million, $19.7 million, $74.2 million and $378.1 million
for the three months ended March 31, 2013 and 2014 and for the years ended December 31, 2011, 2012 and 2013, respectively. Net cash provided by financing activities increased in the period ending March 31, 2014 due to higher debt issuance
related to the issuance of our unsecured notes. For 2013, the cash provided by financing activities was primarily related to new borrowings under our credit facilities in addition to the $73.5 million equity investment that was closed in June 2013.
For 2011 and 2012, the cash provided by financing activities consisted primarily of net borrowings under long-term debt.
Working Capital
Our working capital totaled ($45.5) million, ($54.2) million and ($10.0) million at March 31, 2014, December 31, 2013 and December 31, 2012, respectively. Our collection of receivables has
historically been timely, and losses associated with uncollectible receivables have historically not been significant. Our cash balances totaled $2.4 million, $19.4 million and $13.7 million at March 31, 2014, December 31, 2013 and
December 31, 2012, respectively. Due to the amounts that accrue related to our drilling program, we may incur
80
working capital deficits in the future. We expect that our cash flows from operating activities and availability under our credit agreement after application of the estimated net proceeds from
this offering, as described under “Use of Proceeds,” will be sufficient to fund our working capital needs. We expect that our pace of development, production volumes, commodity prices and differentials to NYMEX prices for our oil and
natural gas production will be the largest variables affecting our working capital.
Contractual Obligations
A summary of our predecessor’s contractual obligations as of December 31, 2013 is provided in the following
table.
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Predecessor
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Payments Due by Period
For the Year Ended December 31,
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2014
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|
2015
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2016
|
|
|
2017
|
|
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2018
|
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Thereafter
|
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Total
|
|
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|
|
(in thousands)
|
|
|
Revolving Credit Facility(1)(4)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
234,750
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
234,750
|
|
|
Second Lien Credit Facility(2)(4)
|
|
|
—
|
|
|
|
—
|
|
|
|
192,854
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
192,854
|
|
|
Aircraft Term Loan
|
|
|
227
|
|
|
|
238
|
|
|
|
250
|
|
|
|
263
|
|
|
|
1,615
|
|
|
|
—
|
|
|
|
2,593
|
|
|
Office and equipment leases
|
|
|
757
|
|
|
|
738
|
|
|
|
679
|
|
|
|
699
|
|
|
|
715
|
|
|
|
1,353
|
|
|
|
4,941
|
|
|
Asset retirement obligations(3)
|
|
|
—
|
|
|
|
836
|
|
|
|
712
|
|
|
|
92
|
|
|
|
102
|
|
|
|
6,535
|
|
|
|
8,277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
984
|
|
|
$
|
1,812
|
|
|
$
|
429,245
|
|
|
$
|
1,054
|
|
|
$
|
2,432
|
|
|
$
|
7,888
|
|
|
$
|
443,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
This table does not include future commitment fees, amortization of deferred financing costs, interest expense or other fees on Parsley’s first lien revolving
credit facility because obligations thereunder are floating rate instruments and we cannot determine with accuracy the timing of future loan advances, repayments or future interest rates to be charged. At December 31, 2013, the maturity date of our
revolving credit facility was the earlier of September 10, 2018 or the date that was 91 days prior to the stated maturity of our second lien credit facility, December 31, 2016. The second lien credit facility was repaid in full and terminated in
February 2014.
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|
(2)
|
This table does not include future commitment fees, amortization of deferred financing costs, interest expense or other fees on Parsley’s second lien credit
facility because obligations thereunder are floating rate instruments and we cannot determine with accuracy the timing of future loan advances, repayments or future interest rates to be charged.
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|
(3)
|
Amounts represent estimates of our predecessor’s future asset retirement obligations. Because these costs typically extend many years into the future, estimating
these future costs requires management to make estimates and judgments that are subject to future revisions based upon numerous factors, including the rate of inflation, changing technology and the political and regulatory environment.
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|
(4)
|
On February 5, 2014, Parsley LLC and Parsley Finance Corp. issued $400 million of the Notes. We repaid all outstanding borrowings under our second lien credit
facility and $174.8 million of principal amounts outstanding under our revolving credit facility with the net proceeds from this offering. On April 14, 2014, Parsley LLC and Parsley Finance Corp. issued an additional $150 million of the Notes. We
used approximately $145 million of the net proceeds to repay outstanding borrowings under our revolving credit facility.
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Quantitative and Qualitative Disclosure About Market Risk
We are exposed to market risk, including the effects of adverse changes in commodity prices and interest rates as described below. The primary objective of the following information is to provide
quantitative and qualitative information about our potential exposure to market risks. The term “market risk” refers to the risk of loss arising from adverse changes in oil and natural gas prices and interest rates. The disclosures are not
meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. All of our market risk sensitive instruments were entered into for purposes other than speculative trading.
81
Commodity Price Risk
Our major market risk exposure is in the pricing that we receive for our oil, natural gas and NGLs production. Pricing for oil, natural
gas and NGLs has been volatile and unpredictable for several years, and this volatility is expected to continue in the future. The prices we receive for our oil, natural gas and NGLs production depend on many factors outside of our control, such as
the strength of the global economy.
To reduce the impact of fluctuations in oil prices on our revenues, our predecessor
periodically enters into commodity derivative contracts with respect to certain of our oil production through various transactions that limit the downside of future prices received. We seek to hedge approximately 40% to 60% of our expected oil
production on a rolling 24 to 36 month basis. We plan to continue our practice of entering into such transactions to reduce the impact of commodity price volatility on our cash flow from operations. Future transactions may include price swaps
whereby we will receive a fixed price for our production and pay a variable market price to the contract counterparty. Additionally, we may enter into collars, whereby we receive the excess, if any, of the fixed floor over the floating rate or pay
the excess, if any, of the floating rate over the fixed ceiling price. These hedging activities are intended to support oil prices at targeted levels and to manage our exposure to oil price fluctuations. As a result of the recent increase in natural
gas prices, we have hedged 1,800,000 MMBtu and 3,600,000 MMBtu of our expected 2014 and 2015 natural gas production, respectively. See “—Overview—Realized Prices on the Sale of Oil, Natural Gas and NGLs.”
Counterparty and Customer Credit Risk
Our derivative contracts expose us to credit risk in the event of nonperformance by counterparties. While our predecessor does not require our counterparties to our derivative contracts to post
collateral, our predecessor does evaluate the credit standing of such counterparties as it deems appropriate. This evaluation includes reviewing a counterparty’s credit rating and latest financial information. We plan to continue to evaluate
the credit standings of our counterparties in a similar manner. A portion of our predecessor’s derivative contracts currently in place are lenders under Parsley LLC’s credit facilities, with investment grade ratings.
Our principal exposures to credit risk are through receivables resulting from joint interest receivables and receivables from the sale of
our oil and natural gas production due to the concentration of its oil and natural gas receivables with several significant customers. The inability or failure of our significant customers to meet their obligations to us or their insolvency or
liquidation may adversely affect our financial results. However, we believe the credit quality of our customers is high. In addition, Parsley maintains the ability to net revenue payments to joint interest owners for those not paying their joint
interest billings.
Joint operations receivables arise from billings to entities that own partial interests in the wells we
operate. These entities participate in our wells primarily based on their ownership in leases on which we intend to drill. We have little ability to control whether these entities will participate in our wells.
Interest Rate Risk
At March 31, 2014, we had $130 million of variable-rate debt outstanding, with a weighted average interest rate of LIBOR plus 2.40%, or 2.56%, including incorporation of the second lien LIBOR
floor of 1.00%. Assuming no change in the amount outstanding, the impact on interest expense of a 1% increase or decrease in the average interest rate would be approximately $1.3 million per year. We may begin entering into interest rate swap
arrangements on a portion of our outstanding debt to mitigate the risk of fluctuations in LIBOR. See “—Liquidity and Capital Resources—Our Credit Facilities.”
Critical Accounting Policies and Estimates
The discussion and analysis of
our financial condition and results of operations are based upon our consolidated and combined financial statements, which have been prepared in accordance with GAAP. The
82
preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of
contingent assets and liabilities. Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if
different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation of our consolidated
and combined financial statements. See Note 3 of the notes to the audited consolidated and combined financial statements included elsewhere in this prospectus for an expanded discussion of our significant accounting policies and estimates made
by management.
Successful Efforts Method of Accounting for Oil and Natural Gas Activities
Oil and natural gas exploration and development activities are accounted for using the successful efforts method. Under this method, all
property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well has found proved reserves. If an exploratory well does not find proved reserves, the costs of drilling
the well are charged to expense. The costs of development wells are capitalized whether productive or nonproductive.
The
provision for DD&A of oil and natural gas properties is calculated on a reservoir basis using the unit-of-production method. All capitalized well costs and leasehold costs of proved properties are amortized on a unit-of-production basis over the
remaining life of proved developed reserves and total proved reserves, respectively. Natural gas is converted to barrel equivalents at the rate of six thousand cubic feet of natural gas to one barrel of oil. The calculation for the
unit-of-production DD&A method takes into consideration estimated future dismantlement, restoration and abandonment costs, which are net of estimated salvage values.
On the sale of a complete or partial unit of a proved property or pipeline and related facilities, the cost and related accumulated depreciation, depletion, and amortization are removed from the property
accounts, and any gain or loss is recognized.
Expenditures for maintenance, repairs and minor renewals necessary to maintain
properties in operating condition are expensed as incurred. Major betterments, replacements and renewals are capitalized to the appropriate property and equipment accounts. Estimated dismantlement and abandonment costs for oil and natural gas
properties are capitalized, net of salvage, at their estimated net present value and amortized on a unit-of-production basis over the remaining life of the related proved developed reserves.
Unproved properties consist of costs incurred to acquire unproved leases, or lease acquisition costs. Unproved lease acquisition costs
are capitalized until the leases expire or when we specifically identify leases that will revert to the lessor, at which time we expense the associated unproved lease acquisition costs. The expensing of the unproved lease acquisition costs is
recorded as impairment expense in our Consolidated and Combined Statement of Operations. Lease acquisition costs related to successful exploratory drilling are reclassified to proved properties and depleted on a unit-of-production basis.
For sales of entire working interests in unproved properties, gain or loss is recognized to the extent of the difference between the
proceeds received and the net carrying value of the property. Proceeds from sales of partial interests in unproved properties are accounted for as a recovery of costs unless the proceeds exceed the entire cost of the property.
Future Development Costs
Future development costs include costs incurred to obtain access to proved reserves such as drilling costs and the installation of production equipment. We develop estimates of these costs for each of our
properties based upon their geographic location, type of production structure, well depth, currently available procedures and ongoing
83
consultations with construction and engineering consultants. Because these costs typically extend many years into the future, estimating these future costs is difficult and requires management to
make judgments that are subject to future revisions based upon numerous factors, including changing technology and the political and regulatory environment. We review our assumptions and estimates of future development costs on an annual basis.
Asset Retirement Obligations
We have significant obligations to remove tangible equipment and facilities associated with our oil and gas wells and our gathering systems, and to restore land at the end of oil and gas production
operations. Our removal and restoration obligations are associated with plugging and abandoning wells and our gathering systems. Estimating the future restoration and removal costs is difficult and requires us to make estimates and judgments because
most of the removal obligations are many years in the future and contracts and regulations often have vague descriptions of what constitutes removal. Asset removal technologies and costs are constantly changing, as are regulatory, political,
environmental, safety and public relations considerations. Inherent in the present value calculations are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of
settlements and changes in the legal, regulatory, environmental and political environments.
Allocation of Purchase
Price in Business Combinations
As part of our business strategy, we periodically pursue the acquisition of oil and
natural gas properties. The purchase price in an acquisition is allocated to the assets acquired and liabilities assumed based on their relative fair values as of the acquisition date, which may occur many months after the announcement date.
Therefore, while the consideration to be paid may be fixed, the fair value of the assets acquired and liabilities assumed is subject to change during the period between the announcement date and the acquisition date. Our most significant estimates
in our allocation typically relate to the value assigned to future recoverable oil and natural gas reserves and unproved properties. As the allocation of the purchase price is subject to significant estimates and subjective judgments, the accuracy
of this assessment is inherently uncertain.
Internal Controls and Procedures
We are not currently required to comply with the SEC’s rules implementing Section 404 of the Sarbanes Oxley Act of 2002, and are
therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC’s rules implementing
Section 302 of the Sarbanes-Oxley Act of 2002, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control
over financial reporting. Though we will be required to disclose material changes made to our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial
reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. We will not be required to have our independent registered public accounting firm attest to the effectiveness of our internal
controls over financial reporting until our first annual report subsequent to our ceasing to be an “emerging growth company” within the meaning of Section 2(a)(19) of the Securities Act.
Inflation
Inflation in
the United States has been relatively low in recent years and did not have a material impact on our results of operations for the years ended 2013, 2012 and 2011 or the three months ended March 31, 2013 and 2014. Although the impact of
inflation has been insignificant in recent years, it is still a factor in the United States economy and we tend to experience inflationary pressure on the cost of oilfield services and equipment as increasing oil and gas prices increase drilling
activity in our areas of operations.
Off-Balance Sheet Arrangements
Currently, neither we nor our predecessor have off-balance sheet arrangements.
84
BUSINESS
Our Company
We are an
independent oil and natural gas company focused on the acquisition, development and exploitation of unconventional oil and natural gas reserves in the Permian Basin. The Permian Basin is located in West Texas and Southeastern New Mexico and is
comprised of three primary sub-areas: the Midland Basin, the Central Basin Platform and the Delaware Basin. These areas are characterized by high oil and liquids-rich natural gas content, multiple vertical and horizontal target horizons, extensive
production histories, long-lived reserves and historically high drilling success rates. Our properties are primarily located in the Midland and Delaware Basins and our activities have historically been focused on the vertical development of the
Spraberry, Wolfberry and Wolftoka Trends of the Midland Basin. Our vertical wells in the area are drilled into stacked pay zones that include the Spraberry, Wolfcamp, Upper Pennsylvanian (Cline), Strawn, Atoka and Mississippian formations. We intend
to supplement our vertical development drilling activity with horizontal wells targeting various stacked pay intervals in the Spraberry, Wolfcamp, Upper Pennsylvanian (Cline) and Atoka shales.
We began operations in August 2008 when we acquired the operator rights to wells producing from the Spraberry Trend in the Midland Basin
from Joe Parsley, a co-founder of Parker and Parsley. As of March 31, 2014, we continue to operate 98 gross (24 net) of these wells. Excluding those legacy 98 gross wells, as of March 31, 2014, on a pro forma basis, we had an
average working interest of 59% in 457 gross producing wells. In total, we have interests in 555 gross (271 net) producing wells, on a pro forma basis, all of which are in the Midland Basin and 99% of which we operate. Since our inception, on a
pro forma basis, we have leased or acquired 111,644 net acres in the Permian Basin, approximately 89,344 of which is in the Midland Basin. Since we commenced our drilling program in November 2009, we have operated up to 10 rigs simultaneously
and averaged 9 operated rigs for the 12 months ended March 31, 2014. Driven primarily by our large-scale drilling program in the core of the Midland Basin, we have grown our net average daily production to 12,852 Boe/d for the month ended
April 30, 2014, on a pro forma basis, a substantial majority of which is organic growth from wells we have drilled. We are currently operating nine vertical drilling rigs and two horizontal drilling rigs and expect to operate eight
vertical rigs and increase to five horizontal rigs by the first quarter of 2015.
We intend to grow our reserves and
production through the development, exploitation and drilling of our multi-year inventory of identified potential drilling locations. As of March 31, 2014, on a pro forma basis, we have identified 1,594 80- and 40-acre potential vertical
drilling locations, 1,986 20-acre potential vertical drilling locations and 1,681 potential horizontal drilling locations on our existing acreage, excluding our Southern Delaware Basin acreage and ascribing only 20 vertical locations to our Gaines
County (Midland Basin) acreage. As we expand our drilling program to our undeveloped Midland Basin acreage in Gaines County (Midland Basin) and our Southern Delaware Basin acreage, we expect to identify additional vertical and horizontal drilling
locations. In addition to our vertical drilling program in the Midland Basin, we initiated our horizontal development program with one rig during the fourth quarter of 2013. Additionally, we commenced our vertical appraisal drilling program in the
Delaware Basin during the first quarter of 2014 and expect to drill three vertical appraisal wells in 2014. We believe our acreage in the Delaware Basin may also benefit from the application of horizontal drilling and completion techniques. We
expect to supplement organic growth from our drilling program by proactively leasing additional acreage and selectively pursuing acquisitions that meet our strategic and financial objectives, with an emphasis on oil-weighted reserves in the Midland
Basin.
Our 2014 capital budget for drilling and completion is approximately $409.0 million for an estimated 164 gross
(138 net) vertical wells and 26 gross (19 net) horizontal wells. Our capital budget excludes any amount that may be paid for acquisitions. We anticipate that substantially all of our 2014 capital budget will be directed toward the Midland
Basin. During the year ended December 31, 2013, our aggregate drilling and completion capital expenditures were $268.4 million, excluding acquisitions. We expect the average working interest in wells we drill during 2014 will be approximately 75% to
85%.
85
The amount and timing of these capital expenditures is largely discretionary and within our
control. We could choose to defer a portion of these planned capital expenditures depending on a variety of factors, including but not limited to the success of our drilling activities, prevailing and anticipated prices for oil and natural gas, the
availability of necessary equipment, infrastructure and capital, the receipt and timing of required regulatory permits and approvals, seasonal conditions, drilling and acquisition costs and the level of participation by other interest owners.
We measure the expected return of our wells based on EUR and the related costs of acquisition, development and production.
Based on estimates prepared by NSAI for our reserves as of December 31, 2013, type curves for vertical locations in our Midland Basin-Core and Midland Basin-Tier I areas have average EURs of 214.8 MBoe (109.1 MBbls of oil, 300.5 MMcf of
natural gas and 55.6 MBbls of NGLs) and 109.3 MBoe (69.0 MBbls of oil, 114.5 MMcf of natural gas and 21.2 MBbls of NGLs), respectively. These estimates assume average 30-day initial production rates of 149.7 Boe/d (76.0 Bbls/d of oil, 209.3 Mcf/d of
natural gas and 38.8 Bbls/d of NGLs), and 84.5 Boe/d (53.3 Bbls/d of oil, 88.5 Mcf/d of natural gas and 16.4 Bbls/d of NGLs), respectively, which is consistent with the performance of our existing producing wells in these areas. We have no proved
undeveloped locations on our Midland Basin-Other or Southern Delaware Basin properties. To date, the average drilling and completion with sufficient cost data and facilities cost for the 201 and 125 vertical development wells we have drilled and
placed on production in our Midland Basin-Core and Midland Basin-Tier I areas, respectively, is approximately $2.3 million and approximately $2.0 million, respectively. The average
2-stream
30-day
initial production rate for all of the wells we drilled during the third and fourth quarters of 2013 was 153 Boe/d (comprised of 90 Bbls/d of oil and 373 Mcf/d of natural gas, which includes NGLs). Please see “Prospectus Summary—Recent
Developments—Recent Well Results.”
The following table summarizes our acreage and technically identified drilling
locations in the Permian Basin as of March 31, 2014, on a pro forma basis:
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Net Acreage
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Identified Drilling Locations(1)
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Vertical
Drilling
Inventory
(Years(5))
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Horizontal
Drilling
Inventory
(Years(6))
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Vertical(2)
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Horizontal(4)
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Area(3)
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80-and 40-acre
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20-acre
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Midland Basin-Core
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36,729
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963
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1,342
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983
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—
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Midland Basin-Tier I
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26,608
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523
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556
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698
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—
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Midland Basin-Other
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26,007
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108
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88
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—
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—
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Southern Delaware Basin
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22,300
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—
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—
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—
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—
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Total Permian Basin
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111,644
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1,594
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1,986
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1,681
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22 years
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25 years
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(1)
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We have estimated our drilling locations based on well spacing assumptions for the areas in which we operate and other criteria. The drilling locations on which we
actually drill will depend on the availability of capital, regulatory approvals, commodity prices, costs, actual drilling results and other factors. Any drilling activities we are able to conduct on these identified locations may not be successful
and may not result in our adding additional proved reserves to our existing proved reserves. See ‘‘Risk Factors—Our identified drilling locations are scheduled over many years, making them susceptible to uncertainties that could
materially alter the occurrence or timing of their drilling. In addition, we may not be able to raise the substantial amount of capital that would be necessary to drill such locations.” We have not identified any drilling locations at this time
on our substantial leasehold positions in the Southern Delaware Basin and only 20 vertical locations in Gaines County in the Midland Basin, due to our limited operating history in these areas.
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(2)
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Our total identified vertical drilling locations include 594 vertical locations on 80- and 40- acre spacing and 11 vertical locations on 20-acre
spacing associated with proved undeveloped reserves as of December 31, 2013. Of these 605 vertical locations, 434 are in our Midland Basin-Core area and 171 are in our Midland Basin-Tier I area. The remaining 1,000 vertical drilling
locations on 80- and 40- acre spacing and the 1,975 vertical drilling locations on 20-acre spacing were identified by our engineering and geoscience staff but as of yet have no associated proved reserves.
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(3)
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Our Midland Basin-Core area contains areas of Andrews, Glasscock, Howard, Martin, Midland, Reagan and Upton Counties. Our Midland Basin-Tier 1 area includes areas of
Andrews, Borden, Crane, Dawson, Ector, Glasscock, Howard, Irion, Martin, Midland, Reagan and Upton Counties. Our Midland Basin-Other area includes portions of Andrews, Dawson and Gaines Counties. Our Southern Delaware Basin includes portions of
Pecos and Reeves Counties.
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(4)
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Our target horizontal location count implies 724’ to 870’ between well spacing which is equivalent to five to six wells per 640-acre section per prospective
interval. The ultimate spacing may be less than these amounts, which would result in a higher location count, or greater than these amounts, which would result in a lower location count.
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(5)
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Based on spud to release times consistent with our 2013 drilling program and a continuous eight-rig vertical drilling program.
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(6)
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Based on a continuous six-rig horizontal drilling program and an estimated spud to release time of 32 days.
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We believe the experience gained from our historical vertical drilling program and the information obtained from the results of extensive
industry drilling across the Permian Basin have reduced the geological risk and uncertainty associated with drilling vertical wells on our acreage. Our horizontal drilling program is intended to further capture the upside potential that may exist on
our properties and increase our well performance and recoveries as compared to drilling vertical wells alone.
As of December
31, 2013, our estimated proved oil and natural gas reserves were 54.8 MMBoe based on a reserve report prepared by NSAI, our independent reserve engineers. Our proved reserves are approximately 54% oil, 23% natural gas liquids, 23% natural gas and
43% proved developed.
The following table provides a summary of selected operating information for our properties in each of
the basins within which we operate. All information is as of December 31, 2013 except as otherwise noted.
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Net Acreage(2)
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Estimated Total Proved Reserves(1)
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Average
Net Daily
Production
(Boe/d)(4)
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R/P
Ratio
(Years)(5)
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PV-10
(Millions)(6)
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Oil
(MMBbls)
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NGLs
(MMBbls)
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Natural
Gas
(MMcf)
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Total
(MMBoe)
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%
Liquids(3)
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Midland Basin
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89,344
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29.507
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12.357
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77.818
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54.834
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77
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12,852
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11.7
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$
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731.1
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Delaware Basin
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22,300
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—
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—
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—
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—
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—
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—
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—
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—
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Total
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111,644
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29.507
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12.357
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77.818
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54.834
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77
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12,852
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11.7
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$
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731.1
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(1)
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Our estimated net proved reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance.
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(2)
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As of March 31, 2014, on a pro forma basis.
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(3)
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Includes both oil and NGLs.
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(4)
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On a pro forma basis for the month ended April 30, 2014. Represents 6,626 Bbls/d of crude oil, 3,278 Bbls/d NGLs and 17,686 Mcf/d of natural gas.
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(5)
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Represents the number of years proved reserves would last assuming production continued at the average rate for the month ended April 30, 2014, on a pro forma
basis. Because production rates naturally decline over time, the R/P Ratio may not be a useful estimate of how long properties should economically produce.
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(6)
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PV-10 was prepared using SEC pricing discounted at 10% per annum, without giving effect to taxes or hedges. PV-10 is a non-GAAP financial measure. We
believe that the presentation of PV-10 is relevant and useful to our investors as supplemental disclosure to the standardized measure of future net cash flows, or after tax amount, because it presents the discounted future net cash flows
attributable to our reserves prior to taking into account future corporate income taxes and our current tax structure. While the standardized measure is dependent on the unique tax situation of each company, PV-10 is based on a pricing methodology
and discount factors that are consistent for all companies. Moreover, GAAP does not provide a
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measure of estimated future net cash flows for reserves other than proved reserves or for proved, probable or possible reserves calculated using prices other than SEC prices. PV-10 does not take
into account the effect of future taxes. Investors should be cautioned that neither PV-10 nor standardized measure represents an estimate of the fair market value of our proved reserves. For a reconciliation of PV-10 of proved reserves based on SEC
pricing to standardized measure, see “Summary—Summary Historical Consolidated and Combined Financial Data—Non-GAAP Financial Measures.”
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Our Business Strategy
Our business strategy is to increase shareholder
value through the following:
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•
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Grow reserves, production and cash flow by exploiting our liquids rich resource base
.
We intend to selectively develop our acreage
base in an effort to maximize its value and resource potential. We intend to pursue drilling opportunities that offer competitive returns that we consider to be low risk based on production history and industry activity in the area, and repeatable
as a result of well-defined geological properties over a large area. Through the conversion of our resource base to developed reserves, we will seek to increase our reserves, production and cash flow while generating favorable returns on invested
capital. As of March 31, 2014, on a pro forma basis, we have identified 1,594 80- and 40-acre potential vertical drilling locations, 1,986 20-acre potential vertical drilling locations and 1,681 potential horizontal drilling locations on our
existing acreage, which only includes 20 vertical locations in our Gaines County (Midland Basin) and no locations in our Southern Delaware Basin acreage. As we expand our drilling program to our undeveloped Gaines County (Midland Basin) and Southern
Delaware Basin acreage, we expect to identify additional vertical and horizontal drilling locations on those properties.
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•
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Optimize our low risk vertical drilling program and capture potential horizontal development opportunities
.
Our large scale
drilling program has historically focused on optimizing our vertical drilling and completion techniques across our Midland Basin acreage. We intend to continue drilling on 80-acre spacing to hold leases by production and to conduct infill drilling
on 40-acre downspacing, which generally increases the recovery factor per section and enhances returns because infrastructure is typically in place. We believe opportunities for increased well density exist across our acreage base for both our
horizontal and vertical drilling programs and that horizontal drilling may be economical in areas where vertical drilling is currently not economical or logistically viable. We intend to target multiple benches within the Spraberry, Wolfcamp, Upper
Pennsylvanian (Cline) and Atoka shales with horizontal wells and believe our horizontal drilling program may significantly increase our recoveries per section as compared to drilling vertical wells alone.
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•
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Improve operational and cost efficiency by maintaining control of our production
.
We currently operate approximately 99% of the
wells in which we have an interest and intend to maintain operational control of substantially all of our producing properties. We believe that retaining control of our production will enable us to increase recovery rates, lower well costs, improve
drilling performance, and increase ultimate hydrocarbon recovery through optimization of our drilling and completion techniques. Our management team regularly evaluates our operating results against those of other operators in the area in an effort
to improve our performance and implement best practices. We have reduced the average time from spud to rig release for our vertical Spraberry and Wolfberry wells from approximately 18 days during 2011 to approximately 15.8 days in the first quarter
of 2014. Our average total depth of wells drilled in 2013 was 11,350 feet. We have also reduced our total drilling, completion, and facilities costs from a peak average of $2.4 million per well in the first quarter of 2012 to an average of $1.9
million per well in the fourth quarter of 2013. This decrease was driven primarily by a reduction in hydraulic fracturing costs and efficiencies gained through economies of scale over this time period.
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•
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Pursue additional leasing and strategic acquisitions
.
We intend to focus primarily on increasing our acreage position
through leasing in our Midland Basin-Core area, while selectively pursuing other acquisition opportunities that meet our strategic and financial objectives. Our acreage position extends through what we believe is the stacked pay core of the Midland
Basin and we believe we can
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economically and efficiently add and integrate additional acreage into our current operations. We have a proven history of acquiring leasehold positions in the Permian Basin that have substantial
oil-weighted resource potential and believe our management team’s extensive experience operating in the Midland Basin provides us with a competitive advantage in identifying leasing opportunities and acquisition targets and evaluating resource
potential.
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•
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Maintain financial flexibility
.
We intend to maintain a conservative financial position to allow us to develop our
drilling, exploitation and exploration activities and maximize the present value of our oil-weighted resource potential. We intend to fund our growth with cash flow from operations, liquidity under our revolving credit facility and access to capital
markets over time. As of March 31, 2014, after giving effect to this offering and the use of the proceeds therefrom, we will have $615.0 million of liquidity, with $287.8 million of cash and cash equivalents and $327.2 million of
available borrowing capacity under our revolving credit facility. Consistent with our disciplined approach to financial management, we have an active commodity hedging program that seeks to hedge approximately 40% to 60% of our expected oil
production on a rolling 24 to 36 month basis, reducing our exposure to downside commodity price fluctuations and enabling us to protect cash flows and maintain liquidity to fund our capital program and investment opportunities. In addition, as a
result of the recent increase in natural gas prices, we have hedged approximately 1,800,000 MMBtu and 3,600,000 MMBtu of our expected 2014 and 2015 natural gas production, respectively.
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Our Strengths
We
believe that the following strengths will help us achieve our business goals:
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•
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Liquids rich, multi-year vertical drilling inventory in the core of one of North America’s leading oil resource plays
.
All of our leasehold acreage is located in one of the most prolific resource plays in North America, the Permian Basin in West Texas. The majority of our current properties in the Midland Basin are positioned in what we believe to be the stacked pay
fairway of the Spraberry, Wolfberry and Wolftoka Trends. We have identified a multi-year inventory of potential drilling locations for our oil-weighted reserves that we believe provides attractive growth and return opportunities. We view our
identified vertical drilling inventory in the Midland Basin as substantially “de-risked” based on our extensive drilling and production history in the area and well-established industry activity surrounding our acreage. As of December 31,
2013, our estimated net proved reserves consisted of approximately 54% oil, 23% natural gas liquids and 23% natural gas.
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•
|
|
Extensive horizontal development potential
.
We believe there are a significant number of horizontal locations on our
acreage that will allow us to target the Spraberry, Wolfcamp, Upper Pennsylvanian (Cline) and Atoka shales. In addition, based on our analysis of data acquired through our vertical drilling program and the activities of offset operators, we believe
that multiple benches contained within our acreage may have significant resource potential, which could substantially increase the ultimate Southern hydrocarbon recovery of each surface acre we have under leasehold. Excluding our Gaines County
(Midland Basin) and Delaware Basin acreage, on a pro forma basis, we had 1,681 identified potential horizontal drilling locations as of March 31, 2014. During 2013, we spud our first horizontal well in the Wolfcamp B interval across North Upton and
Southern Midland Counties and plan to ramp up to five horizontal rigs by the first quarter of 2015. We currently expect to drill 26 additional gross (19 net) horizontal wells during 2014. As we continue to expand our vertical drilling program to our
undeveloped acreage in Gaines County (Midland Basin) and the Southern Delaware Basin, we expect to identify additional horizontal drilling locations.
|
|
|
•
|
|
Incentivized management team with substantial technical and operational expertise
.
Our management team has a proven track
record of executing on multi-rig development drilling programs and extensive experience in the Spraberry, Wolfberry and Wolftoka Trends of the Permian Basin. Our chief executive officer, Bryan Sheffield, is a third generation oil and gas executive,
and our management team has previous experience at Parker and Parsley, Concho, Chesapeake, and Pioneer. We have also assembled a
|
89
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|
technical team that includes seven petroleum engineers and four geologists with an average of fifteen years of experience, which we believe will be of strategic importance as we continue to
expand our future exploration and development plans. After giving effect to this offering, our management team will hold approximately 43.0% of our ownership interest and will be our largest shareholder group. We believe our management team’s
significant ownership interest provides meaningful incentive to increase the value of our business for the benefit of all shareholders.
|
|
|
•
|
|
Operating control over approximately 99% of our production
.
As of March 31, 2014, we operated approximately 99% of the
wells in which we have an interest. We believe that maintaining control of our production enables us to dictate the pace of development and better manage the cost, type and timing of exploration, exploitation and development activities Our leasehold
position is comprised primarily of properties that we operate and, excluding our Gaines County (Midland Basin) and Southern Delaware Basin acreage, on a pro forma basis, includes an estimated 1,594 80- and 40-acre potential vertical drilling
locations, 1,986
20-acre
potential vertical drilling locations and 1,681 identified potential horizontal drilling locations.
|
|
|
•
|
|
Conservative balance sheet
.
We expect to maintain financial flexibility that will allow us to develop our drilling
activities and selectively pursue acquisitions. After consummation of the transactions contemplated by this prospectus, we expect to have no debt outstanding under our revolving credit facility and $327.2 million of available borrowing capacity
under our borrowing base. We believe this borrowing capacity, along with our cash flow from operations, will provide us with sufficient liquidity to execute on our current capital program.
|
Our History
We
commenced operations in August 2008 as the contract operator of 109 legacy wells, 98 of which are still active and we currently operate that were drilled in the Spraberry Trend by Parker and Parsley, one of the first movers in the Permian
Basin. At the time we commenced operations, we did not have a working interest in any of these legacy wells. In 2009, we began to acquire leasehold acreage and drilled and operated wells on this newly-acquired acreage in exchange for small carried
interests in the wells. We commenced our drilling program in Upton County in November 2009 with one vertical drilling rig; as of March 31, 2014, we were running nine vertical drilling rigs and one horizontal drilling rig. In 2011, we supplemented
our traditional leasing activities through the acquisition of farm out acreage targeting the Spraberry Trend, which allowed us to participate in new wells with a higher working interest. As we continued to acquire additional acreage over time, we
began to retain up to 100% of the working interest in new wells being drilled. We also focused on acquiring working interests from our partners. Additionally, we began to supplement our organic growth by strategically acquiring properties from third
parties, with a focus on acquiring leasehold with minimal production but high development potential. Through these actions, we steadily increased our average working interest in the wells we operate. As of March 31, 2014, our average working
interest in our producing wells, including the 98 legacy wells, is approximately 49%, or 59% excluding legacy operated wells. We expect the average working interest in wells we plan to drill during 2014 will be approximately 75 to 85%.
90
Our Properties
Our properties are located in the West Texas portion of the Permian Basin. As of March 31, 2014, on a pro forma basis, our acreage position consisted of 111,644 net acres, 89,344 of which are in the
Midland Basin and 22,300 of which are in the Delaware Basin, approximately 32% of which is held by production. We believe we can hold substantially all of our acreage through a continuous four-rig vertical drilling program. As of March 31,
2014, on a pro forma basis, we have interests in 555 gross (271 net) producing wells, of which we operate 99%. Of these wells, 402 were drilled by us since initiating our drilling program in November 2009. The table below sets forth our identified
drilling locations in the Midland Basin as of March 31, 2014, on a pro forma basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Horizontal Locations
|
|
|
|
|
Short Laterals(2)
|
|
|
Long Laterals(2)
|
|
|
Total
|
|
|
|
|
Gross
|
|
|
Net
|
|
|
Gross
|
|
|
Net
|
|
|
Gross
|
|
|
Net
|
|
|
Target Horizontal Zone
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spraberry
|
|
|
161
|
|
|
|
127
|
|
|
|
27
|
|
|
|
23
|
|
|
|
188
|
|
|
|
150
|
|
|
Wolfcamp A
|
|
|
206
|
|
|
|
169
|
|
|
|
69
|
|
|
|
64
|
|
|
|
275
|
|
|
|
233
|
|
|
Wolfcamp B
|
|
|
203
|
|
|
|
170
|
|
|
|
73
|
|
|
|
68
|
|
|
|
276
|
|
|
|
238
|
|
|
Wolfcamp C
|
|
|
206
|
|
|
|
171
|
|
|
|
74
|
|
|
|
68
|
|
|
|
280
|
|
|
|
239
|
|
|
Upper Pennsylvanian (Cline)
|
|
|
217
|
|
|
|
188
|
|
|
|
76
|
|
|
|
70
|
|
|
|
293
|
|
|
|
258
|
|
|
Atoka
|
|
|
292
|
|
|
|
253
|
|
|
|
77
|
|
|
|
71
|
|
|
|
369
|
|
|
|
324
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Target Horizontal Location
|
|
|
1,285
|
|
|
|
1,076
|
|
|
|
396
|
|
|
|
366
|
|
|
|
1,681
|
|
|
|
1,442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Vertical Locations(1)
|
|
|
|
|
80-and 40-Acre
|
|
|
20-Acre
|
|
|
Total
|
|
|
|
|
Gross
|
|
|
Net
|
|
|
Gross
|
|
|
Net
|
|
|
Gross
|
|
|
Net
|
|
|
Target Vertical Locations
|
|
|
1,594
|
|
|
|
1,221
|
|
|
|
1,986
|
|
|
|
1,366
|
|
|
|
3,580
|
|
|
|
2,587
|
|
|
Total Target Horizontal and Vertical Locations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,261
|
|
|
|
4,029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Ascribes only 20 vertical locations to our Gaines County (Midland Basin) acreage
|
|
(2)
|
Our target horizontal location count implies four wells per 640 acres for short laterals, which we define as horizontal lateral lengths of approximately 5,000 feet, and
five wells per 960 acres for long laterals, which we define as horizontal lateral lengths of approximately 7,500 feet.
|
The Permian Basin is an area that extends through multiple counties in Southeast New Mexico and West Texas and covers an area some 250 miles wide and 300 miles long. It is comprised of three main
sub-areas, the Delaware Basin, the Central Basin Platform, and the Midland Basin. The Permian Basin is characterized by oil and liquids rich gas production. According to the Texas Railroad Commission, over 29 billion barrels of oil and 75 trillion
cubic feet of gas have been produced in the Permian Basin since the first producing well was drilled in 1921 in Mitchell County. Historically, conventional reservoirs have been targeted and successfully produced in all three sub-areas. Over the past
30 years, there has been an increase in multi-stage fracturing treatments targeting and commingling production from multiple tight, stacked pay, unconventional formations. With the advent of horizontal drilling and the application of multi-stage
fracture treatments within one horizontal well bore, activity has increased drastically targeting one unconventional formation at a time for production.
Midland Basin
Throughout the middle and late Pennsylvanian
period, the Midland Basin was a very shallow and generally poorly defined area dominated by marine shale and limestone deposition. Organic content of the marine shale increased as the basin slowly subsided. Tectonic uplift of the Central Basin
Platform and coincident emergence
91
of the Eastern Shelf during the early Permian period brought greater definition to the Midland Basin as a distinct physiographic feature. Slow subsidence and basin filling with organic shale and
limestones continued to dominate deposition. During middle Permian period more emergent surrounding shelf areas to the northwest and south-southwest contributed thick volumes of clastic sand that molded with the shale and limestones and formed the
widespread Spraberry formation throughout the Permian Basin. In the later Permian time period, there was basin-wide infilling and subsequent burial with massive evaporate deposition.
The Midland Basin has historically been characterized by production from its most prolific field, the Spraberry Trend Area. The Spraberry
Trend Area has been heavily drilled since the discovery of the Seaboard No. 2-D Lee well in Dawson County in 1949. The field stretches over 150 miles North to South and over 75 miles East to West. According to Texas Railroad Commission, over
1.1 billion barrels of oil have been produced in this field alone as of March 2013. Additionally, activity targeting the deeper Wolfcamp formation increased dramatically after Henry Petroleum started drilling fully through the Wolfcamp formation in
the early 2000s. In the late 2000s and early 2010s, many operators, including Parsley, had success commingling still deeper production from the Upper Pennsylvanian (Cline), Strawn, and Atoka formations. Concurrently, operators started testing zones
singularly with horizontal wells and multi-stage treatments. To date, the majority of these wells in the Midland Basin target the Upper Pennsylvanian and Wolfcamp formations. There have also been successful horizontal tests in the Clearfork,
Spraberry, and Atoka formations.
Core Area Descriptions
We group our assets by area based on similar geologic, economic and technical requirements. We split our assets into four areas, the
Midland Basin-Core, Midland Basin-Tier 1, Midland Basin-Other and Southern Delaware Basin. The description below of our assets in the Midland Basin are on a pro forma basis.
Midland Basin-Core
Our Midland Basin-Core assets are characterized by
being in the modern day sedimentary deep portion of the Midland basin resulting in multiple stacked pay benches ranging from the Clearfork to the Atoka formations. Generally, well drilling and completion costs are slightly higher in the Midland
Basin-Core area due to design for deeper depths and higher pressures. Our Midland Basin-Core contains areas of Andrews, Glasscock, Howard, Martin, Midland, Reagan and Upton Counties.
As of March 31, 2014, we have 36,729 net acres in our Midland Basin-Core area. Approximately 58% of our acreage in this area is held by
production. We have interests in 380 producing wells in our Midland Basin-Core area as of March 31, 2014 and we operate 99% of the wells in which we have an interest. Since initiating our drilling program, we have drilled 259 wells in this
area. The table below sets forth our identified drilling locations in the Midland Basin-Core as of March 31, 2014 on a pro forma basis.
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Horizontal Locations
|
|
|
|
|
Short Laterals(1)
|
|
|
Long Laterals(1)
|
|
|
Total
|
|
|
|
|
Gross
|
|
|
Net
|
|
|
Gross
|
|
|
Net
|
|
|
Gross
|
|
|
Net
|
|
|
Target Horizontal Zone
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spraberry
|
|
|
74
|
|
|
|
57
|
|
|
|
14
|
|
|
|
11
|
|
|
|
88
|
|
|
|
68
|
|
|
Wolfcamp A
|
|
|
113
|
|
|
|
93
|
|
|
|
35
|
|
|
|
31
|
|
|
|
148
|
|
|
|
124
|
|
|
Wolfcamp B
|
|
|
110
|
|
|
|
94
|
|
|
|
40
|
|
|
|
36
|
|
|
|
150
|
|
|
|
130
|
|
|
Wolfcamp C
|
|
|
113
|
|
|
|
95
|
|
|
|
41
|
|
|
|
36
|
|
|
|
154
|
|
|
|
131
|
|
|
Upper Pennsylvanian (Cline)
|
|
|
135
|
|
|
|
116
|
|
|
|
44
|
|
|
|
39
|
|
|
|
179
|
|
|
|
155
|
|
|
Atoka
|
|
|
220
|
|
|
|
189
|
|
|
|
44
|
|
|
|
39
|
|
|
|
264
|
|
|
|
228
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Target Horizontal Location
|
|
|
765
|
|
|
|
643
|
|
|
|
218
|
|
|
|
192
|
|
|
|
983
|
|
|
|
836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Vertical Locations
|
|
|
|
|
80-
and 40-Acre
|
|
|
20-Acre
|
|
|
Total
|
|
|
|
|
Gross
|
|
|
Net
|
|
|
Gross
|
|
|
Net
|
|
|
Gross
|
|
|
Net
|
|
|
Target Vertical Locations
|
|
|
963
|
|
|
|
728
|
|
|
|
1,342
|
|
|
|
929
|
|
|
|
2,305
|
|
|
|
1,657
|
|
|
Total Target Horizontal and Vertical Locations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,288
|
|
|
|
2,493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Our target horizontal location count implies four wells per 640 acres for short laterals, which we define as horizontal lateral lengths of approximately 5,000 feet, and
five wells per 960 acres for long laterals, which we define as horizontal lateral lengths of approximately 7,500 feet.
|
Midland Basin-Tier I
Our Midland Basin-Tier 1 assets are characterized by
being in a shallower modern day sedimentary portion of the Midland Basin than our Midland Basin-Core. The southern boundary is the Big Lake Fault, the western boundary is the Central Basin Platform, the northern boundary is the Horseshoe Atoll and
the Eastern boundary is the transition to the Eastern Shelf. Due to lower pressures and shallower depths, well drilling and completion costs tend to be slightly lower than the Midland Basin-Core. Our Midland Basin-Tier 1 includes areas of Andrews,
Borden, Crane, Dawson, Ector, Glasscock, Howard, Irion, Martin, Midland, Reagan and Upton Counties.
As of March 31, 2014,
we have 26,608 net acres in our Midland Basin-Tier I area. Approximately 37.5% of our acreage in this area is held by production. We have interests in 166 producing wells in our Midland Basin-Tier I area as of March 31, 2014 and operate 91%, of
the wells in which we have an interest. Since initiating our drilling program, we have drilled 143 (gross) wells in this area. The table below sets forth our identified drilling locations in the Midland Basin-Tier I as of March 31, 2014, on a pro
forma basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Horizontal Locations
|
|
|
|
|
Short Laterals(1)
|
|
|
Long Laterals(1)
|
|
|
Total
|
|
|
|
|
Gross
|
|
|
Net
|
|
|
Gross
|
|
|
Net
|
|
|
Gross
|
|
|
Net
|
|
|
Target Horizontal Zone
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spraberry
|
|
|
87
|
|
|
|
70
|
|
|
|
13
|
|
|
|
12
|
|
|
|
100
|
|
|
|
82
|
|
|
Wolfcamp A
|
|
|
93
|
|
|
|
76
|
|
|
|
34
|
|
|
|
33
|
|
|
|
127
|
|
|
|
109
|
|
|
Wolfcamp B
|
|
|
93
|
|
|
|
76
|
|
|
|
33
|
|
|
|
32
|
|
|
|
126
|
|
|
|
108
|
|
|
Wolfcamp C
|
|
|
93
|
|
|
|
76
|
|
|
|
33
|
|
|
|
32
|
|
|
|
126
|
|
|
|
108
|
|
|
Upper Pennsylvanian (Cline)
|
|
|
82
|
|
|
|
72
|
|
|
|
32
|
|
|
|
31
|
|
|
|
114
|
|
|
|
103
|
|
|
Atoka
|
|
|
72
|
|
|
|
64
|
|
|
|
33
|
|
|
|
32
|
|
|
|
104
|
|
|
|
96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Target Horizontal Location
|
|
|
520
|
|
|
|
433
|
|
|
|
178
|
|
|
|
174
|
|
|
|
698
|
|
|
|
606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Vertical Locations
|
|
|
|
|
80- and 40-Acre
|
|
|
20-Acre
|
|
|
Total
|
|
|
|
|
Gross
|
|
|
Net
|
|
|
Gross
|
|
|
Net
|
|
|
Gross
|
|
|
Net
|
|
|
Target Vertical Locations
|
|
|
523
|
|
|
|
417
|
|
|
|
556
|
|
|
|
381
|
|
|
|
1,079
|
|
|
|
798
|
|
|
Total Target Horizontal and Vertical Locations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,777
|
|
|
|
1,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Our target horizontal location count implies four wells per 640 acres for short laterals, which we define as horizontal lateral lengths of approximately 5,000 feet, and
five wells per 960 acres for long laterals, which we define as horizontal lateral lengths of approximately 7,500 feet.
|
93
Midland Basin-Other
Our Midland Basin-Other assets are characterized as assets that we have limited operating activity in which still fall within the Midland
Basin. Over time, as our operating results dictate, we may reclassify these areas based on geologic, economic and technical results. Our Midland Basin-Other includes portions of Andrews, Dawson and Gaines Counties.
As of March 31, 2014, we have 26,007 net acres in our Midland Basin-Other area. None of our acreage in this area is held by production.
We had no producing wells in our Midland Basin-Other area as of March 31, 2014. As of March 31, 2014, we have identified 108 (76 net) 80- and 40-acre potential vertical drilling locations and 88 (56 net) 20-acre potential vertical drilling
locations on our properties in our Midland Basin-Other area. We have attributed no horizontal drilling locations at this time and only 20 vertical locations to our leasehold position in Gaines County due to our limited operating history in the area.
As our operating history and industry activity increases in the area, we expect to identify additional locations.
Delaware Basin
From the mid-Pennsylvanian period to the early Permian period, the Delaware Basin was a slowly subsiding area that was characterized by shallow marine shales and limestones. Influxes of clastic sands
generally occurred as turbidite deposits formed during periodic sea-level changes. Records indicate a rapid deepening of the Delaware Basin relative to the emergent Central Basin Platform, during the early Permian period. Marine shale deposition
continued to dominate the basin during this period. Episodic pulses of carbonate and clastic debris and density flows punctuated the shale deposition and eventually became significant reservoirs. Through the late Permian period, the basin became
increasingly more clastic dominated as emergent shelf areas to the north shed sands into the basin.
None of our reserves,
production or producing well count is attributed to acreage in the Delaware Basin. We hold a leasehold position in 24,710 gross (22,300 net) acres in the Delaware Basin which we call our Trees Ranch Prospect. We believe our leasehold is prospective
for Pennsylvanian aged production, based on historical shows and well tests in the Pennsylvanian and Permian (Wolfcamp) aged rocks on our leasehold. We commenced a three-well vertical appraisal program with one rig in the first quarter of 2014. Upon
evaluating results, we will make a determination as to future development plans.
Southern Delaware Basin
Our Southern Delaware Basin assets are an area bounded on the East and Northeast by the Central Basin Platform, on the West by the Waha
field and to the south by the Gomez field. This area is locally known as the Coyanosa Basin. Our Southern Delaware Basin includes portions of Pecos and Reeves Counties.
Production Status
For the month ended April 30,
2014, on a pro forma basis, net production from our Midland Basin acreage was 332.8 MBoe, or an average of 12,852 Boe/d, of which 52% was oil and 48% was natural gas and NGLs. From January 1, 2014 through March 31, 2014, our average daily
net production from our Midland Basin acreage, was 9,734 Boe/d, of which 54% was from oil and 46% was from natural gas and natural gas liquids. We had no production from our Central Basin or Delaware Basin properties.
Facilities
Our land-based oil and gas processing facilities are typical of those found in the Permian Basin. Our facilities located at well locations or centralized lease locations include storage tank batteries,
oil/gas/water separation equipment and pumping units.
94
Recent and Future Activity
During the three months ended March 31, 2014, 40 gross (33 net) vertical wells were spud on our Midland Basin acreage for an aggregate
estimated net cost of $69.3 million. We currently expect to drill an estimated 164 gross (138 net) vertical wells and 26 gross (19 net) horizontal wells on our acreage in 2014. The wells are expected to be drilled to approximately 11,800 feet at an
estimated average drilling and completion gross well cost of approximately $1.8 million to $1.95 million per vertical well and $7 million to $9 million per horizontal well with lateral lengths ranging from 4,500 to 9,500 feet.
On a pro forma basis, as of March 31, 2014, we have identified 1,594 80- and 40-acre potential vertical drilling locations, 1,986
20-acre potential vertical drilling locations and 1,681 potential horizontal drilling locations on our existing acreage, which only includes 20 vertical locations in our Gaines County (Midland Basin) and no locations in our Southern Delaware
Basin acreage. Our target horizontal location count implies 724’ to 870’ between well spacing which is equivalent to five to six wells per 640-acre section per prospective interval. In this prospectus, we define identified potential
drilling locations as locations specifically identified by management based on evaluation of applicable geologic and engineering data accrued over our multi-year historical drilling activities. The availability of local infrastructure, drilling
support assets and other factors as management may deem relevant, such as easement restrictions and state and local regulations, are considered in determining such locations. The drilling locations on which we actually drill wells will ultimately
depend upon the availability of capital, regulatory approvals, seasonal restrictions, oil and natural gas prices, costs, actual drilling results and other factors.
Oil and Natural Gas Data
Proved Reserves
Evaluation and Review of Proved Reserves
.
Our historical proved reserve estimates as of December 31, 2013 were
prepared based on a report by NSAI, our independent petroleum engineers. In addition, NSAI audited the reserve estimates for the Pacer Acquisition prepared by our in-house petroleum engineers. Within NSAI, the technical person primarily responsible
for preparing the estimates set forth in the NSAI summary reserve report incorporated herein is Mr. James E. Ball. Mr. Ball has been practicing consulting petroleum engineering at NSAI since 1998. Mr. Ball is a Licensed Professional Engineer in the
State of Texas (License No. 57700) and has over 33 years of practical experience in petroleum engineering, with over 26 years of experience in the estimation and evaluation of reserves. He graduated from Texas A&M University in 1980
with a Bachelor of Science Degree in Petroleum Engineering. As technical principal, Mr. Ball meets or exceeds the education, training, and experience requirements set forth in the Standards Pertaining to the Estimating and Auditing of Oil and
Gas Reserves Information promulgated by the Society of Petroleum Engineers and is proficient in applying industry standard practices to engineering evaluations as well as applying SEC and other industry reserves definitions and guidelines. NSAI does
not own an interest in any of our properties, nor is it employed by us on a contingent basis. A copy of NSAI’s proved reserve report as of December 31, 2013 and audit letter with respect to the Pacer Acquisition, dated May 1, 2014, is
attached hereto as an exhibit. Our historical proved reserve estimates as of December 31, 2012 are derived from internal estimates that were prepared by our in-house petroleum engineers, in accordance with (i) the same methodology utilized by
NSAI in preparing the NSAI Report and (ii) the rules and regulations of the SEC.
We maintain an internal staff of petroleum
engineers and geoscience professionals who worked closely with our independent reserve engineers to ensure the integrity, accuracy and timeliness of the data used to calculate our proved reserves relating to our assets in the Permian Basin. Our
internal technical team members meet with our independent reserve engineers periodically during the period covered by the proved reserve report to discuss the assumptions and methods used in the proved reserve estimation process. We provide
historical information to the independent reserve engineers for our properties, such as ownership interest, oil and natural gas production, well test data, commodity prices and operating and development costs. Matthew Gallagher, our Vice
President—Chief Operating Officer, is primarily responsible for overseeing the preparation of all of our reserve estimates. Mr. Gallagher is a petroleum engineer with approximately nine years of reservoir and operations experience, and our
engineering and geoscience staff have an average of approximately 15 years of industry experience per person.
95
The preparation of our historical proved reserve estimates are completed in accordance with
our internal control procedures. These procedures, which are intended to ensure reliability of reserve estimations, include the following:
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•
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review and verification of historical production data, which data is based on actual production as reported by us;
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•
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|
preparation of reserve estimates by Mr. Gallagher or under his direct supervision;
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•
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review by our Chief Executive Officer of all of our reported proved reserves at the close of each quarter, including the review of all significant
reserve changes and all new PUDs additions; and
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•
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|
verification of property ownership by our land department.
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Estimation of Proved Reserves
.
Under SEC rules, proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be
estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs and under existing economic
conditions, operating methods and government regulations—prior to the time at
which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. If deterministic methods are used, the SEC
has defined reasonable certainty for proved reserves as a “high degree of confidence that the quantities will be recovered.” All of our proved reserves as of December 31, 2013 and December 31, 2012 were estimated using a deterministic
method. The estimation of reserves involves two distinct determinations. The first determination results in the estimation of the quantities of recoverable oil and natural gas and the second determination results in the estimation of the uncertainty
associated with those estimated quantities in accordance with the definitions established under SEC rules. The process of estimating the quantities of recoverable oil and natural gas reserves relies on the use of certain generally accepted
analytical procedures. These analytical procedures fall into four broad categories or methods: (1) production performance-based methods; (2) material balance-based methods; (3) volumetric-based methods; and (4) analogy. These
methods may be used singularly or in combination by the
reserve evaluator in the process of estimating the quantities of reserves. Reserves for proved developed producing wells were estimated using production performance methods for
the vast majority of properties.
Certain new producing properties with very little production history were forecast using a combination of
production performance and analogy to similar production, both of which are
considered to provide a relatively
high degree of accuracy. Non-producing reserve estimates, for developed and undeveloped properties, were
forecast using either volumetric or analogy methods, or a combination of both.
These methods provide a relatively high degree of accuracy for predicting proved developed non-producing and proved undeveloped reserves for our properties, due to the mature nature of the properties targeted for development and an abundance of
subsurface control data.
To estimate economically recoverable proved reserves and related future net cash
flows, NSAI considered many factors and assumptions, including the use of reservoir parameters derived from geological and engineering data which cannot be measured directly, economic criteria based on current costs and the SEC pricing requirements
and forecasts of future production rates.
Under SEC rules, reasonable certainty can be established using techniques that have
been proven effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more
technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation. To establish
reasonable certainty with respect to our estimated proved reserves, the technologies and economic data used in the estimation of our proved reserves have been demonstrated to yield results with consistency and repeatability, and include production
and well test data, downhole completion information, geologic data, electrical logs, radioactivity logs, core analyses, historical well cost and operating expense data.
96
Summary of Oil, Natural Gas and Natural Gas Liquids Reserves
.
The following table presents our estimated net proved oil and natural gas reserves as of December 31, 2012 and December 31, 2013.
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December 31,
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December 31,
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2012(1)
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2013
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Proved developed reserves:
|
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|
|
|
|
|
|
|
|
Oil (MBbls)
|
|
|
5,834
|
|
|
|
13,560
|
|
|
Natural gas (MMcf)
|
|
|
12,186
|
|
|
|
31,301
|
|
|
NGLs (MBbls)
|
|
|
1,906
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|
|
|
4,762
|
|
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Combined (MBoe)(2)
|
|
|
9,771
|
|
|
|
23,539
|
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
Oil (MBbls)
|
|
|
7,153
|
|
|
|
15,947
|
|
|
Natural gas (MMcf)
|
|
|
18,028
|
|
|
|
46,517
|
|
|
NGLs (MBbls)
|
|
|
2,826
|
|
|
|
7,595
|
|
|
Combined (MBoe)(2)
|
|
|
12,984
|
|
|
|
31,295
|
|
|
Proved reserves:
|
|
|
|
|
|
|
|
|
|
Oil (MBbls)
|
|
|
12,987
|
|
|
|
29,507
|
|
|
Natural gas (MMcf)
|
|
|
30,214
|
|
|
|
77,818
|
|
|
NGLs (MBbls)
|
|
|
4,732
|
|
|
|
12,357
|
|
|
Combined (MBoe)(2)
|
|
|
22,755
|
|
|
|
54,834
|
|
|
(1)
|
Based on internal estimates prepared by our in-house petroleum engineers, in accordance with (i) the same methodology utilized by NSAI in preparing the NSAI Report and
(ii) the rules and regulations of the SEC.
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(2)
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One Boe is equal to six Mcf of natural gas or one Bbl of oil or NGLs based on an approximate energy equivalency. This is an energy content correlation and does not
reflect a value or price relationship between the commodities.
|
Reserve engineering is and must be recognized as
a subjective process of estimating volumes of economically recoverable oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and
geological interpretation. As a result, the estimates of different engineers often vary. In addition, the results of drilling, testing and production may justify revisions of such estimates. Accordingly, reserve estimates often differ from the
quantities of oil and natural gas that are ultimately recovered. Estimates of economically recoverable oil and natural gas and of future net revenues are based on a number of variables and assumptions, all of which may vary from actual results,
including geologic interpretation, prices and future production rates and costs. Please read “Risk Factors” appearing elsewhere in this prospectus.
Additional information regarding our proved reserves can be found in the notes to our consolidated financial statements included elsewhere in this prospectus and the proved reserve report as of December
31, 2013, which is included as an exhibit to the registration statement of which this prospectus forms a part.
97
Proved Undeveloped Reserves (PUDs)
As of December 31, 2013 our proved undeveloped reserves were composed of 15,947 MBbls of oil, 46,517 MMcf of natural gas and 7,595
MBbls of NGLs, for a total of 31,295 MBoe. PUDs will be converted from undeveloped to developed as the applicable wells begin production.
The following table summarizes our changes in PUDs during the year ended December 31, 2013 (in MBoe):
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Balance, December 31, 2012
|
|
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12,984
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|
|
Purchases of reserves
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10,144
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Extensions and discoveries
|
|
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15,080
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Revisions of previous estimates
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(1,149)
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Transfers to proved developed
|
|
|
(5,764)
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|
|
|
|
|
|
|
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Balance, December 31, 2013
|
|
|
31,295
|
|
|
|
|
|
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|
Extensions and discoveries of 15,080 MBoe during the year ended December 31, 2013, resulted
primarily from the drilling of new wells during the year and from new proved undeveloped locations added during the year.
Costs incurred relating to the development of locations that were classified as PUDs at December 31, 2012 were $78.9 million during
the year ended December 31, 2013. Additionally, during 2013 we spent approximately $189.5 million drilling and completing other in-field wells which weren’t classified as PUDs as of December 31, 2012. Estimated future development costs
relating to the development of PUDs at December 31, 2013 were projected to be approximately $78.2 million in the year ended December 31, 2014, $110.7 million in 2015, $62.7 million in 2016, $112.5 million in 2017 and $127.8 million in
2018. As we continue to develop our properties and have more well production and completion data, we believe we will continue to realize cost savings and experience lower relative drilling and completion costs as we convert PUDs into proved
developed reserves in upcoming years. All of our PUD drilling locations are scheduled to be drilled within five years of their initial booking.
As of December 31, 2013, approximately 6% of our total proved reserves were classified as proved developed non-producing.
98
Oil and Natural Gas Production Prices and Production Costs
Production and Price History
The following table sets forth information regarding net production of oil, natural gas and NGLs, and certain price and cost information for the periods indicated:
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Predecessor
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Three
Months
Ended
March 31
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|
Year Ended December 31,
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2011
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2012
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2013
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2013
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2014
|
|
|
Production and operating data:
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Net production volumes:
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|
|
|
|
|
|
|
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|
|
|
|
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|
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|
Oil (MBbls)
|
|
|
94
|
|
|
|
356
|
|
|
|
1,049
|
|
|
|
167
|
|
|
|
491
|
|
|
Natural gas and natural gas liquids (MMcf)
|
|
|
304
|
|
|
|
1,493
|
|
|
|
4,680
|
|
|
|
619
|
|
|
|
2,000
|
|
|
Total (MBoe)(1)
|
|
|
145
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|
|
|
604
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|
|
|
1,829
|
|
|
|
270
|
|
|
|
825
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|
|
Average net production (Boe/d)
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|
|
397
|
|
|
|
1,652
|
|
|
|
5,011
|
|
|
|
2,997
|
|
|
|
9,163
|
|
|
|
|
|
|
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|
|
Average sales prices(2):
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Oil sales, without realized derivatives (per Bbl)
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|
$
|
92.43
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|
|
$
|
85.60
|
|
|
$
|
93.28
|
|
|
$
|
81.21
|
|
|
$
|
93.26
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|
|
Oil sales, with realized derivatives (per Bbl)
|
|
$
|
92.17
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|
|
$
|
83.08
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|
|
$
|
87.91
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|
|
$
|
77.02
|
|
|
$
|
90.71
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|
|
Natural gas and natural gas liquids, without realized derivatives (per Mcf)
|
|
$
|
7.02
|
|
|
$
|
4.85
|
|
|
$
|
4.95
|
|
|
$
|
4.40
|
|
|
$
|
5.95
|
|
|
Natural gas and natural gas liquids, with realized derivatives (per Mcf)
|
|
$
|
7.02
|
|
|
$
|
4.85
|
|
|
$
|
4.95
|
|
|
$
|
4.40
|
|
|
$
|
5.94
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|
|
Average price per BOE, without realized derivatives
|
|
$
|
74.84
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|
|
$
|
62.33
|
|
|
$
|
66.17
|
|
|
$
|
60.27
|
|
|
$
|
70.00
|
|
|
Average price per BOE, with realized derivatives
|
|
$
|
74.67
|
|
|
$
|
60.85
|
|
|
$
|
63.09
|
|
|
$
|
57.68
|
|
|
$
|
68.45
|
|
|
|
|
|
|
|
|
|
Average unit costs per Boe:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Lease operating expenses
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|
$
|
9.99
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|
|
$
|
7.69
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|
|
$
|
9.06
|
|
|
$
|
9.70
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|
|
$
|
8.51
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|
|
Production and ad valorem taxes
|
|
$
|
4.21
|
|
|
$
|
3.99
|
|
|
$
|
3.87
|
|
|
$
|
3.15
|
|
|
$
|
3.60
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|
|
Depreciation, depletion and amortization
|
|
$
|
8.61
|
|
|
$
|
10.60
|
|
|
$
|
15.39
|
|
|
$
|
12.37
|
|
|
$
|
22.30
|
|
|
General and administrative expenses
|
|
$
|
9.37
|
|
|
$
|
6.00
|
|
|
$
|
9.01
|
|
|
$
|
8.43
|
|
|
$
|
9.89
|
|
|
Accretion of asset retirement obligations
|
|
$
|
0.22
|
|
|
$
|
0.11
|
|
|
$
|
0.10
|
|
|
$
|
0.09
|
|
|
$
|
0.11
|
|
|
(1)
|
One Boe is equal to six Mcf of natural gas or one Bbl of oil or NGLs based on an approximate energy equivalency. This is an energy content correlation and does not
reflect a value or price relationship between the commodities.
|
|
(2)
|
Average prices shown in the table reflect prices both before and after the effects of our realized commodity derivative transactions. Our calculation of such effects
includes realized gains or losses on cash settlements for commodity derivative transactions and premiums paid or received on options that settled during the period.
|
Productive Wells
As of March 31, 2014 we owned an average 50% working interest in 594 gross (297 net) productive wells. Productive wells consist of producing wells and wells capable of production, including oil wells
awaiting connection to production facilities. Gross wells are the total number of producing wells in which we have an interest, and net wells are the sum of our fractional working interests owned in gross wells.
Developed and Undeveloped Acreage
The following tables set forth information as of May 1, 2014 relating to our leasehold acreage on a pro forma basis. Developed acreage is acres spaced or assigned to productive wells and does not include
undrilled acreage held by production under the terms of the lease. Undeveloped acreage is acres on which wells have not
99
been drilled or completed to a point that would permit the production of commercial quantities of oil or natural gas, regardless of whether such acreage contains proved reserves. A gross acre is
an acre in which a working interest is owned. The number of gross acres is the total number of acres in which a working interest is owned. A net acre is deemed to exist when the sum of the fractional ownership working interests in gross acres equals
one. The number of net acres is the sum of the fractional working interests owned in gross acres expressed as whole numbers and fractions thereof.
As of May 1, 2014
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed Acreage(1)
|
|
|
Undeveloped Acreage(2)
|
|
|
Total Acreage
|
|
|
Area
|
|
Gross(3)
|
|
|
Net(4)
|
|
|
Gross(3)
|
|
|
Net(4)
|
|
|
Gross(3)
|
|
|
Net(4)
|
|
|
Midland Basin
|
|
|
47,251
|
|
|
|
23,366
|
|
|
|
81,083
|
|
|
|
65,978
|
|
|
|
128,335
|
|
|
|
89,344
|
|
|
Delaware Basin
|
|
|
—
|
|
|
|
—
|
|
|
|
24,710
|
|
|
|
22,300
|
|
|
|
24,710
|
|
|
|
22,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
47,251
|
|
|
|
23,366
|
|
|
|
105,793
|
|
|
|
88,278
|
|
|
|
153,045
|
|
|
|
111,644
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Developed acreage is acres spaced or assigned to productive wells and does not include undrilled acreage held by production under the terms of the lease.
|
|
(2)
|
Undeveloped acreage are acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil or natural
gas, regardless of whether such acreage contains proved reserves.
|
|
(3)
|
A gross acre is an acre in which a working interest is owned. The number of gross acres is the total number of acres in which a working interest is owned.
|
|
(4)
|
A net acre is deemed to exist when the sum of the fractional ownership working interests in gross acres equals one. The number of net acres is the sum of the fractional
working interests owned in gross acres expressed as whole numbers and fractions thereof.
|
Many of the leases
comprising the undeveloped acreage set forth in the table above will expire at the end of their respective primary terms unless production from the leasehold acreage has been established prior to such date, in which event the lease will remain in
effect until the cessation of production. All of the leases governing our acreage have continuous development clauses that permit us to continue to hold the acreage under such leases after the expiration of the primary term if we initiate additional
development within 60 to 180 days of the expiration date, without the requirement of a lease extension payment. Thereafter, the lease is held with additional development every 60 to 180 days until the entire lease is held by production.
None of our 605 vertical drilling locations associated with proved undeveloped reserves are scheduled for drilling outside of a lease term that is not accounted for with a continuous development schedule. We do not have any horizontal drilling
locations associated with proved undeveloped reserves. The following table sets forth the gross and net undeveloped acreage, as of May 1, 2014 on a pro forma basis, that will expire over the next five years unless production is established
within the spacing units covering the acreage or the lease is renewed or extended under continuous drilling provisions prior to the primary term expiration dates.
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2014
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2015
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2016
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2017
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2018
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Gross
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Net
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Gross
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Net
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Gross
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Net
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Gross
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Net
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Gross
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Net
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Midland Basin
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|
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12,314
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|
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9,720
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20,701
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16,427
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|
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29,190
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|
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21,313
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359
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|
359
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13,413
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13,413
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Delaware Basin
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0
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0
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24,070
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|
|
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21,660
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|
|
|
640
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|
|
|
640
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0
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|
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|
0
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|
|
0
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|
|
0
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100
Drilling Results
The following table sets forth information with respect to the number of wells completed during the periods indicated. All the wells
included in the table are vertical wells. The information should not be considered indicative of future performance, nor should it be assumed that there is necessarily any correlation between the number of productive wells drilled, quantities of
reserves found or economic value. Productive wells are those that produce commercial quantities of hydrocarbons, whether or not they produce a reasonable rate of return.
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Year ended December 31,
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2011
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2012
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2013
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Gross
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Net
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Gross
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Net
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Gross
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Net
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Development Wells:
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|
|
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|
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|
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|
|
|
|
|
|
Productive(1)
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|
|
48
|
|
|
|
19
|
|
|
|
89
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|
|
|
34
|
|
|
|
170
|
|
|
|
100
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|
|
Dry holes
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|
|
—
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|
|
|
—
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|
|
|
1
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|
|
|
1
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|
|
1
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|
|
|
1
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Exploratory Wells:
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Productive(1)
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|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Dry holes
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
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|
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Total:
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|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Productive(1)
|
|
|
48
|
|
|
|
19
|
|
|
|
89
|
|
|
|
34
|
|
|
|
170
|
|
|
|
100
|
|
|
Dry holes
|
|
|
—
|
|
|
|
—
|
|
|
|
1
|
|
|
|
1
|
|
|
|
1
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|
|
|
1
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|
|
|
|
|
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|
|
48
|
|
|
|
19
|
|
|
|
90
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|
|
|
35
|
|
|
|
171
|
|
|
|
101
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|
|
|
|
|
|
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|
|
|
|
|
|
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(1)
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Although a well may be classified as productive upon completion, future changes in oil and natural gas prices, operating costs and production may result in the well
becoming uneconomical, particularly exploratory wells where there is no production history.
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As of
December 31, 2013 we had 6 gross (5.1 net) wells in the process of drilling, 12 gross (8.3 net) wells awaiting frac procedures, and 8 gross (5.0 net) wells in the process of completing that are not reflected in the above table. All of these
wells are vertical wells. In addition to our vertical drilling program in the Midland Basin, we spud one horizontal well during the fourth quarter of 2013 that reached total depth in January 2014 and is now on production.
Operations
General
As of March 31, 2014, we operated approximately 99% of the wells in which we have an interest. As operator, we design and manage the development of a well and supervise operation and maintenance
activities on a day-to-day basis. Independent contractors engaged by us provide all the equipment and personnel associated with these activities. We employ petroleum engineers, geologists and land professionals who work to improve production rates,
increase reserves and lower the cost of operating our oil and natural gas properties.
Marketing and Customers
We market the majority of the production from properties we operate for both our account and the account of the other
working interest owners in these properties. We sell our production to purchasers at market prices.
We normally sell
production to a relatively small number of customers, as is customary in the exploration, development and production business. For the year ended December 31, 2013, four purchasers, Enterprise Crude Oil, LLC (“Enterprise”), Plains
Marketing, LP (“Plains”), Atlas Pipeline Mid – Continent WestTex, LLC
101
(“Atlas”) and Permian Transport & Trading (“PTT”), each accounted for more than 10% of our revenue. For the years ended December 31, 2012 and 2011, five purchasers each
accounted for more than 10% of our revenue: Enterprise, Plains, Shell Trading (US) Company, Atlas and PTT. No other customer accounted for more than 10% of our revenue during these periods. If a major customer decided to stop purchasing oil and
natural gas from us, revenue could decline and our operating results and financial condition could be harmed. However, based on the current demand for oil and natural gas, and the availability of other purchasers, we believe that the loss of any one
or all of our major purchasers would not have a materially adverse effect on our financial condition or results of operations, as crude oil and natural gas are fungible products with well-established markets and numerous purchasers.
Transportation
During the initial development of our fields, we consider all gathering and delivery infrastructure in the areas of our production. Our oil is transported from the wellhead to our tank batteries by our
gathering systems. The oil is then transported by the purchaser by truck or pipeline to a tank farm, another pipeline or a refinery. Our natural gas is transported from the wellhead to the purchaser’s meter and pipeline interconnection point
through our gathering system.
In addition, we move the majority of our produced water by pipeline connected to commercial
salt water disposal wells rather than by truck. However, due to the inaccessibility of certain of our wells, some produced water will likely always be required to be taken away by truck. We believe that the completion of gathering systems, the
connection to salt water disposal wells and other actions will help us to reduce our lease operating expense in future periods.
Competition
The oil and natural gas industry is intensely competitive, and we compete with other companies that have greater resources. Many of these companies not only explore for and produce oil and natural gas,
but also carry on midstream and refining operations and market petroleum and other products on a regional, national or worldwide basis. These companies may be able to pay more for productive oil and natural gas properties and exploratory prospects
or to define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, these companies may have a greater ability to continue exploration activities during periods of low
oil and natural gas market prices. Our larger or more integrated competitors may be able to absorb the burden of existing, and any changes to, federal, state and local laws and regulations more easily than we can, which would adversely affect our
competitive position. Our ability to acquire additional properties and to discover reserves in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive
environment. In addition, because we have fewer financial and human resources than many companies in our industry, we may be at a disadvantage in bidding for exploratory prospects and producing oil and natural gas properties.
There is also competition between oil and natural gas producers and other industries producing energy and fuel. Furthermore, competitive
conditions may be substantially affected by various forms of energy legislation and/or regulation considered from time to time by the governments of the United States and the jurisdictions in which we operate. It is not possible to predict the
nature of any such legislation or regulation which may ultimately be adopted or its effects upon our future operations. Such laws and regulations may substantially increase the costs of exploring for, developing or producing oil and natural gas and
may prevent or delay the commencement or continuation of a given operation. Our larger competitors may be able to absorb the burden of existing, and any changes to, federal, state and local laws and regulations more easily than we can, which would
adversely affect our competitive position.
102
Title to Properties
As is customary in the oil and natural gas industry, we initially conduct only a cursory review of the title to our properties in
connection with acquisition of leasehold acreage. At such time as we determine to conduct drilling operations on those properties, we conduct a thorough title examination and perform curative work with respect to significant defects prior to
commencement of drilling operations. To the extent title opinions or other investigations reflect title defects on those properties, we are typically responsible for curing any title defects at our expense. We generally will not commence drilling
operations on a property until we have cured any material title defects on such property. We have obtained title opinions on substantially all of our producing properties and believe that we have satisfactory title to our producing properties in
accordance with standards generally accepted in the oil and natural gas industry.
Prior to completing an acquisition of
producing oil and natural gas leases, we perform title reviews on the most significant leases and, depending on the materiality of properties, we may obtain a title opinion, obtain an updated title review or opinion or review previously obtained
title opinions. Our oil and natural gas properties are subject to customary royalty and other interests, liens for current taxes and other burdens which we believe do not materially interfere with the use of or affect our carrying value of the
properties.
We believe that we have satisfactory title to all of our material assets. Although title to these properties is
subject to encumbrances in some cases, such as customary interests generally retained in connection with the acquisition of real property, customary royalty interests and contract terms and restrictions, liens under operating agreements, liens
related to environmental liabilities associated with historical operations, liens for current taxes and other burdens, easements, restrictions and minor encumbrances customary in the oil and natural gas industry, we believe that none of these liens,
restrictions, easements, burdens and encumbrances will materially detract from the value of these properties or from our interest in these properties or materially interfere with our use of these properties in the operation of our business. In
addition, we believe that we have obtained sufficient rights-of-way grants and permits from public authorities and private parties for us to operate our business in all material respects as described in this prospectus.
Seasonality of Business
Weather conditions affect the demand for, and prices of, oil and natural gas. Demand for oil and natural gas is typically higher in the fourth and first quarters resulting in higher prices. Due to these
seasonal fluctuations, results of operations for individual quarterly periods may not be indicative of the results that may be realized on an annual basis.
Oil and Natural Gas Leases
The typical oil and natural gas lease
agreement covering our properties provides for the payment of royalties to the mineral owner for all oil and natural gas produced from any wells drilled on the leased premises. The lessor royalties and other leasehold burdens on our properties
generally range from 20% to 25%, resulting in a net revenue interest to us generally ranging from 75% to 80%.
Regulation of the Oil and
Natural Gas Industry
Our operations are substantially affected by federal, state and local laws and regulations. Failure
to comply with applicable laws and regulations can result in substantial penalties. The regulatory burden on the industry increases the cost of doing business and affects profitability. Although we believe we are in substantial compliance with all
applicable laws and regulations, such laws and regulations are frequently amended or reinterpreted. Therefore, we are unable to predict the future costs or impact of compliance. Additional proposals and proceedings that affect the oil and natural
gas industry are regularly considered by Congress, the states, the FERC and the courts. We cannot predict when or whether any such proposals may become effective.
103
Markets for Sale of Production
Our ability to market oil and natural gas found and produced, if any, will depend on numerous factors beyond our control, the effect of
which factors cannot be accurately predicted or anticipated. Some of these factors include, without limitation the availability of other domestic and foreign production, the marketing of competitive fuels, the proximity and capacity of pipelines,
fluctuations in supply and demand, the availability of a ready market, the effect of United States federal and state regulation of production, refining, transportation and sales and general national and worldwide economic conditions. Additionally,
we may experience delays in marketing natural gas production and fluctuations in natural gas prices, and the program manager may experience short-term delays in marketing oil due to trucking and refining constraints. There is no assurance that we
will be able to market any oil or natural gas produced, or, if such oil or natural gas is marketed, that favorable prices can be obtained.
The United States natural gas market has undergone several significant changes over the past few decades. The majority of federal price ceilings were removed in 1985 and the remainder were lifted by the
Natural Gas Wellhead Decontrol Act of 1989. Thus, currently, the United States natural gas market is operating in a free market environment in which the price of gas is determined by market forces rather than by regulations. At the same time, the
domestic natural gas industry has also seen a dramatic change in the manner in which gas is bought, sold and transported. In most cases, natural gas is no longer sold to a pipeline company. Instead, the pipeline company now serves the role of
transporter primarily, and gas producers are free to sell their product to marketers, local distribution companies, end users or a combination thereof.
Recently, natural gas prices have been under considerable pressure due to supply excesses. Specifically, increased efficiencies in horizontal drilling combined with exploration of newly developed shale
fields in North America have dramatically increased annual domestic natural gas production, which has led to significantly lower market prices for natural gas. However, some produced natural gas contains within its stream natural gas liquids, which
can be processed and stripped from the produced gas and marketed separately. These natural gas liquids, such as propane, butane and ethane, generally bring a price premium over dry natural gas. As a result, the drilling program will be favorably
affected if the production includes a significant amount of natural gas liquids. There is no guarantee that we, through our drilling program, will be successful at drilling wells that produce natural gas liquids. It is particularly difficult to
estimate accurately future prices of gas, and any assumptions concerning future prices may prove incorrect.
The United States
average daily production of crude oil declined from 9.6 million barrels in 1970 to approximately 4.95 million barrels in 2008 as a result of decreased drilling activity in the United States, the plugging and abandoning of wells and
restrictions on access to potential drilling sites by governmental agencies. Over the last five years, however, as a result of new technology, such as hydraulic fracturing, and rising oil prices, the United States average daily production of crude
oil has risen, and the U.S. Energy Department projects that daily output will continue to increase.
The United States import
levels for oil have decreased since reaching a peak in 2005, when imports averaged approximately 60% in 2005.
In view of the
many uncertainties affecting the supply and demand for oil, gas and refined petroleum products, we are unable to predict future oil and natural gas prices or the overall effect, if any, that the decline in demand for and the oversupply of such
products will have on the partnership.
Regulation Affecting Production
Natural gas production and related operations are, or have been, subject to price controls, taxes and numerous other laws and regulations.
All of the jurisdictions in which we own or operate producing oil and natural gas
104
properties have statutory provisions regulating the exploration for and production of oil and natural gas, including provisions related to permits for the drilling of wells, bonding requirements
to drill or operate wells, the location of wells, the method of drilling and casing wells, the surface use and restoration of properties upon which wells are drilled, sourcing and disposal of water used in the drilling and completion process, and
the abandonment of wells. Our operations are also subject to various conservation laws and regulations. These include the regulation of the size of drilling and spacing units or proration units, the number of wells which may be drilled in an area,
and the unitization or pooling of crude oil or natural gas wells, as well as regulations that generally prohibit the venting or flaring of natural gas, and impose certain requirements regarding the ratability or fair apportionment of production from
fields and individual wells. These laws and regulations may limit the amount of oil and gas we can drill. Moreover, each state generally imposes a production or severance tax with respect to the production and sale of oil, NGLs and gas within its
jurisdiction. States do not regulate wellhead prices or engage in other similar direct regulation, but there can be no assurance that they will not do so in the future. The effect of such future regulations may be to limit the amounts of oil and gas
that may be produced from our wells, negatively affect the economics of production from these wells or limit the number of locations we can drill.
Regulation Affecting Sales
The sales prices of oil and natural gas
are not presently regulated but rather are set by the market. We cannot predict, however, whether new legislation to regulate the price of energy commodities might be proposed, what proposals, if any, might actually be enacted by Congress or the
various state legislatures, and what effect, if any, the proposals might have on the operations of the underlying properties. Sales of oil and natural gas may be subject to certain state, and potentially federal, reporting requirements.
The price and terms of service, including access to pipeline transportation capacity, are subject to extensive federal and state
regulation. Such regulation may affect the marketing of oil and natural gas produced by the partnership, as well as the revenues received for sales of such production. Gathering systems may be subject to state ratable take and common purchaser
statutes. Ratable take statutes generally require gatherers to take, without undue discrimination, oil and natural gas production that may be tendered to the gatherer for handling. Similarly, common purchaser statutes generally require gatherers to
purchase, or accept for gathering, without undue discrimination as to source of supply or producer. These statutes are designed to prohibit discrimination in favor of one producer over another producer or one source of supply over another source of
supply. These statutes may affect whether and to what extent gathering capacity is available for oil and natural gas production, if any, of the drilling program and the cost of such capacity. Further state laws and regulations govern rates and terms
of access to intrastate pipeline systems, which may similarly affect market access and cost.
The FERC regulates interstate
natural gas pipeline transportation rates and service conditions. The FERC is continually proposing and implementing new rules and regulations affecting interstate transportation. The stated purpose of many of these regulatory changes is to promote
competition among the various sectors of the natural gas industry and to promote market transparency. The managing partner does not believe that the drilling program will be affected by any such FERC action in a manner materially differently than
other similarly situated natural gas producers.
Additionally, pursuant to the Energy Policy Act of 2005 (“EPAct
2005”) it is unlawful for “any entity,” including producers such as the partnership, that are otherwise not subject to FERC’s jurisdiction under the NGA to use any deceptive or manipulative device or contrivance in connection
with the purchase or sale of gas or the purchase or sale of transportation services subject to regulation by FERC, in contravention of rules prescribed by FERC. FERC’s rules implementing this provision make it unlawful, in connection with the
purchase or sale of gas subject to the jurisdiction of FERC, or the purchase or sale of transportation services subject to the jurisdiction of FERC, for any entity, directly or indirectly, to use or employ any device, scheme or artifice to defraud;
to make any untrue statement of material fact or omit to make any such statement necessary to make the statements made not misleading; or to engage in any act or practice that operates as a fraud or deceit upon any person. EPAct 2005 also gives FERC
authority to impose civil penalties for violations of the NGA and the
105
Natural Gas Policy Act of 1978 up to $1.0 million per day per violation. The anti-manipulation rule applies to activities of otherwise non-jurisdictional entities to the extent the activities are
conducted “in connection with” gas sales, purchases or transportation subject to FERC jurisdiction, which includes the annual reporting requirements under Order 704 (defined below).
In December 2007, FERC issued a final rule on the annual natural gas transaction reporting requirements, as amended by subsequent orders
on rehearing (“Order 704”). Under Order 704, any market participant, including a producer such as the partnership, that engages in wholesale sales or purchases of gas that equal or exceed 2.2 million MMBtus of physical natural gas in
the previous calendar year, must annually report such sales and purchases to FERC on Form No. 552 on May 1 of each year. Form No. 552 contains aggregate volumes of natural gas purchased or sold at wholesale in the prior calendar year
to the extent such transactions utilize, contribute to, or may contribute to the formation of price indices. It is the responsibility of the reporting entity to determine which individual transactions should be reported based on the guidance of
Order 704. Order 704 is intended to increase the transparency of the wholesale gas markets and to assist FERC in monitoring those markets and in detecting market manipulation.
The FERC also regulates rates and service conditions for interstate transportation of oil under the Interstate Commerce Act (“ICA”). Prices received from the sale of oil may be affected by the
cost of transporting those products to market. The ICA requires that pipelines maintain a tariff on file with FERC. The tariff sets forth the established rates as well as the rules and regulations governing the service. The ICA requires, among other
things, that rates and terms and conditions of service on interstate common carrier pipelines be “just and reasonable.” Such pipelines must also provide jurisdictional service in a manner that is not unduly discriminatory or unduly
preferential. Shippers have the power to challenge new and existing rates and terms and conditions of service before FERC.
Rates of interstate liquids pipelines are currently regulated by FERC primarily through an annual indexing methodology, under which
pipelines increase or decrease their rates in accordance with an index adjustment specified by FERC. For the five-year period beginning in 2010, FERC established an annual index adjustment equal to the change in the producer price index for finished
goods plus 2.65%. This adjustment is subject to review every five years. Under FERC’s regulations, a liquids pipeline can request a rate increase that exceeds the rate obtained through application of the indexing methodology by using a
cost-of-service approach, but only after the pipeline establishes that a substantial divergence exists between the actual costs experienced by the pipeline and the rates resulting from application of the indexing methodology. Increases in liquids
transportation rates may result in lower revenue and cash flows for the partnership.
In addition, due to common carrier
regulatory obligations of liquids pipelines, capacity must be prorated among shippers in an equitable manner in the event there are nominations in excess of capacity or for new shippers. Therefore, new shippers or increased volume by existing
shippers may reduce the capacity available to us. Any prolonged interruption in the operation or curtailment of available capacity of the pipelines that we rely upon for liquids transportation could have a material adverse effect on our business,
financial condition, results of operations and cash flows. However, we believe that access to liquids pipeline transportation services generally will be available to us to the same extent as to our similarly-situated competitors.
Intrastate liquids pipeline transportation rates are subject to regulation by state regulatory commissions. The basis for intrastate
liquids pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate liquids pipeline rates, varies from state to state. We believe that the regulation of liquids pipeline transportation rates will not affect our
operations in any way that is materially different from the effects on our similarly-situated competitors.
In November 2009,
the Federal Trade Commission (“FTC”) issued regulations pursuant to the Energy Independence and Security Act of 2007, intended to prohibit market manipulation in the petroleum industry. Violators of the regulations face civil penalties of
up to $1 million per violation per day. In July 2010, Congress
106
passed the Dodd-Frank Act, which incorporated an expansion of the authority of the Commodity Futures Trading Commission (“CFTC”) to prohibit market manipulation in the markets regulated
by the CFTC. This authority, with respect to crude oil swaps and futures contracts, is similar to the anti-manipulation authority granted to the FTC with respect to crude oil purchases and sales. In July 2011, the CFTC issued final rules to
implement their new anti-manipulation authority. The rules subject violators to a civil penalty of up to the greater of $1 million or triple the monetary gain to the person for each violation.
Sales prices of gas, oil, condensate and NGLs are not currently regulated and are made at market prices. Although prices of these energy
commodities are currently unregulated, the United States Congress historically has been active in their regulation. We cannot predict whether new legislation to regulate oil and gas, or the prices charged for these commodities might be proposed,
what proposals, if any, might actually be enacted by the United States Congress or the various state legislatures and what effect, if any, the proposals might have on the our operations.
Regulation of Environmental and Occupational Safety and Health Matters
Our
operations are subject to stringent and complex federal, state and local laws and regulations governing environmental protection as well as the discharge of materials into the environment. These laws and regulations may, among other things
(i) require the acquisition of permits to conduct exploration, drilling and production operations; (ii) restrict the types, quantities and concentration of various substances that can be released into the environment or injected into
formations in connection with oil and natural gas drilling and production activities; (iii) limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas; (iv) require remedial measures
to mitigate pollution from former and ongoing operations, such as requirements to close pits and plug abandoned wells; and (v) impose substantial liabilities for pollution resulting from drilling and production operations. Any failure to comply
with these laws and regulations may result in the assessment of administrative, civil, and criminal penalties, the imposition of corrective or remedial obligations, and the issuance of orders enjoining performance of some or all of our operations.
These laws and regulations may also restrict the rate of oil and natural gas production below the rate that would otherwise
be possible. The regulatory burden on the oil and natural gas industry increases the cost of doing business in the industry and consequently affects profitability. Additionally, the Congress and federal and state agencies frequently revise
environmental laws and regulations, and any changes that result in more stringent and costly waste handling, disposal and cleanup requirements for the oil and natural gas industry could have a significant impact on our operating costs.
The clear trend in environmental regulation is to place more restrictions and limitations on activities that may affect the environment,
and thus any changes in environmental laws and regulations or re-interpretation of enforcement policies that result in more stringent and costly waste handling, storage transport, disposal, or remediation requirements could have a material adverse
effect on our financial position and results of operations. We may be unable to pass on such increased compliance costs to our customers. Moreover, accidental releases or spills may occur in the course of our operations, and we cannot assure you
that we will not incur significant costs and liabilities as a result of such releases or spills, including any third-party claims for damage to property, natural resources or persons. While we believe that we are in substantial compliance with
existing environmental laws and regulations and that continued compliance with existing requirements will not materially affect us, there is no assurance that this current level of regulation will continue in the future.
The following is a summary of the more significant existing and proposed environmental, health and safety laws and regulations to which
our business operations are or may be subject and for which compliance may have a material adverse impact on our capital expenditures, results of operations or financial position.
107
The Resource Conservation and Recovery Act
The Resource Conservation and Recovery Act (“RCRA”), and comparable state statutes, regulate the generation, transportation,
treatment, storage, disposal and cleanup of hazardous and non-hazardous wastes. Under the auspices of the EPA, the individual states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent
requirements. Drilling fluids, produced waters, and most of the other wastes associated with the exploration, development, and production of crude oil or natural gas are currently regulated under RCRA’s non-hazardous waste provisions. However,
it is possible that certain oil and natural gas drilling and production wastes now classified as non-hazardous could be classified as hazardous wastes in the future. Any such change could result in an increase in our costs to manage and dispose of
wastes, which could have a material adverse effect on our results of operations and financial position.
Comprehensive
Environmental Response, Compensation and Liability Act
The Comprehensive Environmental Response, Compensation and
Liability Act (“CERCLA”), also known as the Superfund law, imposes joint and several liability, without regard to fault or legality of conduct, on classes of persons who are considered to be responsible for the release of a hazardous
substance into the environment. These persons include the owner or operator of the site where the release occurred and anyone who disposed or arranged for the disposal of a hazardous substance released at the site. Under CERCLA, such persons may be
subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. In addition, it is not uncommon
for neighboring landowners and other third-parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment.
We generate materials in the course of our operations that may be regulated as hazardous substances. Despite the “petroleum
exclusion” of CERCLA, which currently encompasses natural gas, we may nonetheless handle hazardous substances within the meaning of CERCLA, or similar state statutes, in the course of our ordinary operations and, as a result, may be jointly and
severally liable under CERCLA for all or part of the costs required to clean up sites at which these hazardous substances have been released into the environment. In addition, we currently own, lease, or operate numerous properties that have been
used for oil and natural gas exploration, production and processing for many years. Although we believe that we have utilized operating and waste disposal practices that were standard in the industry at the time, hazardous substances, wastes, or
hydrocarbons may have been released on, under or from the properties owned or leased by us, or on, under or from other locations, including off-site locations, where such substances have been taken for disposal. In addition, some of our properties
have been operated by third parties or by previous owners or operators whose treatment and disposal of hazardous substances, wastes, or hydrocarbons was not under our control. These properties and the substances disposed or released on, under or
from them may be subject to CERCLA, RCRA, and analogous state and local laws. Under such laws, we could be required to undertake response or corrective measures, which could include removal of previously disposed substances and wastes, cleanup of
contaminated property or performance of remedial plugging or pit closure operations to prevent future contamination.
Water Discharges
The Federal Water Pollution Control Act, or the Clean Water Act (“CWA”), and analogous state laws, impose restrictions and strict controls with respect to the discharge of pollutants, including
spills and leaks of oil and other substances, into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. Federal
and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with discharge permits or other requirements of the CWA and analogous state laws and regulations. We maintain all required discharge permits
necessary to conduct our operations, and we believe we are in substantial compliance with their terms.
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The Oil Pollution Act of 1990 (“OPA”), amends the Clean Water Act and establishes
strict liability for owners and operators of facilities that cause a release of oil into waters of the United States. In addition, OPA requires owners and operators of facilities that store oil above threshold amounts to develop and implement spill
prevention, control and countermeasures (“SPCC”) plans. We are currently undertaking a review of recently acquired natural gas properties to determine the need for new or updated SPCC plans and, where necessary, we will be developing or
upgrading such plans implementing the physical and operation controls imposed by these plans, the costs of which are not expected to be substantial.
Safe Drinking Water Act
In the course of our operations, we produce
water in addition to oil and gas. Water that is not recycled or otherwise disposed of on the lease may be sent to saltwater disposal wells for injection into subsurface formations. Underground injection operations are regulated under the SDWA and
permitting and enforcement authority may be delegated to the states. In Texas, the Railroad Commission (“RRC”) regulates the disposal of produced water by injection well. The RRC requires operators to obtain a permit from the agency for
the operation of saltwater disposal wells and establishes minimum standards for injection well operations. Increased costs associated with the transportation and disposal of produced water, including the cost of complying with regulations concerning
produced water disposal, may our reduce profitability; however, these costs are commonly incurred by all oil and gas producers and we do not believe that the costs associated with the disposal of produced water will have a material adverse effect on
our operations.
Air Emissions
The federal Clean Air Act and comparable state laws restrict the emission of air pollutants from many sources, such as, for example, compressor stations, through air emissions standards, construction and
operating permitting programs and the imposition of other compliance requirements. These laws and regulations may require us to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce or
significantly increase air emissions, obtain and strictly comply with stringent air permit requirements or utilize specific equipment or technologies to control emissions of certain pollutants. The need to obtain permits has the potential to delay
the development of oil and natural gas projects. Over the next several years, we may be required to incur certain capital expenditures for air pollution control equipment or other air emissions related issues. For example, on August 16, 2012,
the EPA published final rules under the Clean Air Act that subject oil and natural gas production, processing, transmission and storage operations to regulation under the NSPS and NESHAPS programs. With regards to production activities, these final
rules require, among other things, the reduction of volatile organic compound emissions from three subcategories of fractured and refractured gas wells for which well completion operations are conducted: wildcat (exploratory) and delineation gas
wells; low reservoir pressure non-wildcat and non-delineation gas wells; and all “other” fractured and refractured gas wells. All three subcategories of wells must route flow back emissions to a gathering line or be captured and combusted
using a combustion device such as a flare after October 15, 2012. However, the “other” wells must use reduced emission completions, also known as “green completions,” with or without combustion devices, after January 1,
2015. These regulations also establish specific new requirements regarding emissions from production-related wet seal and reciprocating compressors, effective October 15, 2012, and from pneumatic controllers and storage vessels, effective
October 15, 2013. The EPA received numerous requests for reconsideration of these rules from both industry and the environmental community, and court challenges to the rules were also filed. The EPA intends to issue revised rules in the future
that are likely responsive to some of these requests. For example, in September 2013, the EPA published an amendment extending compliance dates for certain storage vessels. Compliance with these and other air pollution control and permitting
requirements has the potential to delay the development of oil and natural gas projects and increase our costs of development and production, which costs could be significant. However, we do not believe that compliance with such requirements will
have a material adverse effect on our operations.
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Regulation of “Greenhouse Gas” Emissions
In response to findings that emissions of carbon dioxide, methane and other GHGs present an endangerment to public health and the
environment, the EPA has adopted regulations under existing provisions of the federal Clean Air Act that, among other things, establish PSD, construction and Title V operating permit reviews for certain large stationary sources that are potential
major sources of GHG emissions. As part of these efforts, the EPA issued the Tailoring Rule, effective January 1, 2011, that established emissions thresholds such that only these large stationary sources are subject to GHG permitting. On
July 12, 2012, the EPA issued a final rule that retained the previously established thresholds, but those thresholds could be adjusted downward in the future. Despite numerous legal challenges to the EPA’s authority to regulate GHGs,
federal courts have affirmed that the EPA does have the authority to regulate GHG emissions under the Clean Air Act. Facilities required to obtain PSD permits for their GHG emissions also will be required to meet “best available control
technology” standards that will be established by the states or, in some cases, by the EPA on a case-by-case basis. These EPA rulemakings could adversely affect our operations and restrict or delay our ability to obtain air permits for new or
modified sources. In addition, the EPA has adopted rules requiring the monitoring and reporting of GHG emissions from specified onshore and offshore oil and gas production sources in the United States on an annual basis, which include certain of our
operations.
In addition, in August 2012, the EPA established NSPS for volatile organic compounds and sulfur dioxide and an
air toxic standard for oil and natural gas production, transmission, and storage. The rules include the first federal air standards for natural gas wells that are hydraulically fractured, or refractured, as well as requirements for several other
sources, such as storage tanks and other equipment, and limits methane emissions from these sources in an effort to reduce GHG emissions. These requirements could adversely affect our operations by requiring us to make significant expenditures to
ensure compliance with the NSPS.
While Congress has from time to time considered legislation to reduce emissions of GHGs,
there has not been significant activity in the form of adopted legislation to reduce GHG emissions at the federal level in recent years. In the absence of such federal climate legislation, a number of state and regional efforts have emerged that are
aimed at tracking and/or reducing GHG emissions by means of cap and trade programs that typically require major sources of GHG emissions, such as electric power plants, to acquire and surrender emission allowances in return for emitting those GHGs.
If Congress were to undertake comprehensive tax reform in the coming year, it is possible that such reform may include a carbon tax, which could impose additional direct costs on operations and reduce demand for refined products. In any event, the
Obama administration recently announced its Climate Action Plan, which, among other things, directs federal agencies to develop a strategy for the reduction of methane emissions, including emissions from the oil and gas industry. As part of the
Climate Action Plan, the Obama Administration also announced that it intends to adopt additional regulations to reduce emissions of GHGs and to encourage greater use of low carbon technologies in the coming years. For example, in September 2013, the
EPA re-issued proposed NSPS for GHG emissions from Electric Utility Generating Units. Although it is not possible at this time to predict how legislation or new regulations that may be adopted to address GHG emissions would impact our business, any
such future laws and regulations imposing reporting obligations on, or limiting emissions of GHGs from, our equipment and operations could require us to incur costs to reduce emissions of GHGs associated with our operations. In addition, substantial
limitations on GHG emissions could adversely affect demand for the oil and natural gas we produce. Finally, it should be noted that some scientists have concluded that increasing concentrations of GHGs in the Earth’s atmosphere may produce
climate changes that have significant physical effects, such as increased frequency and severity of storms, floods and other climatic events; if any such effects were to occur, they could have an adverse effect on our exploration and production
operations.
Hydraulic Fracturing Activities
Hydraulic fracturing is an essential and common practice in the oil and gas industry used to stimulate production of natural gas and/or
oil from dense subsurface rock formations. Hydraulic fracturing involves using
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water, sand, and certain chemicals to fracture the hydrocarbon-bearing rock formation to allow flow of hydrocarbons into the wellbore. We routinely apply hydraulic fracturing techniques in our
drilling and completion programs. While hydraulic fracturing has historically been regulated by state oil and natural gas commissions, the practice has become increasingly controversial in certain parts of the country, resulting in increased
scrutiny and regulation. For example, the EPA has asserted federal regulatory authority over certain hydraulic-fracturing activities under the SDWA involving the use of diesel fuels and issued revised permitting guidance in February 2014 addressing
the use of diesel in fracturing operations. Also, in November 2011, the EPA announced its intent to develop and issue regulations under the Toxic Substances Control Act to require companies to disclose information regarding the chemicals used in
hydraulic fracturing and the agency currently plans to issue a Notice of Proposed Rulemaking that would seek public input on the design and scope of such disclosure regulations. To date, the EPA has not issued a Notice of Proposed Rulemaking,
therefore, it is unclear how any federal disclosure requirements that add to any applicable state disclosure requirements may affect our operations. In addition, Congress has from time to time considered legislation to amend the SDWA, including
legislation that would repeal the exemption for hydraulic fracturing from the definition of “underground injection” and require federal permitting and regulatory control of hydraulic fracturing, as well as legislative proposals to require
disclosure of the chemical constituent of the fluids used in the fracturing process. Also, in the near future we may be subject to regulations that restrict our ability to discharge water produced as part of our production operations, and the
ability to use injection wells as a disposal option not only will depend on federal or state regulations but also on whether available injection wells have sufficient storage capacities. The EPA is currently developing effluent limitation guidelines
that may impose federal pre-treatment standards on all oil and gas operators transporting wastewater associated with hydraulic fracturing activities to publicly owned treatment works for disposal. The EPA plans to propose such standards by 2014. In
addition, on May 24, 2013, the federal Bureau of Land Management published a supplemental notice of proposed rulemaking governing hydraulic fracturing on federal and Indian lands that replaces a prior draft of proposed rulemaking issued by the
agency in May 2012. The revised proposed rule would continue to require public disclosure of chemicals used in hydraulic fracturing on federal and Indian lands, confirmation that wells used in fracturing operations meet appropriate construction
standards, and development of appropriate plans for managing flowback water that returns to the surface.
Further, on
April 17, 2012, the EPA released final rules that subject all oil and gas operations (production, processing, transmission, storage and distribution) to regulation under the NSPS and the NESHAPS programs. These rules became effective on
October 15, 2012. The rules include NSPS standards for completions of hydraulically-fractured gas wells. The standards include the reduced emission completion techniques, or “green completions,” developed in the EPA’s Natural Gas
STAR program along with pit flaring of gas not sent to the gathering line. “Green completions” for hydraulic fracturing will require the operator to recover rather than vent the gas and NGLs that come to the surface during completion of
the fracturing process. The standards will be applicable to newly drilled and fractured wells and wells that are refractured on or after January 1, 2015. The standards will be applicable to newly drilled and fractured wells and wells that are
refractured beginning in January 2015. Further, the rules under NESHAPS include MACT for glycol dehydrators and storage vessels at major source of hazardous air pollutants not currently subject to MACT standards. In September 2013, the EPA issued an
amendment extending compliance dates for certain storage vessels. The rule is designed to limit emissions of VOC), sulfur dioxide, and hazardous air pollutants from a variety of sources within natural gas processing plants, oil and natural gas
production facilities, and natural gas transmission compressor stations. This rule could require a number of modifications to our operations including the installation of new equipment. Compliance with such rules could result in significant costs,
including increased capital expenditures and operating costs, and could adversely impact our business. Additionally, on December 11, 2012, seven states submitted a notice of intent to sue the EPA to compel the agency to make a determination as
to whether standards or performance limiting methane emissions from oil and gas sources is appropriate and if so, to promulgate performance standards for methane emissions from existing oil and gas sources.
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At the state level, several states have adopted or are considering legal requirements that
could impose more stringent permitting, disclosure, and well construction requirements on hydraulic fracturing activities. For example in May 2013, the Texas Railroad Commission adopted new rules governing well casing, cementing and other standards
for ensuring that hydraulic fracturing operations do not contaminate nearby water resources. Local government also may seek to adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or
hydraulic fracturing activities in particular or prohibit the performance of well drilling in general or hydraulic fracturing in particular. We believe that we follow applicable standard industry practices and legal requirements for groundwater
protection in our hydraulic fracturing activities. Nonetheless, if new or more stringent federal, state, or local legal restrictions relating to the hydraulic fracturing process are adopted in areas where we operate, we could incur potentially
significant added costs to comply with such requirements, experience delays or curtailment in the pursuit of exploration, development, or production activities, and perhaps even be precluded from drilling wells.
Certain governmental reviews have been conducted or are underway that focus on environmental aspects of hydraulic fracturing practices,
which could lead to increased regulation. For example, the White House Council on Environmental Quality is coordinating an administration-wide review of hydraulic fracturing practices. The EPA has also commenced a study of the potential
environmental effects of hydraulic fracturing on drinking water and groundwater, with a first progress report outlining work currently underway by the agency released on December 21, 2012, and a final report drawing conclusions about the
potential impacts of hydraulic fracturing on drinking water resources expected to be available for public comment and peer review by late 2014. Other governmental agencies, including the U.S. Department of Energy, have evaluated or are evaluating
various other aspects of hydraulic fracturing. These ongoing or proposed studies could spur initiatives to further regulate hydraulic fracturing under the SDWA or other regulatory mechanisms.
Endangered Species Act and Migratory Birds
The federal Endangered Species Act (“ESA”), and (in some cases) comparable state laws were established to protect endangered and threatened species. Pursuant to the ESA, if a species is listed
as threatened or endangered, restrictions may be imposed on activities adversely affecting that species’ habitat. Similar protections are offered to migratory birds under the Migratory Bird Treaty Act. We may conduct operations on oil and
natural gas leases in areas where certain species that are listed as threatened or endangered are known to exist and where other species, such as the sage grouse, that potentially could be listed as threatened or endangered under the ESA may exist.
The U.S. Fish and Wildlife Service may designate critical habitat and suitable habitat areas that it believes are necessary for survival of a threatened or endangered species. A critical habitat or suitable habitat designation could result in
further material restrictions to federal land use and may materially delay or prohibit land access for oil and natural gas development. Moreover, as a result of a settlement approved by the U.S. District Court for the District of Columbia in
September 2011, the U.S. Fish and Wildlife Service (“FWS”) is required to make a determination on listing of more than 250 species as endangered or threatened under the ESA by no later than completion of the agency’s 2017 fiscal
year. For example, in March 2013, the FWS listed the lesser prairie chicken as a threatened species under the ESA. Although the lesser prairie chicken’s habitat includes areas of the Permian Basin, where we operate, we do not believe that this
listing will have a significant impact on our operations. Similar protections are offered to migratory birds under the Migratory Bird Treaty Act. The federal government recently issued indictments under the Migratory Bird Treaty Act to several oil
and gas companies after dead migratory birds were found near reserve pits associated with drilling activities. The identification or designation of previously unprotected species as threatened or endangered in areas where underlying property
operations are conducted could cause us to incur increased costs arising from species protection measures or could result in limitations on our exploration and production activities that could have an adverse impact on our ability to develop and
produce reserves. If we were to have a portion of our leases designated as critical or suitable habitat, it could adversely impact the value of our leases.
In summary, we believe we are in substantial compliance with currently applicable environmental laws and regulations. Although we have not experienced any material adverse effect from compliance with
environmental
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requirements, there is no assurance that this will continue. We did not have any material capital or other non-recurring expenditures in connection with complying with environmental laws or
environmental remediation matters in 2013, nor do we anticipate that such expenditures will be material in 2014.
OSHA
We are subject to the requirements of the OSHA and comparable state statutes whose purpose is to protect the health
and safety of workers. In addition, the OSHA hazard communication standard, the Emergency Planning and Community Right-to- Know Act and comparable state statutes and any implementing regulations require that we organize and/or disclose information
about hazardous materials used or produced in our operations and that this information be provided to employees, state and local governmental authorities and citizens. We believe that we are in substantial compliance with all applicable laws and
regulations relating to worker health and safety.
Related Permits and Authorizations
Many environmental laws require us to obtain permits or other authorizations from state and/or federal agencies before initiating certain
drilling, construction, production, operation, or other oil and gas activities, and to maintain these permits and compliance with their requirements for on-going operations. These permits are generally subject to protest, appeal, or litigation,
which can in certain cases delay or halt projects and cease production or operation of wells, pipelines, and other operations.
Related Insurance
We maintain insurance against some risks associated with above or underground contamination that may occur as a result of our exploration and production activities. However, this insurance is limited to
activities at the well site and there can be no assurance that this insurance will continue to be commercially available or that this insurance will be available at premium levels that justify its purchase by us. The occurrence of a significant
event that is not fully insured or indemnified against could have a materially adverse effect on our financial condition and operations. Further, we have no coverage for gradual, long-term pollution events.
Employees
As of March
31, 2014 we employed 98 people. Our future success will depend partially on our ability to attract, retain and motivate qualified personnel. We are not a party to any collective bargaining agreements and have not experienced any strikes or work
stoppages. We consider our relations with our employees to be satisfactory. From time to time we utilize the services of independent contractors to perform various field and other services.
Facilities
Our corporate headquarters is located in Midland, Texas. We
believe that our facilities are adequate for our current operations.
Legal Proceedings
From time to time, we are a party to ongoing legal proceedings in the ordinary course of business. We do not believe the results of these
proceedings, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations or liquidity.
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MANAGEMENT
Directors and Executive Officers
The following sets forth information regarding our directors and executive officers:
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Name
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Age
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Position with Parsley
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Bryan Sheffield
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36
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President, Chief Executive Officer and Chairman of the Board
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Matthew Gallagher
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31
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Vice President—Chief Operating Officer
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Paul Treadwell
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46
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Vice President—Operations
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Mike Hinson
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45
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Vice President—Land
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Ryan Dalton
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34
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Vice President—Chief Financial Officer
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Thomas B. Layman
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56
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Vice President—Geoscience
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Colin Roberts
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35
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Vice President—General Counsel and Secretary
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Chris Carter
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35
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Director
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David Smith
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43
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Director
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A.R. Alameddine
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66
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Director
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Randolph Newcomer, Jr.
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47
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Director
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Bryan Sheffield—President, Chief Executive Officer and Chairman of the Board
.
Bryan Sheffield established Parsley Energy, L.P. in 2008. He began his oil and gas career at Pioneer, where he was an Operations Tech monitoring Pioneer’s non-operated properties in the Spraberry Trend from 2007 to
2008. Mr. Sheffield graduated from Southern Methodist University in 2001 with a Bachelor of Business Administration in Finance. We believe that Mr. Sheffield’s experience founding and leading the growth of Parsley LLC as our
President and Chief Executive Officer qualifies him to serve on our board of directors.
Matthew
Gallagher—Vice President—Chief Operating Officer
.
Matthew Gallagher joined us in September 2010. Prior to joining Parsley, Mr. Gallagher served as Investor Relations Supervisor for
Pioneer from 2008 to 2010. From 2005 to 2008, Mr. Gallagher held a variety of engineering roles with Pioneer, including Gulf of Mexico Shelf Reservoir Engineer, Hugoton Reservoir Engineer, and Spraberry Production and Operations
Engineer. Mr. Gallagher has a Bachelor of Science in Petroleum Engineering from Colorado School of Mines and is a member of the Permian Basin Society of Petroleum Engineers and West Texas Geological Society.
Paul Treadwell—Vice President—Operations
.
Paul Treadwell joined us in July
2008. Prior to joining Parsley, Mr. Treadwell spent 17 years with Parker and Parsley and Pioneer in a variety of operations and management roles. Mr. Treadwell has over 27 years of experience in oil and gas operations. He has an
Associate in Applied Science degree from Western Texas College and is a member of the Society of Petroleum Engineers.
Mike Hinson—Vice President—Land
.
Mike Hinson joined us in August 2009. Prior to joining Parsley, Mr. Hinson worked in land management for Parker and
Parsley and Pioneer for 12 years. He has an Associate of Arts degree from Odessa College and a Bachelor of Science degree in Kinesiology from the University of Texas of the Permian Basin. He is a member of both the Permian Basin
Landmen’s Association and the American Association of Petroleum Landmen organization.
Ryan
Dalton—Vice President—Chief Financial Officer.
Ryan Dalton joined us in January 2012. From 2009 to 2012, Mr. Dalton worked in the restructuring and debt advisory practice of Rothschild, an investment bank and financial
advisory firm. Prior to departing to pursue an M.B.A., Mr. Dalton worked as a management consultant at AlixPartners, LP for five years. Mr. Dalton holds a Bachelor in Business Administration in Finance from Southern Methodist University
and a Masters in Business Administration from the Darden School of Business at the University of Virginia.
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Thomas B. Layman—Vice President—Geoscience.
Thomas B. Layman has
served as our Vice President–Geoscience since March 2014, has over 33 years of oil and gas industry experience. Prior to joining Parsley Energy, from 2006-2014 he was employed by Chesapeake Energy. During his tenure, he served as Vice President
of Southern Division Exploration and was responsible for exploration efforts in the Mid-Continent, Permian, Fort Worth and Gulf Coast Basins. Previous roles at Chesapeake included: Vice President of Geoscience for the Eastern Division where he
directed exploration and development efforts for the Marcellus and Utica plays and Geoscience Manager of the Barnett District. From 1994-2006, Mr. Layman worked for Burlington Resources as Geoscience Manager and from 1987-1994 at Exxon Company USA
as a geologist. Mr. Layman started his career in 1981 working on drilling rigs as a mud logger. He holds a M.A. degree in Geology from the University of Texas at Austin and a B.S. degree in Agronomy from the Pennsylvania State University. He is a
30-year member of AAPG and is a Certified Petroleum Geologist. Mr. Layman currently serves on the Geology Foundation Advisory Council at the University of Texas as Austin.
Colin Roberts—Vice President—General Counsel and Secretary
.
Colin Roberts has served as our General Counsel and Secretary since April 2013. Prior to joining Parsley,
Mr. Roberts practiced corporate law with Alston & Bird LLP from 2008 to 2013. Mr. Roberts earned a Bachelor in Business Administration in Finance and Real Estate Finance from Southern Methodist University and a J.D. from the
University of Kentucky College of Law.
Chris Carter—Director
.
Chris Carter is a
Managing Director of NGP. Prior to joining NGP in 2004, Mr. Carter was an analyst with Deutsche Bank’s Energy Investment Banking group in Houston, where he focused on financing and merger and acquisition transactions in the oil and gas and
oilfield services industries. Mr. Carter received a B.B.A. and an M.P.A. in Accounting, summa cum laude, in 2002 from the University of Texas, where he was a member of the Business Honors Program. He received an M.B.A. in 2008 from Stanford
University, where he graduated as an Arjay Miller Scholar. Mr. Carter currently serves on the board of Rice Energy Inc. We believe that Mr. Carter’s background in finance and private equity energy investing, as well as the executive
management skills he has gained through monitoring NGP portfolio companies, qualify him to serve on our board of directors.
David Smith—Director
.
David H. Smith is the Vice-President of Davis, Gerald & Cremer, P.C.
(“DGC”), a boutique oil and gas law firm, where he has practiced law since 1999. Mr. Smith heads the business organizations & transactions practice at DGC. Prior to joining DGC, Mr. Smith practiced with
Thompson & Knight in Dallas, Texas from 1995 to 1999. Mr. Smith is a member of the advisory board of the Institute for Energy Law, serves on the board of United Way of Midland, and is a member of the Republican Jewish Coalition.
Mr. Smith is a magna cum laude graduate of the University of Houston Law Center, where he served as an Editor of the Law Review and was a member of the Order of the Coif, Order of the Barons, and Phi Delta Phi. He attended Harvard University
and Boston University, earning his undergraduate degree in Economics and Business Administration from Boston University in 1992. We believe that Mr. Smith’s experience representing oil and gas companies on complex business transactions
qualifies him for service on our board of directors.
A.R. Alameddine—Director
.
A.R. Alameddine is
the former Executive VP Worldwide Negotiation Execution and Implementation at Pioneer, a position he held from 2005 until his retirement in 2008. Mr. Alameddine joined Pioneer in 1997 and previously held the positions of VP Domestic
Business Development and later Executive VP of Worldwide Business Development. Before joining Pioneer, Mr. Alameddine spent 26 years with Mobil Exploration & Producing Company (“Mobil”) in various engineering and planning
positions in the United States. In addition, he was member of the Gas Venture Group in Stavanger Norway for three years marketing gas production from the Statfjord Field in the North Sea. Prior to his retirement from Mobil in 1997 he was the
Acquisition, Trade and Sales Manager, a position he had held since 1990. Mr. Alameddine graduated from Louisiana State University in 1971 with a Bachelor degree of Science in Petroleum Engineering. We believe that
Mr. Alameddine’s executive management experience in the oil and gas industry qualifies him for service on our board of directors.
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Rand
olph
Newcomer, Jr.—Director
. Mr.
Newcomer serves as the Chief Executive Officer and President of Riverbend Oil & Gas, L.L.C. (and affiliates), a position he has held since forming Riverbend in 2003. Mr. Newcomer served as a Vice President of EnCap Investments L.P. (from
1997 to 2003, Houston) where he evaluated and co-managed a multitude of E&P financings involving mezzanine debt and equity investments. Mr. Newcomer began his career in 1989 at Amoco Production Company (Houston) serving in diverse
production and reservoir engineering, business development, and acquisition and divestment roles (notably on the transaction support team associated with the formation of Altura Energy), with all Amoco service time associated with assets in the
Permian Basin. He holds a B.S. in Petroleum Engineering from Texas A&M University and an Executive M.B.A. from the University of Houston. E&P companies that Mr. Newcomer has served and/or serves on the Board of Directors of include
Riverbend, Ovation Energy, Chalker Energy II & III, and Navidad Resources. Furthermore, he has served or serves on the Board of Directors of Houston Producer’s Forum and the Advisory Boards of Yellowstone Academy and Stoney Creek Ranch. We
believe that Mr. Newcomer’s experience as a chief executive officer of an oil and gas company, as well as his broad knowledge of the industry and oil and gas investments, qualify him for service on our board of directors.
Composition of Our Board of Directors
Our board of directors currently consists of five members, including our Chief Executive Officer.
In evaluating director candidates, we will assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance the board’s ability to
manage and direct our affairs and business, including, when applicable, to enhance the ability of committees of the board to fulfill their duties of increasing the length of time necessary to change the composition of a majority of the board of
directors.
Our directors will be divided into three classes serving staggered three-year terms. Class I, Class II and Class
III directors will serve until our annual meetings of stockholders in 2015, 2016 and 2017, respectively. Mr. Carter will be assigned to Class I, Messrs. Smith and Newcomer will be assigned to Class II, and Messrs. Sheffield and Alameddine will
be assigned to Class III. At each annual meeting of stockholders held after the initial classification, directors will be elected to succeed the class of directors whose terms have expired. This classification of our board of directors could have
the effect of increasing the length of time necessary to change the composition of a majority of the board of directors. In general, at least two annual meetings of stockholders will be necessary for stockholders to effect a change in a majority of
the members of the board of directors.
Director Independence
Our board of directors currently consists of five members, including our Chief Executive Officer. The board of directors reviewed the
independence of our directors using the independence standards of the NYSE and, based on this review, determined that Messrs. Alameddine, Carter, Newcomer and Smith are independent within the meaning of the NYSE listing standards currently in effect
and that Messrs. Alameddine and Newcomer are independent within the meaning of 10A-3 of the Exchange Act.
Committees of the Board of
Directors
Audit Committee
We have established an audit committee. Rules implemented by the NYSE and the SEC require us to have an audit committee comprised of at least three directors who meet the independence and experience
standards established by the NYSE and the Exchange Act, subject to transitional relief during the one-year period following the completion of this offering. Our audit committee initially consists of two directors, Messrs. Alameddine and
Newcomer, who are independent under the rules of the SEC. As required by the rules of the SEC and listing standards of the NYSE, the audit committee will consist solely of independent directors.
116
This committee will oversee, review, act on and report on various auditing and accounting
matters to our board of directors, including: the selection of our independent accountants, the scope of our annual audits, fees to be paid to the independent accountants, the performance of our independent accountants and our accounting practices.
In addition, the audit committee will oversee our compliance programs relating to legal and regulatory requirements. We expect to adopt an audit committee charter defining the committee’s primary duties in a manner consistent with the rules of
the SEC and applicable stock exchange or market standards.
Compensation Committee
We have established a compensation committee. The compensation committee initially consists of two directors, Messrs. Carter and
Alameddine, who are “independent” under the rules of the SEC. This committee will establish salaries, incentives and other forms of compensation for officers and other employees. Our compensation committee will also administer our
incentive compensation and benefit plans. We expect to adopt a compensation committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable stock exchange or market standards.
Nominating and Corporate Governance Committee
We have established a nominating and corporate governance committee. The nominating and corporate governance committee initially consists
of three directors, Messrs. Carter, Smith and Newcomer, who are “independent” under the rules of the NYSE. This committee will identify, evaluate and recommend qualified nominees to serve on our board of directors; develop and oversee
our internal corporate governance processes; and maintain a management succession plan. We expect to adopt a nominating and corporate governance committee charter defining the committee’s primary duties in a manner consistent with the rules of
the SEC and applicable stock exchange or market standards.
Compensation Committee Interlocks and Insider Participation
None of our executive officers serve on the board of directors or compensation committee of a company that has an
executive officer that serves on our board or compensation committee. No member of our board is an executive officer of a company in which one of our executive officers serves as a member of the board of directors or compensation committee of that
company.
Code of Business Conduct and Ethics
Prior to the completion of this offering, our board of directors will adopt a code of business conduct and ethics applicable to our employees, directors and officers, in accordance with applicable U.S.
federal securities laws and the corporate governance rules of the NYSE. Any waiver of this code may be made only by our board of directors and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate
governance rules of the NYSE.
Corporate Governance Guidelines
Prior to the completion of this offering, our board of directors will adopt corporate governance guidelines in accordance with the corporate governance rules of the NYSE.
117
EXECUTIVE COMPENSATION
2013 Summary Compensation Table
The following table sets forth information regarding the compensation awarded to, earned by, or paid to certain of our executive officers during the year ended December 31, 2013. As an emerging
growth company (as such term is defined in the Jumpstart Our Business Startups Act) we have opted to comply with the executive compensation disclosure rules in Item 402(l)-(r) of Regulation S-K applicable to “smaller reporting
companies” (as such term is defined in Item 10(f) of Regulation S-K) which require compensation disclosure for our principal executive officer and the two most highly compensated executive officers other than our principal executive
officer. These three officers are referred to as our “Named Executive Officers.”
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Name and Principal Position
|
|
Year
|
|
|
Salary ($)
|
|
|
Bonus
($)(1)
|
|
|
Option
Awards
($)(2)
|
|
|
All Other
Compensation
($)(3)
|
|
|
Total
($)
|
|
|
Bryan Sheffield,
|
|
|
2013
|
|
|
$
|
565,413
|
|
|
$
|
222,435
|
|
|
$
|
2,901,380
|
|
|
$
|
95,352
|
|
|
$
|
3,784,580
|
|
|
President and Chief Executive Officer
|
|
|
2012
|
|
|
$
|
509,854
|
|
|
$
|
121,202
|
|
|
|
n/a
|
|
|
$
|
71,639
|
|
|
$
|
702,695
|
|
|
Matt Gallagher,
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|
|
2013
|
|
|
$
|
221,887
|
|
|
$
|
92,168
|
|
|
$
|
354,846
|
|
|
$
|
23,588
|
|
|
$
|
692,489
|
|
|
Vice President—Chief Operating Officer
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|
|
2012
|
|
|
$
|
201,654
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|
|
$
|
66,442
|
|
|
|
n/a
|
|
|
$
|
17,858
|
|
|
$
|
285,954
|
|
|
Colin Roberts,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice President—General Counsel and Secretary (4)
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|
|
2013
|
|
|
$
|
184,099
|
|
|
$
|
175,000
|
|
|
$
|
743,344
|
|
|
$
|
3,571
|
|
|
$
|
1,106,014
|
|
|
(1)
|
The amounts reported in this column reflect amounts paid for services provided in fiscal 2013 pursuant to our discretionary annual cash bonus program, which were paid
during the fourth quarter of 2013.
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(2)
|
The Named Executive Officers received a grant of incentive units (described below) during the 2013 fiscal year. We believe that, despite the fact that the incentive
units do not require the payment of an exercise price, they are most similar economically to stock options, and as such, they are properly classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an
instrument with an “option-like feature.” Amounts reflected in this column for each executive reflect an aggregate grant date fair value of the incentive units in accordance with FASB ASC Topic 718, assuming that the grant date fair value
on the grant date per unit was as follows: Tier I units, $5.18; Tier II units, $2.25; Tier III units, $0.68; and Tier IV units, $0.46. The awards are not designed with a threshold, target or maximum potential payout level, thus the amounts reflected
in the table above reflect our best estimates as to the payouts that were “probable” at the time the grants were made under FASB ASC Topic 718. See “—Narrative Disclosure to Summary Compensation Table—Long Term Incentive
Compensation—Outstanding Equity Awards at 2013 Fiscal Year End” for a description of the treatment of the Incentive Units in connection with the transactions described under “Corporate Reorganization.”
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(3)
|
Amounts reported in the “All Other Compensation” column include company contributions to the Named Executive Officers’ 401(k) plan retirement accounts,
car allowance amounts and other perquisites, as shown in the following table:
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(4)
|
Mr. Roberts was hired in 2013 and thus has no reportable compensation for 2012.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
401(k) Plan
Company
Matching
Contributions(i)
|
|
|
Personal
Use of
Company
Car(ii)
|
|
|
Life
Insurance(iii)
|
|
|
Company
Plane(iv)
|
|
|
Cooper
Clinic(v)
|
|
|
Club
Dues(vi)
|
|
|
Total
|
|
|
Bryan Sheffield
|
|
$
|
17,269
|
|
|
$
|
8,740
|
|
|
$
|
166
|
|
|
$
|
24,221
|
|
|
$
|
0
|
|
|
$
|
44,956
|
|
|
$
|
95,352
|
|
|
Matt Gallagher
|
|
$
|
8,875
|
|
|
$
|
5,266
|
|
|
$
|
166
|
|
|
$
|
0
|
|
|
$
|
4,320
|
|
|
$
|
4,961
|
|
|
$
|
23,588
|
|
|
Colin Roberts
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
109
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
3,462
|
|
|
$
|
3,571
|
|
|
(i)
|
Amounts included in this column represent the amount of the company match of 401(k) plan contributions in 2013 for each Named Executive Officer.
|
118
|
(ii)
|
Amounts included in this column represent the aggregate incremental cost to us of personal use of the company owned car provided to Messrs. Sheffield and Gallagher
during 2013. Messrs Sheffield and Gallagher utilize the company cars provided to them for personal use 90% and 60% of the time, respectively. As such, the amounts in the table represent 90% for Mr. Sheffield and 60% for Mr. Gallagher of
the total monthly payments and insurance expenses paid by us during 2013 for the vehicle utilized by the respective Named Executive Officer.
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(iii)
|
The amounts in this column represent the cost of the life insurance premiums paid by us on behalf of the executive. We pay the premiums for life insurance coverage of
$100,000 for each of our employees.
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(iv)
|
The amounts in this column represent the aggregate incremental cost to us of Mr. Sheffield’s personal use of company-owned aircraft in accordance with the terms of
his employment agreement, as described below under “—Narrative Disclosure to Summary Compensation Table—Employment Agreements,” and in accordance with our Aircraft Policy as described below under “—Other Compensation
Elements”.
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(v)
|
In 2013 we paid all expenses in connection with Mr. Gallagher’s travel to and receipt of a preventative health screening exam from the Cooper Clinic in Dallas,
Texas. The amount in this column includes all such expenses including air travel and hotel expenses as well as the cost of the exam.
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(vi)
|
The amount in this column represents the full amount of the country club dues and associated initiation fee, if applicable, paid by us on behalf of the Named Executive
Officers. With respect to Mr. Sheffield only, the amount reported above includes dues for multiple clubs and the incidental expenses he incurred, and we paid, in connection with his use of each club.
|
Narrative Disclosure to Summary Compensation Table
Employment Agreements
We did not have any formal employment
agreements in place with our named executive officers in 2012.
In June of 2013 we entered into an employment agreement with
Bryan Sheffield, our President and Chief Executive Officer. The agreement has an initial three-year term that automatically renews for successive one-year periods until terminated in writing by either party at least 90 days prior to a renewal date.
The agreement provides Mr. Sheffield with an annual base salary of at least $556,087 during the term. Mr. Sheffield will also be eligible to earn an annual bonus and shall have the right to participate in all benefits and conditions of
employment generally available to our employees of the same level and responsibility. Mr. Sheffield is also entitled to the complimentary use of aircraft leased or owned by us for business purposes and also for up to 30 hours per calendar year
of personal use within North America, in each case, consistent with our Aircraft Policy. Pursuant to the terms of his employment agreement Mr. Sheffield is entitled to severance payments in certain limited circumstances. Severance benefits
provided under Mr. Sheffield’s employment agreement are described in more detail below in the section titled “Potential Payments Upon Termination or Change in Control.”
In June of 2013 we also entered into employment agreements with each of (i) Matt Gallagher, our Vice President—Chief Operating
Officer and (ii) Colin Roberts, our Vice President—General Counsel and Secretary. Each agreement has an initial one-year term following which employment continues on an at-will basis until terminated by either party upon 30 days’
written notice. The agreement with Mr. Gallagher provides him with an annual base salary of at least $225,901 during the term, and the agreement with Mr. Roberts provides him with an annual base salary of at least $250,000 during the term.
Each executive will also be eligible to earn an annual bonus and shall have the right to participate in all benefits and conditions of employment generally available to our employees of the same level and responsibility. Pursuant to the terms of
each employment agreement, each executive is entitled to severance payments in certain limited circumstances. Severance benefits provided under the employment agreements with Messrs. Gallagher and Roberts are described in more detail below in the
section titled “Potential Payments Upon Termination or Change in Control.”
We have entered into new employment
agreements with each of our Named Executive Officers that take effect upon the closing of this offering, (referred to herein as the “post-IPO employment agreements”). The post-
119
IPO employment agreements will override and replace the foregoing employment agreements. The following summarizes the material terms of each of the post-IPO employment agreements with our Named
Executive Officers, respectively.
The post-IPO employment agreement with Bryan Sheffield, our President and Chief Executive
Officer has an initial three-year term that will automatically renew for successive one-year periods until terminated in writing by either party at least 60 days prior to a renewal date. The agreement will provide Mr. Sheffield with an annual
base salary of at least $615,000 during the term. Mr. Sheffield will also be eligible to earn an annual bonus and shall have the right to participate in all benefits and conditions of employment generally available to our employees of the same level
and responsibility. Mr. Sheffield will also be entitled to the complimentary use of aircraft leased or owned by us for business purposes and also for up to 30 hours per calendar year of personal use within North America, in each case, consistent
with our Aircraft Policy. Pursuant to the terms of his post-IPO employment agreement, Mr. Sheffield will be entitled to severance payments in certain limited circumstances. Severance benefits to be provided under Mr. Sheffield’s post-IPO
employment agreement are described in more detail below in the section titled “Potential Payments Upon Termination or Change in Control.”
We have also entered into post-IPO employment agreements with each of (i) Matt Gallagher, our Vice President—Chief Operating Officer and (ii) Colin Roberts, our Vice President—General
Counsel and Secretary. Each agreement has an initial one-year term that will automatically renew for successive one-year periods until terminated in writing by either party at least 60 days prior to a renewal date. The agreement with Mr. Gallagher
provides him with an annual base salary of at least $263,000 during the term, and the agreement with Mr. Roberts provides him with an annual base salary of at least $258,000 during the term. Each executive will also be eligible to earn an
annual bonus and will have the right to participate in all benefits and conditions of employment generally available to our employees of the same level and responsibility. Pursuant to the terms of each post-IPO employment agreement, each executive
will be entitled to severance payments in certain limited circumstances. Severance benefits to be provided under the post-IPO employment agreements with Messrs. Gallagher and Roberts are described in more detail below in the section titled
“Potential Payments Upon Termination or Change in Control.”
Base Salary
Each Named Executive Officer’s base salary is a fixed component of compensation each year for performing specific job duties and
functions. Historically, our President and Chief Executive Officer established the annual base salary rate for each of the Named Executive Officers at a level necessary to retain the individual’s services. Adjustments to the base salary rates
for the Named Executive Officers have historically been made upon consideration of factors that our President and Chief Executive Officer deems relevant, including but not limited to: (a) any increase or decrease in the executive’s
responsibilities, (b) the executive’s job performance, and (c) the level of compensation paid to executives of other companies with which we compete for executive talent, as estimated based on publicly available information and the
experience of our Chief Executive Officer. Following the closing of this offering, our President and Chief Executive Officer will work together with our board of directors to determine the amount, if any, of any future modifications to the base
salary levels for each of our Named Executive Officers.
Annual Bonus
Historically we have maintained a fully discretionary bonus program. In November of each year, our President and Chief Executive Officer
determined the amount, if any, of the discretionary annual bonuses awarded to each of our Named Executive Officers after careful review of our performance over the course of that year. Items that have previously been taken into account during this
process include, but are not limited to, production growth, profitability and our financial strength. There are no performance metrics or formulas used to calculate the amounts of the bonuses paid, although our Named Executive Officers typically
receive a bonus equal to a similar percentage of their base salary. Bonuses have historically been paid in November of each fiscal year. The Named Executive Officers must generally be employed on the date the awards are actually paid in order to
receive payment.
120
The bonus amount paid to each Named Executive Officer for the 2013 fiscal year were as
follows:
|
|
|
|
|
|
|
Name
|
|
Award Payout
|
|
|
Bryan Sheffield
|
|
$
|
222,435
|
|
|
Matt Gallagher
|
|
$
|
92,168
|
|
|
Colin Roberts
|
|
$
|
175,000
|
|
Following the closing of this offering, our President and Chief Executive Officer will work with our
board of directors to establish an annual bonus program for our employees for future years. No decisions regarding our future annual bonus program have been made at this time.
Outstanding Awards at Fiscal Year End
Creation and Grant of
Incentive Units
Incentive Units were issued to our Named Executive Officers during the 2013 fiscal year. These
Incentive Units were issued in two separate entities: Parsley LLC and Parsley Energy Employee Holdings, LLC (“Employee Holdings”). As discussed in the next paragraph, certain Incentive Units in Parsley LLC were issued directly by Parsley
LLC to certain of our Named Executive Officers. Additionally, as discussed in the second paragraph below, certain Incentive Units in Parsley LLC were issued directly to Employee Holdings and Employee Holdings in turn issued Incentive Units to
certain of our Named Executive Officers.
Prior to our June 2013 reorganization, Messrs. Sheffield and Gallagher owned limited
partner interests in Parsley LP. In June 2013, we reorganized the entities that comprise our company in order to facilitate the investment in our company by NGP and the PSP Members. As part of that reorganization, all investors who held limited
partner interests in Parsley LP, including Messrs. Sheffield and Gallagher, contributed those limited partner interests to Parsley LLC in exchange for both common equity interests in Parsley LLC and a certain number of Incentive Units in Parsley
LLC. The issuance of Incentive Units in Parsley LLC was intended to compensate these investors for the dilution they experienced as a result of the reorganization. Mr. Roberts did not receive any Incentive Units in Parsley LLC because he did not own
any equity interests in Parsley LP at the time of the reorganization.
NGP and the PSP Members wanted to enable certain key
employees of our company to share in our investors’ financial success after NGP and the PSP Members receive a certain level of return on their investment in our company. They determined that the best method to achieve this goal was to grant
Incentive Units to our key employees. As such, in connection with the June 2013 reorganization, Employee Holdings was formed and granted 2,000,000 Incentive Units in Parsley LLC (500,000 of each of Tier I, Tier II, Tier III, and Tier IV Incentive
Units). In turn, certain key employees of our company, including Messrs. Gallagher and Roberts, were granted Incentive Units in Employee Holdings; such units are economically identical to the Incentive Units in Parsley LLC held by Employee Holdings.
Distributions with respect to the Incentive Units in Employee Holdings are linked to distributions made with respect to the corresponding Incentive Units in Parsley LLC held by Employee Holdings. No Incentive Units in Employee Holdings were granted
to Mr. Sheffield in 2013 because we, along with NGP and the PSP Members, determined that Mr. Sheffield’s interests were already sufficiently aligned with the interests of our investors as a result of his own substantial investment in us.
All Incentive Units in Parsley LLC are entitled to a portion of the distributions made by Parsley LLC after NGP and the
PSP Members receive a certain return on their investment in us. With respect to the total number of Incentive Units in Parsley LLC issued to any particular recipient, 88.39% of such distributions relate to the return realized by NGP on its
investment in Parsley LLC (the “NGP Portion”) and 11.61% of such distributions relate to the return realized by the PSP Members on their investment in Parsley LLC (the “PSP Portion”). As described above, distributions with
respect to the Incentive Units in Employee Holdings are linked to distributions with respect to the Incentive Units in Parsley LLC held by Employee Holdings. Additional information regarding the vesting and payment terms of the Incentive Units can
be found on page 123 in the Narrative to the Outstanding
121
Equity Awards Table. The Incentive Units in each of Parsley LLC and Employee Holdings do not relate directly to Parsley Inc.’s securities, and Parsley Inc. is not financially or otherwise
responsible for distributions or settlements relating to such awards. As described above, amounts paid to the holders of Incentive Units in Parsley LLC are paid out of NGP’s and the PSP Members’ return on their investment in us, and
distributions made by Employee Holdings to holders of Incentive Units in Employee Holdings are linked to distributions it receives from Parsley LLC.
The awards reported below reflect the Incentive Units each Named Executive Officer held as of December 31, 2013.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Number of Securities
Underlying Unexercised
Options
(#)
Exercisable
(1)
|
|
|
Number of Securities
Underlying Unexercised
Options
(#)
Unexercisable
(1)
|
|
|
Option
Exercise
Price
($)(1)
|
|
|
Option
Expiration
Date
(1)
|
|
|
Bryan Sheffield
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parsley LLC Incentive Units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier I Units
|
|
|
0
|
|
|
|
338,750
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
Tier II Units
|
|
|
0
|
|
|
|
338,750
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
Tier III Units
|
|
|
0
|
|
|
|
338,750
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
Tier IV Units
|
|
|
0
|
|
|
|
338,750
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
Matt Gallagher
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parsley LLC Incentive Units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier I Units
|
|
|
0
|
|
|
|
12,500
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
Tier II Units
|
|
|
0
|
|
|
|
12,500
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
Tier III Units
|
|
|
0
|
|
|
|
12,500
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
Tier IV Units
|
|
|
0
|
|
|
|
12,500
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
Employee Holdings Incentive Units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier I Incentive Units
|
|
|
0
|
|
|
|
28,930
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
Tier II Incentive Units
|
|
|
0
|
|
|
|
28,930
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
Tier III Incentive Units
|
|
|
0
|
|
|
|
28,930
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
Tier IV Incentive Units
|
|
|
0
|
|
|
|
28,930
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
Colin Roberts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Holdings Incentive Units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier I Incentive Units
|
|
|
0
|
|
|
|
86,789
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
Tier II Incentive Units
|
|
|
0
|
|
|
|
86,789
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
Tier III Incentive Units
|
|
|
0
|
|
|
|
86,789
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
Tier IV Incentive Units
|
|
|
0
|
|
|
|
86,789
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
(1)
|
We believe that, despite the fact that the Incentive Units do not require the payment of an exercise price, they are most similar economically to stock options, and as
such, they are properly classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an “option-like feature.” The Incentive Unit awards at Parsley LLC and Employee
Holdings are each divided into four tiers, each of which has a separate distributions threshold and vesting schedule. Awards reflected as “Unexercisable” are Incentive Units that have not yet vested. The Tier I Units and Tier I Incentive
Units in the “Unexercisable” column will generally vest in three equal installments on each anniversary of the grant date, or will become fully accelerated upon a “Fundamental Change” (defined below) or the date the distribution
threshold for that Tier has been satisfied. The Tier II, Tier III and Tier IV Units (or Tier II, Tier III and Tier IV Incentive Units, as applicable) in the “Unexercisable” column will not become vested until such time as the
distributions threshold for that Tier has been satisfied. For a description of how and when the Incentive Unit awards could become vested and when such awards could begin to receive payments, see the discussion below.
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Narrative to the Outstanding Equity Awards Table
The Incentive Unit Awards at Parsley LLC and Employee Holdings are each divided into four tiers. Unless otherwise noted below, the
definitions, vesting and payment thresholds are the same for each Tier whether granted at the Parsley LLC or Employee Holdings level. A potential payout for each tier will occur only after a specified level of cumulative cash distributions has been
received by members of the applicable entity that have made capital contributions to the entity, as further described below. Tier I Incentive Units are designed to vest in three equal annual installments, although vesting will be fully accelerated
if a “Fundamental Change” (as defined below) occurs or the distribution threshold established for Tier I (described below) is met prior to the time-based vesting becoming satisfied. Tier II units, Tier III units and Tier IV units will each
vest only upon the distribution threshold established for that tier (described below). The difference between a vested and unvested Tier I Incentive Unit is that once a unit is vested, in the event that an Incentive Unit holder’s employment
terminates other than for “Cause” (as defined below) or due to a voluntary termination by such Incentive Unit holder, the Incentive Unit holder may retain all vested Tier I Incentive Units as non-voting interests. All Incentive Units that
have not vested according to their original vesting schedule at the time an Incentive Unit holder’s employment is terminated for any reason will be forfeited without payment. If we terminate an executive for Cause, or the Incentive Unit holder
voluntarily terminates his or her employment, all vested Incentive Unit awards will also be forfeited at the time of the termination. If distributions are made with respect to a tier of these Incentive Unit awards while they are outstanding, both
vested and unvested units will receive the distributions and the holder of such units would be entitled to keep any such distributions regardless of whether the units are subsequently forfeited.
The Tier I Incentive Units will be entitled to 15% of future distributions to members only after all the Preferred
Investors that have made capital contributions to Parsley LLC have received cumulative distributions in respect of their membership interests equal to their cumulative capital contributions multiplied by 1.10
n
, where “n” is equal to the weighted average capital
contribution factor determined as of the dates of the distributions; provided, that if the Preferred Investors have received cumulative cash distributions in respect of their membership interests equal to two times their cumulative capital
contributions, then Tier I Incentive Units will be entitled to 20% of future distributions to members. The Tier II units will be entitled to 10% of future distributions to members only after all of the Preferred Investors that have made capital
contributions to Parsley LLC shall have received cumulative distributions in respect of their membership interests equal to two times their cumulative capital contributions. Tier III units will be entitled to 5% of future distributions to Preferred
Investors only after all of the members that have made capital contributions to Parsley LLC shall have received cumulative distributions in respect of their membership interests equal to three times their cumulative capital contributions. The Tier
IV units will be entitled to 5% of future distributions to members only after all of the Preferred Investors that have made capital contributions to Parsley LLC shall have received cumulative distributions in respect of their membership interests
equal to four times their cumulative capital contributions.
A “Fundamental Change” is generally defined in the
Limited Liability Company Agreement of Parsley LLC as any of the following events: (i)(a) Parsley LLC merges, consolidates, amalgamates or reconstitutes with or into another entity, or enters into a similar transaction with any entity; (b) the
outstanding interests of Parsley LLC are sold or exchanged to any person; (c) Parsley LLC sells, leases, licenses or exchanges all or substantially all of its assets to a person; (d) a liquidation or dissolution of Parsley LLC;
(e) the institution of proceedings against Parsley LLC to be adjudicated as a bankrupt or insolvent entity, or the institution of other similar proceedings; Parsley LLC’s consent to a receiver, liquidator, trustee or other similar
official; or an assignment by Parsley LLC for the benefit of its creditors or an admission of Parsley LLC that it cannot pay its debts; or (f) voluntary withdrawal as a general partner or relinquishment of rights as a controlling equity-holder
of any Parsley LLC subsidiary; or (ii) any single person or group of related persons purchases or otherwise acquires the right to vote or dispose of the Parsley LLC securities that represent 50% or more of the total voting power of all the
then-outstanding voting securities of Parsley LLC (although no capital contributions made by NGP shall cause a Fundamental Change under this clause (ii)). For purposes of clauses (i)(a) –(c) above, the persons who served as members of the board
of directors immediately before the applicable transaction must also cease to constitute at least a majority of the members of the board of directors or analogous managing body of the surviving entity.
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A termination for “Cause” shall generally mean an Incentive Unit holder’s
(i) conviction of, or plea of
nolo contendere
to, any felony or a crime or offense causing substantial harm to Parsley LLC, Employee Holdings, or their respective affiliates, or involving an act of theft, fraud, embezzlement, moral
turpitude or similar conduct; (ii) repeated intoxication by alcohol or drugs during the performance of the holder’s duties; (iii) malfeasance, in the conduct of the holder’s duties, including, but not limited to, (a) misuse
of funds of Parsley LLC, Employee Holdings, or their respective affiliates, (b) embezzlement, or (c) misrepresentation of or the concealment of a written report submitted to Parsley LLC, Employee Holdings, or their respective affiliates;
(iv) material and incurable violation of any provision of a voting and transfer restriction agreement or an employment agreement previously entered into by the holder and which remains uncured for thirty days; or (v) failure to perform
duties of the holder’s employment with Parsley LLC, Employee Holdings, or their respective affiliates, or the failure to follow or comply with reasonable written directives of the board of managers or the holder’s supervisors.
We do not expect that this offering will result in a Fundamental Change for the Incentive Units. Also, as of the date of this filing, the
Named Executive Officers have not received any distributions with respect to the Incentive Units.
Treatment of
Incentive Units in IPO Reorganization
The consummation of this offering and the related reorganization will be
treated as if it were a qualifying reorganization under Parsley LLC’s current limited liability agreement. As such, in connection with the closing of this offering, (i) the Incentive Units in Parsley LLC will be converted into units in Parsley
LLC, (ii) the holders of the resulting units in Parsley LLC will contribute their units to Parsley Inc. in exchange for shares of Class A common stock and (iii) Employee Holdings will merge with and into Parsley Inc., with Parsley Inc. surviving the
merger, and the members of Employee Holdings will receive shares of Class A common stock in the merger. The number of shares of Class A common stock issued in connection with these transactions is based on the implied equity value of Parsley LLC
immediately prior to this offering based on the price to the public for our Class A common stock set forth on the cover of this prospectus. See “Corporate Reorganization.” Based on an initial public offering price of $16.50 (the mid-point
of the range set forth on the cover of this prospectus), approximately 2,600,508 shares of Class A common stock will be issued in respect of these transactions. As a result, Messrs. Sheffield, Gallagher and Roberts will receive approximately
894,369, 109,383 and 229,140 shares of Class A common stock, respectively (based on the mid-point of the price range set forth on the cover of this prospectus), with respect to the Incentive Units they hold in Parsley LLC. After the consummation of
this offering, there will be no further liability with respect to the Incentive Units in Parsley LLC.
2014 Long Term Incentive Plan
Prior to the completion of this offering, our board of directors will have adopted, and our stockholders will have
approved, a Long-Term Incentive Plan, or LTIP, to attract and retain employees, directors, and other service providers. The description of the LTIP set forth below is a summary of the material features of the LTIP. This summary, however, does not
purport to be a complete description of all of the provisions of the LTIP and is qualified in its entirety by reference to the LTIP, a copy of which is filed as an exhibit to this registration statement. The LTIP provides for the grant of cash and
equity-based awards, including options to purchase shares of our Class A common stock, stock appreciation rights, restricted stock, restricted stock units, bonus stock, dividend equivalents, other stock-based awards, performance awards and
annual incentive awards.
Share Limits.
Subject to adjustment in accordance with the LTIP, 12,727,273 shares
of our Class A common stock will initially be reserved for issuance pursuant to awards under the LTIP, and more specifically, that total amount will be available for issuance of incentive stock options. Shares subject to an award under the LTIP
that are canceled, forfeited, exchanged, settled in cash or otherwise terminated, including withheld to satisfy exercise prices or tax withholding obligations, will be available for delivery pursuant to other awards. The shares of our Class A
common stock to be delivered under the LTIP will be made available from authorized but unissued shares, shares held in treasury, or previously issued shares reacquired by us, including by purchase on the open market.
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In each calendar year, during any part of which the LTIP is in effect, an employee who
is a “Covered Employee” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) may not be granted (a) awards (other than awards designated to be paid only in cash or the settlement of
which is not based on a number of shares) relating to more than 5,000 shares of our Class A common stock, subject to adjustment as provided in the LTIP and (b) awards designated to be paid only in cash, or the settlement of which is not
based on a number of shares of our Class A common stock, having a value determined on the date of grant in excess of $10,000,000.
Administration.
The LTIP will be administered by the compensation committee of our board of directors, which is referred to herein as the “committee,” except in the event our full
board of directors chooses to administer the LTIP. Unless otherwise determined by our board of directors, the committee will be comprised of two or more individuals, each of whom qualifies as an “outside director” as defined in
Section 162(m) of the Code and a “nonemployee director” as defined in Rule 16b-3 under the Exchange Act. Subject to the terms and conditions of the LTIP and applicable law, the committee has broad discretion to administer the
LTIP, including the power to determine the employees, directors and other service providers to whom awards will be granted, to determine the type of awards to be granted and the number of shares of our Class A common stock to be subject to
awards and the terms and conditions of awards, to determine and interpret the terms and provisions of each award agreement, to accelerate the vesting or exercise of any award and to make all other determinations and to take all other actions
necessary or advisable for the administration of the LTIP.
Eligibility.
Officers, directors, employees, and
other individuals who provide services to us may be eligible to receive awards under the LTIP. However, the committee has the sole discretion to determine which eligible individuals receive awards under the LTIP.
Stock Options.
The committee may grant incentive stock options and options that do not qualify as incentive stock options,
except that incentive stock options may only be granted to persons who are our employees or employees of one of our subsidiaries, in accordance with Section 422 of the Code. Generally, the exercise price of a stock option cannot be less than
the fair market value of a share of our Class A common stock on the date on which the option is granted and the option must not be exercisable more than ten years from the date of grant. In the case of an incentive stock option granted to an
individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our capital stock, the exercise price of the stock option must be at least 110% of the fair market value of a share of our Class A
common stock on the date of grant and the option must not be exercisable more than five years from the date of grant.
Stock Appreciation Rights.
Stock appreciation rights, or SARs, may be granted in connection with, or independent of, a
stock option. A SAR is the right to receive an amount equal to the excess of the fair market value of one share of our Class A common stock on the date of exercise over the grant price of the SAR. SARs will be exercisable on such terms as
committee determines. The term of a SAR will be for a period determined by the committee but will not exceed ten years. SARs may be paid in cash, common stock or a combination of cash and common stock, as determined by the committee in the relevant
award agreement.
Restricted Stock.
Restricted stock is a grant of shares of our Class A common stock
subject to a substantial risk of forfeiture, restrictions on transferability and any other restrictions determined by the committee. Common stock distributed in connection with a stock split or stock dividend, and other property distributed as a
dividend, may be subject to the same restrictions and risk of forfeiture as the restricted stock with respect to which the distribution was made.
Restricted Stock Units.
Restricted stock units are rights to receive cash, common stock or a combination of cash and common stock at the end of a specified period. Restricted stock units may
be subject to restrictions, including a risk of forfeiture, as determined by the committee. The committee may, in its sole discretion, grant dividend equivalents with respect to restricted stock units.
125
Other Awards.
Subject to limitations under applicable law and the terms of the
LTIP, the committee may grant other awards including, without limitation, common stock awarded as a bonus, dividend equivalents, convertible or exchangeable debt securities, other rights convertible or exchangeable into common stock, purchase rights
for common stock, awards with value and payment contingent upon our performance or any other factors designated by the committee, and awards valued by reference to the book value of our common stock or the value of securities of the securities or
the performance of specified subsidiaries. The committee will determine the terms and conditions of all such awards. Cash awards may granted as an element of, or a supplement to, any awards permitted under the LTIP. Awards may also be granted in
lieu of obligations to pay cash or deliver other property under the LTIP or under other plans or compensatory arrangements, subject to the terms of the LTIP and applicable law.
Performance and Annual Incentive Awards.
The LTIP will also permit the committee to designate certain awards as performance
awards or annual incentive awards. Performance and annual incentive awards represent awards with respect to which a participant’s right to receive cash, shares of our Class A common stock, or a combination of both, is contingent upon the
attainment of one or more specified performance measures within a specified period. The committee will determine the applicable performance period, the performance goals and such other conditions that apply to each performance and annual incentive
award.
Termination of Employment and Non-Competition Agreements.
The treatment of an award under the LTIP upon
a termination of employment or service to us will be specified in the agreement controlling such award. Additionally, each participant to whom an award is granted under the LTIP may be required to agree in writing as a condition of the granting of
such award not to engage in conduct in competition with us or our affiliates after the termination of such participant’s employment or service with us.
Change in Control.
Subject to the terms of the applicable award agreement, upon a “change in control” (as defined in the LTIP), the committee may, in its discretion,
(i) accelerate the time of exercisability of an award, (ii) require awards to be surrendered in exchange for a cash payment (or no payment if awards are unvested or the price paid in the change of control is equal to or less than the
exercise price), (iii) provide for the assumption or substitution or continuation of awards by the successor company or a parent or subsidiary of the successor, or (iv) make other adjustments to awards as the committee deems appropriate to
reflect the applicable transaction or event.
Amendment and Termination.
The LTIP will automatically expire on
the tenth anniversary of its effective date. Our board of directors may amend or terminate the LTIP at any time, subject to any requirement of stockholder approval required by applicable law, rule or regulation. The committee may generally amend the
terms of any outstanding award under the LTIP at any time. However, no action may be taken by our board of directors or the committee under the LTIP that would materially and adversely affect the rights of a participant under a previously granted
award without the participant’s consent.
In connection with the closing of this offering, we intend to make grants
of restricted stock to all of our employees in recognition of their increased work load during the process of preparing for this offering. Bryan Sheffield has declined to receive a grant of restricted stock. Messrs. Gallagher and Roberts are each
expected to receive an award of restricted stock equal to approximately 1.75 times each executive’s annual base salary, or 27,894 shares and 27,364 shares of restricted Class A common stock, respectively, based on the midpoint of the range set
forth on the cover of this prospectus. All restricted stock awards granted, including those to Messrs. Gallagher and Roberts, will vest in full on the fourth anniversary of the date of grant and will be subject to forfeiture pursuant to the terms of
the notice of grant and award agreement under which they were granted as well as the terms of the LTIP prior to that date.
Other
Compensation Elements
We offer participation in broad-based retirement, health and welfare plans to all of our employees.
We currently maintain a retirement plan intended to provide benefits under section 401(k) of the Internal Revenue Code where employees, including our Named Executive Officers, are allowed to contribute portions of their base compensation to a
tax-qualified retirement account. See “Additional Narrative Disclosure—Retirement Benefits” for more information. We also pay the premiums for life insurance coverage of $100,000 for each of our employees.
126
In addition, certain perquisites have historically been provided to our Named Executive
Officers. Messrs. Sheffield and Gallagher are both provided with a car owned by us, which they use for business and personal reasons, such as commuting to work. The incremental value of their personal use of these company-owned vehicles is
reported above in the All Other Compensation column to the Summary Compensation Table.
Additionally, in 2013 we paid all
expenses in connection with Mr. Gallagher’s travel to and receipt of a preventative health screening exam from the Cooper Clinic in Dallas, Texas. Mr. Sheffield received the same benefit during fiscal year 2012. The periodic provision of this
benefit is viewed by our President and Chief Executive Officer as an important investment. We feel that ensuring the maintenance of our Named Executive Officers’ health is essential to the continued success of our company.
In 2013 we purchased a corporate aircraft to facilitate the most efficient business travel for certain executives, members of our board
of directors, and business partners. In connection with the acquisition of the aircraft, we adopted the Parsley Energy, LLC First Amended Corporate Aircraft Policy in April of 2014 (the “Aircraft Policy”) to outline our policies with
respect to company-owned, chartered or leased aircraft (the “Aircraft”). Pursuant to the Aircraft Policy, the Aircraft will be available to transport our executive officers, including our Named Executive Officers, members of our board of
directors, strategic business partners, and employees designated by our President and Chief Executive Officer from time to time for facilitating or conducting our business or for company-sponsored or directed activities (collectively,
“Permitted Travelers”). We generally encourage our executives and members of our board of directors to use commercial air carriers for travel whenever possible, and any travel using the Aircraft must be approved in writing by our President
and Chief Executive Officer. All Permitted Travelers must pay the aircraft management company in full for the cost of any personal usage of the Aircraft, which must be approved in advance by our President and Chief Executive Officer. Notwithstanding
the foregoing sentence, pursuant to his employment agreement and the Aircraft Policy, our President and Chief Executive Officer is entitled to utilize the Aircraft for reasonable personal use in North America at no cost to him for up to 30 hours per
calendar year. The value of unreimbursed personal use of the Aircraft by our President and Chief Executive Officer will also be treated as imputed income to him for tax purposes. None of our other Named Executive Officers are entitled to
unreimbursed non-business travel use of the Aircraft.
Finally, we have historically paid the initiation fee and country club
dues for each of our Named Executive Officers as well as the incidental expenses incurred by Mr. Sheffield in connection with his use of the country clubs. These memberships have provided our executives with valuable opportunities to meet and
network with potential clients and business partners. In an attempt to streamline our compensation and benefits package, our President and Chief Executive Officer determined that we will no longer pay for our executives’ country club dues or
associated incidental expenses, and we ceased paying such dues and expenses as of December 2013.
Additional Narrative Disclosure
Retirement Benefits
We have not maintained, and do not currently maintain, a defined benefit pension plan or nonqualified deferred compensation plan. We currently maintain a retirement plan intended to provide benefits under
section 401(k) of the Internal Revenue Code where employees, including our Named Executive Officers, are allowed to contribute portions of their base compensation to a tax-qualified retirement account. We have historically provided a basic
match of 100% of salary deferrals up to the first 3% of eligible compensation, plus 50% of salary deferrals up to the next 2% of eligible compensation. Effective October 1, 2013, we began providing a 200% match of salary deferrals up to 4% of
eligible compensation. We may also make additional discretionary matching contributions, although we do not expect to do so.
Potential Payments Upon Termination or Change in Control
Pursuant to the terms of his employment agreement, Mr. Sheffield is entitled to continued base salary through the end of any fiscal
year in which he is terminated by reason of death or “Disability” (as defined in the agreement).
127
Additionally, if either party provides a notice of nonrenewal following the initial term or Mr. Sheffield’s employment is terminated by either party other than “for Cause” (as
defined in the agreement), death, or Disability, then (i) he would be entitled to continued salary payments for 24 months and, (ii) if Mr. Sheffield elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act
of 1985, as amended (“COBRA”), then he will be entitled to reimbursement for a period of up to 12 months for the difference between the amount he pays to effect and continue such coverage and the employee contribution amount that he would
pay if he were still an active employee. The employment agreement also contains certain restrictive covenants, which require Mr. Sheffield to preserve and protect our confidential information and work product and, for a one-year period
following his termination of employment, to refrain from competing with us or soliciting our employees. If Mr. Sheffield terminates his employment for “Good Reason” (as defined in the agreement), he will be released from his
non-compete obligations, but will remain subject to confidentiality and non-disclosure obligations.
Pursuant to the terms of
the employment agreements with Messrs. Gallagher and Roberts, each executive is entitled to continued base salary through the end of any fiscal year in which he is terminated by reason of death or “Disability” (as defined in the relevant
agreement). Messrs. Gallagher and Roberts are not entitled to severance payments or benefits as a result of a termination of employment under any other circumstances. Messrs. Gallagher and Roberts’s employment agreements contains certain
restrictive covenants, which require each executive to preserve and protect our confidential information and work product and, for a one-year (six-month in the case of a termination other than for “Cause” (as defined in the relevant
agreement)) period following his termination of employment, to refrain from competing with us or soliciting our employees. If either executive terminates his employment for “Good Reason” (as defined in the relevant agreement), he will be
released from his non-compete obligations, but will remain subject to confidentiality and non-disclosure obligations.
The
Named Executive Officers are not entitled to any “single trigger” payment upon a change in control.
As noted above,
a termination of employment or the occurrence of a Fundamental Change could impact the vesting and distribution payments applicable to the Incentive Units held by the Named Executive Officers. Please see the “Narrative to the Outstanding Equity
Awards Table” section above for more details.
As described above under “—Employment Agreements”,
effective upon the closing of this offering, we will enter into post-IPO employment agreements with each of our Named Executive Officers that will override and replace their existing employment agreements. The following summarizes the impact of
certain termination events or the occurrence of a “change of control” on each Named Executive Officer’s entitlement to severance and other benefits under these post-IPO employment agreements.
Pursuant to the terms of his post-IPO employment agreement, Mr. Sheffield would be entitled to accrued but unpaid base salary,
reimbursements, and other employee benefits (the “Accrued Obligations”) in the event his employment were terminated upon either our or Mr. Sheffield’s provision of a notice of nonrenewal, by us for “Cause” or by
Mr. Sheffield without “Good Reason” (each as defined in the agreement), and, except as otherwise provided in the award agreement under which the award was granted, Mr. Sheffield would forfeit all unvested outstanding equity
awards he held as of the date of termination. Furthermore, in the event we were to terminate Mr. Sheffield without Cause, or Mr. Sheffield were to terminate his employment for Good Reason, he would be entitled to (i) the Accrued
Obligations, (ii) continued salary payments for 24 months, (iii) a lump sum amount equal to two times the average of the three most recent annual bonuses actually paid in the three-year period preceding the termination date, which amount
would be paid on the first regular pay date immediately following the payment of the last installment due to Mr. Sheffield under the foregoing clause (ii), (iv) if Mr. Sheffield elected to continue coverage under COBRA, then he would
be entitled to reimbursement for a period of up to 18 months for the difference between the amount he would pay to effect and continue such coverage and the employee contribution amount that he would pay if he were still an active employee, and
(v) outplacement services for up to 12 months following the termination date or such time as Mr. Sheffield obtained reasonably comparable employment, whichever was earlier (the benefits described in clauses (i), (iv) and (v),
collectively, the “Severance Benefits”), and, except as otherwise provided in the award agreement under which the award was
128
granted, all unvested outstanding equity awards held by Mr. Sheffield upon such termination would be forfeited for no consideration. Alternatively, Mr. Sheffield would be entitled to
the Accrued Obligations and continued base salary through the end of any fiscal year in which he was terminated by reason of death or “Disability” (as defined in the agreement). Finally, if within 24 months following a “Change of
Control” (as defined in the agreement) we were to terminate Mr. Sheffield without Cause, or Mr. Sheffield were to terminate his employment for Good Reason, he would be entitled to the same Severance Benefits described above plus
(x) continued salary payments for 36 months, and (y) a lump sum amount equal to three times the average of the three most recent annual bonuses actually paid in the three-year period preceding the termination date, which amount would
be paid on the first regular pay date immediately following the payment of the last installment due to Mr. Sheffield under the foregoing clause (x), and, except as otherwise provided in the award agreement under which the award was granted, all
unvested outstanding equity awards held by Mr. Sheffield upon such a termination would be accelerated in full. Mr. Sheffield’s post-IPO employment agreement also contains certain restrictive covenants, which would require
Mr. Sheffield to preserve and protect our confidential information and work product and, for a one-year period following his termination of employment (6 months in the event his was terminated by us without Cause), to refrain from competing
with us (except with respect to the operation of certain wells specifically referenced in the agreement) or soliciting our employees.
Pursuant to the terms of their post-IPO employment agreements, Mr. Roberts and Mr. Gallagher would be entitled to the Accrued Obligations in the event their employment was terminated upon the
provision of a notice of nonrenewal (either by us or by the executive), by us for “Cause” or by the executive without “Good Reason” (each as defined in the agreement), and, except as otherwise provided in the award agreement
under which the award was granted, Mr. Roberts and Mr. Gallagher would forfeit all unvested outstanding equity awards held as of the date of termination. Furthermore, in the event we were to terminate either Mr. Roberts or
Mr. Gallagher without Cause, or the executive terminated his employment for Good Reason, he would be entitled to (i) the Accrued Obligations, (ii) a lump-sum cash payment equal to 0.50 for Mr. Roberts and 1.25 for
Mr. Gallagher times the sum of (A) his base salary and (B) the average of the three most recent annual bonuses actually paid in the three-year period preceding the date of termination (or the period of his employment, if shorter),
which amount would be paid on the first business day following the Release Consideration Period (a 60 day period following the date of termination of employment) (the foregoing clauses (A) and (B) together, the “Cash Severance”),
(iii) if Mr. Roberts or Mr. Gallagher elected to continue coverage under COBRA, then they would be entitled to reimbursement for a period of up to 18 months for the difference between the amount they would pay to effect and continue
such coverage and the employee contribution amount that they would pay if they were still active employees, and (iv) outplacement services for up to 6 months following the termination date or such time as the executive obtained reasonably
comparable employment, whichever was earlier (the benefits described in clauses (i), (iii) and (iv), collectively, the “Severance Benefits”), and, except as otherwise provided in the award agreement under which the award was granted,
all unvested outstanding equity awards held by the executives upon such termination would be forfeited for no consideration. Alternatively, Mr. Roberts and Mr. Gallagher would be entitled to the Accrued Obligations and continued base
salary through the end of any fiscal year in which they were terminated by reason of death or “Disability” (as defined in the agreement). Finally, if within 12 months following a “Change of Control” (as defined in the agreement)
we were to terminate Mr. Roberts or Mr. Gallagher without Cause, or Mr. Roberts or Mr. Gallagher were to terminate his employment for Good Reason, he would be entitled to the same Severance Benefits described above plus an
additional 0.75 times the Cash Severance, and, except as otherwise provided in the award agreement under which the award was granted, all unvested outstanding equity awards held by the executives upon such a termination would be accelerated in full.
Mr. Roberts’ and Mr. Gallagher’s post-IPO employment agreements also contain certain restrictive covenants, which require the executives to preserve and protect our confidential information and work product and, for a one-year
period following his termination of employment (6 months in the event his was terminated by us without Cause), to refrain from competing with us or soliciting our employees.
129
Director Compensation
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|
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|
|
|
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|
|
|
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Name
|
|
Fees Earned
or Paid in
Cash
($)
|
|
|
Total
($)
|
|
|
David H. Smith
|
|
$
|
12,500
|
|
|
$
|
12,500
|
|
|
A.R. Alameddine
|
|
$
|
12,500
|
|
|
$
|
12,500
|
|
|
Jack Harper
|
|
$
|
12,500
|
|
|
$
|
12,500
|
|
The board of managers of our predecessor was formed in June of 2013. Messrs. Bryan Sheffield and Chris
Carter are employed by us and NGP respectively and, as such, receive no additional compensation for their service on our board of managers. Each of the other members of our board of managers receives a retainer payment equal to $25,000 in cash per
year. The retainer is paid to each member of our board of managers in four equal installments in cash following each quarterly meeting of the board. The amounts in the table above reflect the fact that only two quarterly meetings were held in 2013.
Jack Harper resigned from our board of managers effective March 18, 2014.
Attracting and retaining qualified
non-employee directors is critical to the future value growth and governance of our company. In connection with the closing of this offering, we intend to make grants of restricted stock to our non-employee directors in recognition of their
increased work load during the process of preparing for this offering. We expect the value of the award made to each director to be approximately $125,000, or 7,576 shares of restricted Class A common stock, based on the midpoint of the range set
forth on the cover of this prospectus. These awards of restricted stock will vest in full on the fourth anniversary of the date of grant and will be subject to forfeiture pursuant to the terms of the notice of grant and award agreement under which
they were granted as well as the terms of the LTIP prior to that date.
Following the closing of this offering, we plan to implement a
new director compensation program to reflect the increased time and responsibility that being the director of a publicly traded company entails. Under this new program, all of our non-employee directors are expected to receive the following:
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•
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An annual cash retainer of $50,000;
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•
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A per meeting fee of $1,000; and
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•
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An annual equity grant of restricted stock equal in value to approximately $125,000, vesting in full on the first anniversary of the date of grant.
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All amounts paid in 2014 will be prorated to reflect only the period of the year during which we were a
publicly traded company. Directors who are also our employees or who were appointed by NGP will not receive any additional compensation for their service on our board of directors, a continuation of our current practice.
Each director will be reimbursed for (i) travel and expenses associated with the attendance of meetings and activities of our board
of directors or its committees, and (ii) travel and expenses related to each director’s participation in general education and orientation programs for directors.
Compensation Committee Interlocks and Insider Participation
None of our
officers or employees will be members of the compensation committee. None of our executive officers serve on the board of directors or compensation committee of a company that has an executive officer that serves on our board or compensation
committee. No member of our board is an executive officer of a company in which one of our executive officers serves as a member of the board of directors or compensation committee of that company.
To the extent any members of our compensation committee and affiliates of theirs have participated in transactions with us, a description
of those transactions is described in “Certain Relationships and Related Party Transactions.”
130
CORPORATE REORGANIZATION
Incorporation of Parsley Inc.
Parsley Inc. was incorporated by Parsley as a Delaware corporation in December 2013. Following this offering and the transactions related thereto, Parsley Inc. will be a holding company whose sole
material asset will consist of 32,086,042 PE Units. After the consummation of the transactions contemplated by this prospectus, Parsley Inc. will be the managing member of Parsley LLC and will be responsible for all operational, management and
administrative decisions relating to Parsley LLC’s business and will consolidate the financial results of Parsley LLC and its subsidiaries. The Limited Liability Company Agreement of Parsley LLC will be amended and restated as the Parsley
Energy LLC Agreement to, among other things, admit Parsley Inc. as the sole managing member of Parsley LLC.
In connection
with this offering, (a) all of the membership interests (including outstanding incentive units) in Parsley LLC held by its existing owners, including NGP and all of our executive officers, will be converted into PE Units, using an implied
equity valuation for Parsley LLC prior to the offering based on the initial public price to the public for our Class A common stock set forth on the cover page of this prospectus and the current relative levels of ownership in Parsley LLC,
(b) certain of the Existing Owners, including NGP, will contribute all of their PE Units to Parsley Inc. in exchange for an equal number of shares of Class A common stock, (c) certain of the Existing Owners will contribute only a
portion of their PE Units to Parsley Inc. in exchange for an equal number of shares of Class A common stock and will continue to own a portion of the PE Units following this offering, (d) Parsley Energy Employee Holdings, LLC, an entity owned
by certain of our officers and employees formed to hold a portion of the incentive units in Parsley LLC, will merge with and into Parsley Inc., with Parsley Inc. surviving the merger, and the members of Parsley Energy Employee Holdings, LLC will
receive shares of Class A common stock in the merger, (e) Parsley Inc. will contribute 32,086,042 shares of its Class B common stock and all of the net proceeds of this offering to Parsley LLC in exchange for 79,627,508 PE Units, and
(f) Parsley LLC will distribute to each PE Unit Holder one share of Class B common stock for each PE Unit such PE Unit Holder holds. After giving effect to these transactions and the offering contemplated by this prospectus, Parsley Inc. will
own an approximate 71.3% interest in Parsley LLC (or 72.9% if the underwriters’ option to purchase additional shares is exercised in full) and the PE Unit Holders will own an approximate 28.7% interest in Parsley LLC (or 27.1% if the
underwriters’ option to purchase additional shares is exercised in full).
Each share of the Class B common stock
has no economic rights but entitles its holder to one vote on all matters to be voted on by shareholders generally. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters presented to our
shareholders for their vote or approval, except as otherwise required by applicable law or by our certificate of incorporation. We do not intend to list Class B common stock on any stock exchange.
The PE Unit Holders will have the right to exchange all or a portion of their PE Units (together with a corresponding number of shares of
Class B common stock) for Class A common stock (or the Cash Option) at an exchange ratio of one share of Class A common stock for each PE Unit (and corresponding share of Class B common stock) exchanged as described under “Certain
Relationships and Related Party Transactions—Parsley Energy LLC Agreement.” In addition, the PE Unit Holders and NGP will have the right, under certain circumstances, to cause us to register the offer and sale of their shares of
Class A common stock as described under “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”
We will enter into a Tax Receivable Agreement with the TRA Holders. This agreement generally provides for the payment by Parsley Inc. to a TRA Holder of 85% of the net cash savings, if any, in U.S.
federal, state and local income tax or franchise tax that Parsley Inc. actually realizes (or is deemed to realize in certain circumstances) in periods after this offering as a result of (i) any tax basis increases resulting from the contribution in
connection with this offering by such TRA Holder of all or a portion of its PE Units to Parsley Inc. in exchange for shares of Class A common stock, (ii) the tax basis increases resulting from the exchange by
131
such TRA Holder of PE Units for shares of Class A common stock pursuant to the Exchange Right (or resulting from an exchange of PE Units for cash pursuant to the Cash Option) and
(iii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, any payments we make under the Tax Receivable Agreement. Parsley Inc. will retain the benefit of the remaining 15% of these cash savings. See
“Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”
The following diagram
indicates our simplified ownership structure immediately prior to this offering and the transactions related thereto:
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(1)
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See “—Existing Owners Ownership” for a discussion of the interests held by our Existing Owners.
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(2)
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Spraberry Production Services, LLC (“SPS”) is not consolidated in our consolidated and combined financial statements.
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The following diagram indicates our simplified ownership structure immediately following
this offering and the transactions related thereto (assuming that the underwriters’ option to purchase additional shares is not exercised):
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(1)
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See “—Existing Owners Ownership” for a discussion of the interests held by our Existing Owners.
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(2)
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SPS is not consolidated in our consolidated and combined financial statements.
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Existing Owners Ownership
The table below sets forth the percentage ownership of our Existing Owners prior to this offering and after the consummation of this
offering.
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Existing Owners(1)
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Percentage
Ownership in
Parsley LLC
Prior to
this
Offering(2)
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Equity Interests
Following this Offering
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PE Units
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Class B
Common
Stock
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Class A
Common
Stock
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Combined
Voting
Power
(%)
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Bryan Sheffield
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55.0
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%
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24,473,348
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24,473,348
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15,007,200
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35.3
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%
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NGP
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14.3
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%
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0
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0
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6,821,346
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6.1
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%
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Other executive officers
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12.0
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%
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4,604,452
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4,604,452
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3,091,187
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6.9
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%
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Other employees
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1.7
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%
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0
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0
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1,389,285
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1.2
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%
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PSP Members(3)
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1.3
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%
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0
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0
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1,413,796
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1.4
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%
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Diamond K Interests
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8.1
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%
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0
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0
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5,411,997
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4.8
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%
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Other investors
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7.4
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%
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3,008,242
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3,008,242
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2,592,697
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5.0
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%
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100
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%
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32,086,042
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32,086,042
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35,727,508
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60.7
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%
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(1)
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The number of shares of Class A common stock, Class B common stock and PE Units to be issued to our Existing Owners is based on the implied equity value of Parsley LLC
immediately prior to this offering, based on a initial public offering price of $16.50 per share of Class A common stock, the midpoint of the price range set forth on the cover page of this prospectus. Any increase or decrease of the assumed initial
public offering price will result in an increase or decrease in the number of shares of Class A common stock received by the holders of Incentive Units in Parsley LLC, but will not affect the aggregate numbers of shares of Class A common stock held
by our Existing Owners. At an assumed public offering price of $16.50 (the midpoint of the range set forth on the cover of this prospectus), Incentive Unit holders will receive 2.6 million shares of Class A common stock. A $1.00 increase
(decrease) in the assumed public offering price would increase (decrease) the aggregate number of shares to be received by the Incentive Unit holders by 0.1 million shares.
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(2)
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Includes PE Units received with respect to the conversion of Incentive Units.
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(3)
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Exclusive of executive officers preferred ownership which is reported in “other executive officers” ownership.
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Offering
Only
Class A common stock will be sold to investors pursuant to this offering. Immediately following this offering, there will be 79,627,508 shares of Class A common stock issued and outstanding and 32,086,042 shares of Class A common
stock reserved for exchanges of PE Units and shares of Class B common stock pursuant to the Parsley Energy LLC Agreement. We estimate that our net proceeds from this offering, after deducting estimated underwriting discounts and commissions and
other offering related expenses, will be approximately $562.5 million. We intend to contribute all of the net proceeds from this offering, to Parsley LLC in exchange for PE Units. Parsley LLC will use (i) approximately $6.7 million to
make a cash payment in settlement of the Preferred Return, (ii) $165.3 million to reduce amounts drawn under Parsley LLC’s revolving credit facility, (iii) $132.8 million to fund the OGX Acquisition and related fees and
expenses and (iv) any remaining net proceeds to fund a portion of our exploration and development program. In the event the acquisition of the OGX Acquisition does not close, we would use the net proceeds for general corporate purposes,
including to fund a portion of our exploration and development program.
As a result of the corporate reorganization and
the offering described above (and prior to any exchanges of PE Units):
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•
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the investors in this offering will collectively own 43,900,000 shares of Class A common stock (or 50,485,000 shares of Class A common stock
if the underwriters exercise in full their option to purchase additional shares of Class A common stock);
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•
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Parsley Inc. will hold 79,627,508 PE Units;
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•
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The Existing Owners will hold (i) 35,727,508 shares of Class A common stock and (ii) 32,086,042 shares of Class B common stock
and a corresponding number of PE Units;
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•
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the investors in this offering will collectively hold 39.3% of the voting power in us; and
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•
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assuming no exercise of the underwriters’ option to purchase additional shares, the Existing Owners will hold 60.7% of the voting power in us (or
57.3% if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
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Holding Company Structure
Our post-offering organizational structure will allow the PE Unit Holders to retain their equity ownership in Parsley LLC, a partnership
for U.S. federal income tax purposes. Investors in this offering will, by contrast, hold their equity ownership in the form of shares of Class A common stock in us, and we are classified as a domestic corporation for U.S. federal income tax
purposes. We believe that the PE Unit Holders find it advantageous to hold their equity interests in an entity that is not taxable as a corporation for U.S. federal income tax purposes. The PE Unit Holders will generally incur U.S. federal, state
and local income taxes on their proportionate share of any taxable income of Parsley LLC.
In addition, pursuant to our
certificate of incorporation and the Parsley Energy LLC Agreement, our capital structure and the capital structure of Parsley LLC will generally replicate one another and will provide for customary antidilution mechanisms in order to maintain the
one-for-one exchange ratio between the PE Units and our Class A common stock, among other things.
The holders of PE
Units, including us, will generally incur U.S. federal, state and local income taxes on their proportionate share of any taxable income of Parsley LLC and will be allocated their proportionate share of any taxable loss of Parsley LLC. The Parsley
Energy LLC Agreement will provide, to the extent cash is available, for distributions pro rata to the holders of PE Units if we, as the managing member of Parsley LLC, determine that the taxable income of Parsley LLC will give rise to taxable income
for a unitholder. Generally, these tax distributions will be computed based on our estimate of the taxable income of Parsley LLC that is allocable to a holder of PE Units, multiplied by an assumed tax rate equal to the highest effective marginal
combined U.S. federal, state and local income tax rate prescribed for an individual (or, if higher, a corporation) resident in Texas (taking into account the nondeductibility of certain expenses and the character of the allocated income).
We may accumulate cash balances in future years resulting from distributions from Parsley LLC exceeding our tax liabilities
and our obligations to make payments under the Tax Receivable Agreement. To the extent we do not distribute such cash balances as a dividend on our Class A common stock and instead decide to hold or recontribute such cash balances to Parsley
LLC for use in our operations, PE Unit Holders who exchange their PE Units for Class A common stock in the future could also benefit from any value attributable to any such accumulated cash balances.
We will enter into a Tax Receivable Agreement with the TRA Holders. This agreement generally will provide for the payment by Parsley Inc.
to a TRA Holder of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that Parsley Inc. actually realizes (or is deemed to realize in certain circumstances) in periods after this offering as a result of
(i) any tax basis increases resulting from the contribution in connection with this offering by such TRA Holder of all or a portion of its PE Units to Parsley Inc. in exchange for shares of Class A common stock, (ii) the tax basis increases
resulting from the exchange of PE Units by such TRA Holder for shares of Class A common stock pursuant to the Exchange Right (or resulting from an exchange of PE Units for cash pursuant to the Cash Option) and (iii) imputed interest deemed
to be paid by us as a result of, and additional tax basis arising from, any payments we make under the Tax Receivable Agreement. Parsley Inc. will retain the benefit of the remaining 15% of these cash savings. See “Certain Relationships and
Related Party Transactions—Tax Receivable Agreement.”
135
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Parsley Energy LLC Agreement
The Parsley Energy LLC Agreement is filed as an exhibit to the registration statement of which this prospectus forms a part, and the following description of the Parsley Energy LLC Agreement is qualified
in its entirety by reference thereto.
In accordance with the terms of the Parsley Energy LLC Agreement, the PE Unit
Holders will generally have the right to exchange their PE Units (and a corresponding number of shares of our Class B common stock) for shares of our Class A common stock at an exchange ratio of one share of Class A common stock for each
PE Unit (and corresponding share of Class B common stock) exchanged, subject to conversion rate adjustments for stock splits, stock dividends and reclassifications. At Parsley Inc.’s election, Parsley LLC may give the exchanging PE Unit Holders
cash in an amount equal to the Cash Election Value of such Class A common stock instead of shares of Class A common stock. We will be obligated to facilitate an exchange for Class A common stock through a contribution of Class A
common stock to Parsley LLC or, alternatively, we will have the right to acquire the subject PE Units and corresponding Class B common stock from the PE Unit Holders by paying, at our option, either (x) the number of shares of Class A
common stock the PE Unit Holders would have received in the proposed exchange or (y) cash in an amount equal to the Cash Election Value of such Class A common stock. “Cash Election Value” means, with respect to the Class A common
stock to be delivered to an exchanging PE Unit Holder by Parsley LLC pursuant to the Parsley Energy LLC Agreement, the amount that would be received (i) if such shares of Class A common stock were sold at a per share price equal to the trailing
30-day volume weighted average price of a share of Class A common stock or (ii) in the event shares of Class A common stock are not then publicly traded, the value that would be obtained in an arm’s length transaction for cash between an
informed and willing buyer and an informed and willing seller, neither of whom is under any compulsion to purchase or sell, respectively, and without regard to the particular circumstances of the buyer and the seller, as determined by Parsley Inc.
The PE Unit Holders will be permitted to exchange their PE Units for shares of our Class A common stock on a quarterly basis, subject to certain de minimis allowances. In addition, any exchanges involving 1,000,000 or more PE Units (subject to
the discretion of Parsley Inc. to permit exchanges of a lower number of units) may occur at any time. As the PE Unit Holders exchange their PE Units, our membership interest in Parsley LLC will be correspondingly increased and the number of shares
of Class B common stock outstanding will be reduced.
Under the Parsley Energy LLC Agreement, we will have the right to
determine when distributions will be made to the holders of PE Units and the amount of any such distributions. Following this offering, if we authorize a distribution, such distribution will be made to the holders of PE Units on a pro rata basis in
accordance with their respective percentage ownership of PE Units.
The holders of PE Units, including us, will generally
incur U.S. federal, state and local income taxes on their proportionate share of any taxable income of Parsley LLC and will be allocated their proportionate share of any taxable loss of Parsley LLC. Net profits and net losses of Parsley LLC
generally will be allocated to holders of PE Units on a pro rata basis in accordance with their respective percentage ownership of PE Units, except that certain non-pro rata adjustments will be required to be made to reflect built-in gains and
losses and tax depletion, depreciation and amortization with respect to such built-in gains and losses. The Parsley Energy LLC Agreement will provide, to the extent cash is available, for distributions to the holders of PE Units if we, as the
managing member of Parsley LLC, determine that the taxable income of Parsley LLC will give rise to taxable income for a unitholder. Generally, these tax distributions will be computed based on our estimate of the taxable income of Parsley LLC that
is allocable to a holder of PE Units, multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual (or, if higher, a corporation) resident in Texas
(taking into account the nondeductibility of certain expenses and the character of the allocated income). In addition, if the cumulative amount of U.S. federal, state and local taxes payable by us exceeds the amount of the tax distribution to
us, Parsley LLC will make advances to us in an amount necessary to enable us to fully pay these tax liabilities. Such advances will be repayable, without interest, solely from (i.e., by offset against) future distributions by Parsley LLC to us.
136
The Parsley Energy LLC Agreement will provide that, except as otherwise determined by us, at
any time we issue a share of our Class A common stock or any other equity security, the net proceeds received by us with respect to such issuance, if any, shall be concurrently invested in Parsley LLC, and Parsley LLC shall issue to us one PE
Unit or other economically equivalent equity interest. Conversely, if at any time, any shares of our Class A common stock are redeemed, repurchased or otherwise acquired, Parsley LLC shall redeem, repurchase or otherwise acquire an equal number
of PE Units held by us, upon the same terms and for the same price, as the shares of our Class A common stock are redeemed, repurchased or otherwise acquired.
Under the Parsley Energy LLC Agreement, the members have agreed that NGP and/or one or more of its affiliates will be permitted to engage in business activities or invest in or acquire businesses which
may compete with our business or do business with any client of ours.
Parsley LLC will be dissolved only upon the first to
occur of (i) the sale of substantially all of its assets or (ii) an election by us to dissolve the company. Upon dissolution, Parsley LLC will be liquidated and the proceeds from any liquidation will be applied and distributed in the
following manner: (a) first, to creditors (including to the extent permitted by law, creditors who are members) in satisfaction of the liabilities of Parsley LLC, (b) second, to establish cash reserves for contingent or unforeseen
liabilities and (c) third, to the members in proportion to the number of PE Units owned by each of them.
Tax Receivable Agreement
As described in “—Parsley Energy LLC Agreement” above, in connection with this offering, the TRA Holders
will contribute all or a portion of the PE Units to Parsley Inc. in exchange for Class A common stock and, in the future, the PE Unit Holders (and their permitted transferees) may exchange their PE Units (together with a corresponding number of
shares of Class B common stock) for shares of Class A common stock (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions or, at Parsley Inc.’s
election, for cash). Parsley LLC intends to make an election under Section 754 of the Code that will be effective for the taxable year that includes this offering and each taxable year in which an exchange of PE Units for shares of Class A
common stock pursuant to the Exchange Right (or an exchange of PE Units for cash pursuant to the Cash Option) occurs. Pursuant to the Section 754 election, the contribution of PE Units to Parsley Inc. in exchange for Class A common stock in
connection with this offering and each future exchange of PE Units for Class A common stock (as well as any exchange of PE Units for cash) is expected to result in an adjustment to the tax basis of the tangible and intangible assets of Parsley
LLC, and these adjustments will be allocated to us. Adjustments to the tax basis of the tangible and intangible assets of Parsley LLC described above would not have been available absent these exchanges of PE Units. The anticipated basis adjustments
are expected to increase (for tax purposes) our depreciation, depletion and amortization deductions and may also decrease our gains (or increase our losses) on future dispositions of certain capital assets to the extent tax basis is allocated to
those capital assets. Such increased deductions and losses and reduced gains may reduce the amount of tax that we would otherwise be required to pay in the future.
We will enter into a Tax Receivable Agreement with the TRA Holders. This agreement generally will provide for the payment by us to a TRA Holder of 85% of the net cash savings, if any, in U.S. federal,
state and local income tax or franchise tax that we actually realize (or are deemed to realize in certain circumstances) in periods after this offering as a result of (i) any tax basis increases resulting from the contribution in connection with
this offering by such TRA Holder of all or a portion of its PE Units to Parsley Inc. in exchange for shares of Class A common stock, (ii) the tax basis increases resulting from the exchange by such TRA Holder of PE Units for shares of
Class A common stock pursuant to the Exchange Right (or resulting from an exchange of PE Units for cash pursuant to the Cash Option) and (iii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from,
any payments we make under the Tax Receivable Agreement.
The payment obligations under the Tax Receivable Agreement are our
obligations and not obligations of Parsley LLC. For purposes of the Tax Receivable Agreement, cash savings in tax generally will be calculated by
137
comparing our actual tax liability to the amount we would have been required to pay had we not been able to utilize any of the tax benefits subject to the Tax Receivable Agreement. The term of
the Tax Receivable Agreement will commence upon the completion of this offering and will continue until all such tax benefits have been utilized or have expired, unless Parsley LLC exercises its right to terminate the Tax Receivable Agreement.
Estimating the amount of payments that may be made under the Tax Receivable Agreement is by its nature imprecise, insofar
as the calculation of amounts payable depends on a variety of factors. The actual increase in tax basis, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the
timing of the exchanges, the price of Class A common stock at the time of each exchange, the extent to which such exchanges are taxable, the amount and timing of the taxable income we generate in the future and the tax rate then applicable, and
the portion of our payments under the Tax Receivable Agreement constituting imputed interest or depreciable or amortizable basis. We expect that the payments that we will be required to make under the Tax Receivable Agreement could be substantial.
Assuming no material changes in the relevant tax law, we expect that if the Tax Receivable Agreement were terminated immediately after this offering, the estimated termination payment would be approximately $160.4 million (calculated using a
discount rate equal to the LIBOR plus 300 basis points, applied against an undiscounted liability of $233.4 million). The foregoing amounts are merely estimates and the actual payments could differ materially. It is possible that future transactions
or events could increase or decrease the actual tax benefits realized and the corresponding Tax Receivable Agreement payments as compared to these estimates. Moreover, there may be a negative impact on our liquidity if, as a result of timing
discrepancies or otherwise, (i) the payments under the Tax Receivable Agreement exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement and/or (ii) distributions to us by Parsley LLC
are not sufficient to permit us to make payments under the Tax Receivable Agreement after we have paid our taxes and other obligations. Please see “Risk Factors—Risks Related to the Offering and our Class A Common Stock—In
certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the Tax Receivable Agreement.” The payments under the
Tax Receivable Agreement will not be conditioned upon a holder of rights under the Tax Receivable Agreement having a continued ownership interest in either Parsley LLC or us.
In addition, although we are not aware of any issue that would cause the Internal Revenue Service (“IRS”), to challenge
potential tax basis increases or other tax benefits covered under the Tax Receivable Agreement, the holders of rights under the Tax Receivable Agreement will not reimburse us for any payments previously made under the Tax Receivable Agreement if
such basis increases or other benefits are subsequently disallowed, except that excess payments made to any such holder will be netted against payments otherwise to be made, if any, to such holder after our determination of such excess. As a result,
in such circumstances, we could make payments that are greater than our actual cash tax savings, if any, and may not be able to recoup those payments, which could adversely affect our liquidity.
The Tax Receivable Agreement will provide that in the event that we breach any of our material obligations under it, whether as a result
of our failure to make any payment when due (including in cases where we elect to terminate the Tax Receivable Agreement early, the Tax Receivable Agreement is terminated early due to certain mergers or other changes of control or we have available
cash but fail to make payments when due under circumstances where we do not have the right to elect to defer the payment, as described below), failure to honor any other material obligation under it or by operation of law as a result of the
rejection of the Tax Receivable Agreement in a case commenced under the United States Bankruptcy Code or otherwise, then all our payment and other obligations under the Tax Receivable Agreement will be accelerated and will become due and payable
applying the same assumptions described above. Such payments could be substantial and could exceed our actual cash tax savings under the Tax Receivable Agreement.
Additionally, we will have the right to terminate the Tax Receivable Agreement. If we elect to terminate the Tax Receivable Agreement early or it is terminated early due to certain mergers or other
changes of control, we would be required to make an immediate payment equal to the present value of the anticipated future tax benefits
138
subject to the Tax Receivable Agreement, which calculation of anticipated future tax benefits will be based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement,
including the assumption that we have sufficient taxable income to fully utilize such benefits and that any PE Units that the PE Unit Holders or their permitted transferees own on the termination date are deemed to be exchanged on the termination
date. Any early termination payment may be made significantly in advance of the actual realization, if any, of such future benefits and significantly exceed our realized tax savings.
Decisions we make in the course of running our business, such as with respect to mergers, asset sales, other forms of business
combinations or other changes in control, may influence the timing and amount of payments that are received by the TRA Holders under the Tax Receivable Agreement. For example, the earlier disposition of assets following an exchange of PE Units may
accelerate payments under the Tax Receivable Agreement and increase the present value of such payments, and the disposition of assets before an exchange of PE Units may increase the TRA Holders’ tax liability without giving rise to any rights
of the TRA Holders to receive payments under the Tax Receivable Agreement.
Payments generally will be due under the Tax
Receivable Agreement within 30 days following the finalization of the schedule with respect to which the payment obligation is calculated, although interest on such payments will begin to accrue from the due date (without extensions) of such tax
return until such payment due date at a rate equal to the LIBOR plus 200 basis points. Except in cases where we elect to terminate the Tax Receivable Agreement early, the Tax Receivable Agreement is terminated early due to certain mergers or other
changes of control or we have available cash but fail to make payments when due, generally we may elect to defer payments due under the Tax Receivable Agreement if we do not have available cash to satisfy our payment obligations under the Tax
Receivable Agreement or if our contractual obligations limit our ability to make these payments. Any such deferred payments under the Tax Receivable Agreement generally will accrue interest at a rate of LIBOR plus 500 basis points; provided,
however, that interest will accrue at a rate of LIBOR plus 200 basis points if we are unable to make such payment as a result of limitations imposed by existing credit agreements. We have no present intention to defer payments under the Tax
Receivable Agreement.
Because we are a holding company with no operations of our own, our ability to make payments under the
Tax Receivable Agreement is dependent on the ability of Parsley LLC to make distributions to us in an amount sufficient to cover our obligations under the Tax Receivable Agreement; this ability, in turn, may depend on the ability of Parsley
LLC’s subsidiaries to make distributions to it. The ability of Parsley LLC, its subsidiaries and equity investees to make such distributions will be subject to, among other things, the applicable provisions of Delaware law that may limit the
amount of funds available for distribution and restrictions in relevant debt instruments issued by Parsley LLC and/or its subsidiaries and equity investees. To the extent that we are unable to make payments under the Tax Receivable Agreement for any
reason, such payments will be deferred and will accrue interest until paid.
The form of the Tax Receivable Agreement is filed
as an exhibit to the registration statement of which this prospectus forms a part, and the foregoing description of the Tax Receivable Agreement is qualified by reference thereto.
Registration Rights Agreement
In connection with the closing of this
offering, we will enter into a registration rights agreement with certain of the Existing Owners. We expect that the agreement will contain provisions by which we agree to register under the federal securities laws the sale of shares of our
Class A common stock by such Existing Owners or certain of their affiliates. These registration rights will be subject to certain conditions and limitations. We will generally be obligated to pay all registration expenses in connection with
these registration obligations, regardless of whether a registration statement is filed or becomes effective.
139
Historical Transactions with Affiliates
Well Operations and Working Interests Acquisitions
During the three months ended March 31, 2014 and the years ended December 31, 2013, 2012 and 2011, entities affiliated or controlled by Bryan Sheffield, Ryan Dalton, Matthew Gallagher, Mike
Hinson, Paul Treadwell and Jack Harper, a member of our board of managers at the time of these transactions, and certain of their immediate family members (such parties collectively, the “Related Party Working Interest Owners”) owned
non-operated working interests in certain of the oil and natural gas properties that we operate. The revenues disbursed to such Related Party Working Interest Owners for the three months ended March 31, 2014 and the years ended
December 31, 2013, 2012 and 2011 totaled $3.4 million, $14.4 million, $10.8 million and $9.1 million, respectively.
During 2013, we acquired all of the non-operated working interests owned by the Related Party Working Interest Owners through a number of
separate, individually-negotiated transactions for an aggregate total of $19.4 million.
During the years ended December 31,
2013, 2012 and 2011, Riverbend Exploration and Production, L.L.C. owned non-operated working interests in certain wells operated by our affiliates. The revenues disbursed to Riverbend Exploration and Production, L.L.C. for the years ended
December 31, 2013, 2012 and 2011 totaled $6.2 million, $4.9 million and $2.1 million, respectively. Randy Newcomer, Jr. serves as President and CEO of Riverbend Oil & Gas, L.L.C., which previously owned all of the interests in Riverbend
Exploration and Production, L.L.C. Riverbend Oil & Gas, L.L.C. disposed of all of its interests in Riverbend Exploration and Production L.L.C. in December 2013.
Tex-Isle Supply, Inc. Purchases
During the three months ended
March 31, 2014 and the years ended December 31, 2013, 2012 and 2011, we made purchases of equipment used in our drilling operations and capitalized as part of our oil and natural gas property totaling $7.9 million, $68.1 million, $31.1 million
and $11.6 million, respectively, from Tex-Isle Supply, Inc. (“Tex-Isle”). Tex-Isle is controlled by a party who is also the general partner of Diamond K Interests, LP, a member of Parsley LLC.
Spraberry Production Services LLC
During the three months ended March 31, 2014 and the years ended December 31, 2013, 2012 and 2011, we incurred charges totaling $1.1 million, $3.3 million, $2.0 million, and $0.4 million,
respectively, for services from SPS in our well operation and drilling activities. Tex-Isle owns the remaining 50% interest in SPS.
Davis, Gerald & Cremer, PC
During the three months ended
March 31, 2014 and the years ended December 31, 2013, 2012 and 2011, we incurred charges totaling $0.1 million, $0.3 million, $0.1 million and $0.1 million, respectively, for legal services from Davis, Gerald & Cremer, PC, of
which our director David H. Smith is a vice-president and shareholder.
Corporate Reorganization
In connection with our corporate reorganization, we engaged in certain transactions with certain affiliates and the members of Parsley
LLC. Please read “Corporation Reorganization.”
Policies and Procedures for Review of Related Party Transactions
A “Related Party Transaction” is a transaction, arrangement or relationship in which we or any of our subsidiaries was, is or
will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “Related Person” means:
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•
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any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;
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140
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•
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any person who is known by us to be the beneficial owner of more than 5.0% of our Class A common stock;
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•
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any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5.0% of our Class A common stock, and any person (other than a tenant or employee) sharing the
household of such director, executive officer or beneficial owner of more than 5.0% of our Class A common stock; and
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•
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any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person
has a 10.0% or greater beneficial ownership interest.
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Our board of directors will adopt a written related
party transactions policy prior to the completion of this offering. Pursuant to this policy, our audit committee will review all material facts of all Related Party Transactions and either approve or disapprove entry into the Related Party
Transaction, subject to certain limited exceptions. In determining whether to approve or disapprove entry into a Related Party Transaction, our audit committee shall take into account, among other factors, the following: (i) whether the Related
Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and (ii) the extent of the Related Person’s interest in the transaction. Further, the
policy requires that all Related Party Transactions required to be disclosed in our filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations.
141
PRINCIPAL AND SELLING SHAREHOLDERS
The following table sets forth information with respect to the beneficial ownership of our Class A common stock and Class B common
stock that, upon the consummation of this offering and transactions related thereto, and assuming the underwriters do not exercise their option to purchase additional common units, will be owned by:
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•
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each person known to us to beneficially own more than 5% of any class of our outstanding voting securities;
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•
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each member of our board of directors;
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•
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each of the selling shareholders;
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•
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each of our named executive officers; and
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•
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all of our directors and executive officers as a group.
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All information with respect to beneficial ownership has been furnished by the respective 5% or more shareholders, selling shareholders, directors or executive officers, as the case may be. Unless
otherwise noted, the mailing address of each listed beneficial owner is 500 W. Texas Ave., Tower I, Suite 200, Midland, Texas 79701.
We have granted the underwriters the option to purchase up to an additional 6,585,000 shares of Class A common stock and will sell shares only to the extent such option is exercised.
The table does not reflect any Class A common stock that directors and officers may purchase in this offering through the directed
share program described under “Underwriting (Conflicts of Interest).”
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Shares Beneficially
Owned Prior to
the Offering(1)
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Shares of Class
A
Common Stock
Being Offered
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Shares Beneficially Owned After the Offering(1)
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Class A
Common Stock
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Class B
Common Stock
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Combined Voting
Power(2)
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Number
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%
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|
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|
Number
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|
|
%
|
|
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Number
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%
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|
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Number
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%
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Selling Shareholders and Other 5% Shareholders
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NGP X US Holdings, L.P.(3)
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10,760,740
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14.3
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%
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3,939,394
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6,821,346
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6.1
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%
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—
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—
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6,821,346
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6.1
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%
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Diamond K Interests, LP(4)
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6,139,269
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8.1
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%
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727,273
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5,411,996
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4.8
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%
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|
—
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|
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|
—
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5,411,996
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4.8
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%
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Sheffield Energy Management, LLC(5)
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3,604,355
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4.8
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%
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90,909
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1,711,268
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1.5
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%
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1,802,178
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1.6
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%
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3,513,446
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3.1
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%
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Michael Hinson(13)
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3,212,235
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4.3
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%
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303,030
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1,374,387
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1.2
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%
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1,534,818
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1.4
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%
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2,909,205
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2.6
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%
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Ryan Dalton(6)(13)
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2,085,239
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2.8
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%
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212,122
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798,745
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*
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1,074,372
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1.0
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%
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1,873,117
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1.7
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%
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Parsley Interests, LP(7)
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3,152,410
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4.2
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%
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121,212
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1,496,380
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1.3
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%
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1,534,818
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1.4
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%
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3,031,198
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2.7
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%
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One Putt Oil & Gas Ltd.(8)
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122,785
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*
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9,091
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40,023
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*
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73,671
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*
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113,694
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*
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Back Nine Oil & Gas Ltd.(8)
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1,350,639
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1.8
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%
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100,000
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440,256
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|
|
*
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810,383
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*
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1,250,639
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1.1
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%
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Nine Iron Oil & Gas Ltd.(8)
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417,470
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*
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30,909
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136,079
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|
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*
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250,482
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*
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386,561
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*
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HowJan Properties, Inc.(8)
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564,813
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*
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41,818
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184,107
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|
|
*
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338,888
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|
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*
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522,995
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|
*
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David Askew
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483,359
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|
*
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81,818
|
|
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|
401,541
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|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
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|
401,541
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|
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|
*
|
|
142
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Shares Beneficially
Owned Prior to
the Offering(1)
|
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|
Shares of Class
A
Common Stock
Being Offered
|
|
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Shares Beneficially Owned After the Offering(1)
|
|
|
|
|
|
Class A
Common Stock
|
|
|
Class B
Common Stock
|
|
|
Combined Voting
Power(2)
|
|
|
|
Number
|
|
|
%
|
|
|
|
Number
|
|
|
%
|
|
|
Number
|
|
|
%
|
|
|
Number
|
|
|
%
|
|
|
Directors and Named Executive Officers:
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Bryan Sheffield(9)(12)
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37,868,059
|
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50.3
|
%
|
|
|
1,818,182
|
|
|
|
13,378,707
|
|
|
|
12.0
|
%
|
|
|
22,671,170
|
|
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|
20.3
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%
|
|
|
36,049,877
|
|
|
|
32.3
|
%
|
|
A.R. Alameddine
|
|
|
—
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|
—
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|
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|
—
|
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|
—
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|
—
|
|
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|
—
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|
|
|
—
|
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|
|
—
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|
|
—
|
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|
Chris Carter
|
|
|
—
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|
—
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—
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—
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|
|
—
|
|
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|
—
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|
—
|
|
|
|
—
|
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|
—
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|
|
Randolph Newcomer, Jr.
|
|
|
—
|
|
|
|
—
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|
|
|
—
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|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
David H. Smith
|
|
|
10,046
|
|
|
|
*
|
|
|
|
—
|
|
|
|
10,046
|
|
|
|
*
|
|
|
|
—
|
|
|
|
*
|
|
|
|
10,046
|
|
|
|
*
|
|
|
Matt Gallagher(10)(13)
|
|
|
1,832,186
|
|
|
|
2.4
|
%
|
|
|
60,606
|
|
|
|
543,726
|
|
|
|
*
|
|
|
|
1,227,854
|
|
|
|
1.1
|
%
|
|
|
1,771,580
|
|
|
|
1.6
|
%
|
|
Colin Roberts(11)(13)
|
|
|
278,961
|
|
|
|
*
|
|
|
|
—
|
|
|
|
278,961
|
|
|
|
*
|
|
|
|
—
|
|
|
|
0.0
|
%
|
|
|
278,961
|
|
|
|
0.2
|
%
|
|
Directors and executive officers as a group (11 persons)(13)
|
|
|
50,549,257
|
|
|
|
67.1
|
%
|
|
|
—
|
|
|
|
18,986,609
|
|
|
|
17.0
|
%
|
|
|
29,077,800
|
|
|
|
27.1
|
%
|
|
|
48,064,409
|
|
|
|
43.0
|
%
|
|
(1)
|
Subject to the terms of the Parsley Energy LLC Agreement, the PE Unit Holders will have the right to exchange all or a portion of their PE Units (together with a
corresponding number of shares of Class B common stock) for Class A common stock (or the Cash Option) at an exchange ratio of one share of Class A common stock for each PE Unit (and corresponding share of Class B common stock) exchanged.
See “Certain Relationships and Related Person Transactions—Parsley Energy LLC Agreement.” Pursuant to Rule 13d-3 under the Exchange Act, a person has beneficial ownership of a security as to which that person, directly or
indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares voting power and/or investment power of such security and as to which that person has the right to acquire beneficial ownership of such security
within 60 days. The Company has the option to deliver cash in lieu of shares of Class A common stock upon exercise by a PE Unit Holder of its exchange right. As a result, beneficial ownership of Class B common stock and PE Units is not
reflected as beneficial ownership of shares of our Class A common stock for which such units and stock may be exchanged.
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(2)
|
Represents percentage of voting power of our Class A common stock and Class B common stock voting together as a single class. The PE Unit Holders will hold one
share of Class B common stock for each PE Unit that they own. Each share of Class B common stock has no economic rights, but entitles the holder thereof to one vote for each PE Unit held by such holder. Accordingly, the PE Unit Holders collectively
have a number of votes in Parsley Inc. equal to the number of PE Units that they hold. The number of shares of Class A common stock, Class B common stock and PE Units to be issued to our Existing Owners is based on the implied equity value of
Parsley LLC immediately prior to this offering, based on a initial public offering price of $16.50 per share of Class A common stock, the midpoint of the price range set forth on the cover page of this prospectus. Any increase or decrease of the
assumed initial public offering price will result in an increase or decrease in the number of shares of Class A common stock received by the holders of Incentive Units in Parsley LLC, but will not affect the aggregate numbers of shares of Class A
common stock held by our Existing Owners. At an assumed public offering price of $16.50 (the midpoint of the range set forth on the cover of this prospectus), Incentive Unit holders will receive 2.6 million shares of Class A common stock. A $1.00
increase in the assumed public offering price would increase the aggregate number of shares to be received by the Incentive Unit holders by 0.3 million shares. A $1.00 decrease in the assumed public offering price would decrease the aggregate number
of shares to be received by the Incentive Unit holders by 0.3 million shares. See “Corporation Reorganization,” “Description of Capital Stock—Class A Common Stock” and “—Class B Common Stock.”
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(3)
|
NGP X US Holdings, L.P. is wholly owned and controlled by its general partner, NGP X Holdings GP, L.L.C. (“NGP X Holdings GP”), and its
limited partners, NGP Natural Resources X, L.P. (“NGP X”) and NGP X Parallel Holdings, L.P. (“NGP X Parallel”). NGP X Holdings GP is wholly owned by NGP X. NGP X Holdings GP, NGP X and NGP X Parallel may be deemed to share voting
and dispositive power over the reported shares and therefore may also be deemed to be the beneficial owner of these shares. NGP X Holdings GP, NGP X and NGP X Parallel disclaim beneficial ownership of the reported shares in excess of such
entity’s pecuniary interest in the shares. GFW X, L.L.C. and G.F.W. Energy X, L.P. may be deemed to share voting and dispositive power over the reported shares and therefore may also be deemed to be the
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143
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beneficial owner of these shares by virtue of GFW X, L.L.C. being the sole general partner of G.F.W. Energy X, L.P. (which is the sole general partner of NGP X and NGP X Parallel). Kenneth A.
Hersh, an Authorized Member of GFW X, may also be deemed to share the power to vote, or to direct the vote, and to dispose, or to direct the disposition, of such securities. Mr. Hersh does not directly own any reported securities. GFW X, L.L.C. has
delegated full power and authority to manage NGP X and NGP X Parallel to NGP Energy Capital Management, L.L.C. and accordingly, NGP Energy Capital Management, L.L.C. may be deemed to share voting and dispositive power over these shares and therefore
may also be deemed to be the beneficial owner of these shares.
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(4)
|
Diamond K Interests, LLC is the general partner of Diamond K Interests, LP. Diamond K Interests, LLC is owned by Curtis Kayem. Mr. Kayem, in his capacity as the manager
of the sole general partner of Diamond K Interests, LP, may be deemed to have sole voting and dispositive power over the reported shares and therefore may also be deemed to be the beneficial owner of these shares.
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(5)
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Bryan Sheffield has voting and dispositive power over these shares.
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(6)
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Includes 413,379 shares of Class A Common Stock held by Butte Family Partners, LLC. Mr. Dalton has voting and dispositive power over these shares but disclaims
beneficial ownership over these shares in excess of his pecuniary interest in these shares. Butte Family Partners, LLC is an entity owned by Mr. Dalton and certain members of his family.
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(7)
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JOMO Oil Corp. is the general partner of Parsley Interests, L.P. and has voting and dispositive power over these shares. Joe M. Parsley is the President of JOMO Oil
Corp. The address for JOMO Oil Corp. and Parsley Interests, L.P. is P.O. Box 2788, Midland, Texas 79702.
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(8)
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Sure Putt Inc. GP is the general partner of these entities and has voting and dispositive power over these shares. Howard W. Parker is the President of Sure Putt Inc.
GP. The address of these entities is P.O. Box 162810, Austin, Texas 78716.
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(9)
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Includes 82,775 shares of Class A Common stock held by Marbella Interests, LLC. Mr. Sheffield has sole voting and dispositive power over these shares. Marbella
Interests, LLC is an entity owned by Mr. Sheffield and certain members of his family.
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(10)
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Includes 220,568 shares of Class A Common stock held by KMG Energy, LLC. Mr. Gallagher has voting and dispositive power over these shares but disclaims beneficial
ownership over these shares in excess of his pecuniary interest in these shares. KMG Energy, LLC is an entity owned by Mr. Gallagher and his wife.
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(11)
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Includes 33,076 shares of Class A Common Stock held by HHR Energy, LLC. Mr. Roberts has voting and dispositive power over these shares but disclaims beneficial
ownership over these shares in excess of his pecuniary interest in these shares. HHR Energy, LLC is an entity owned by Mr. Roberts and certain members of his family.
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(12)
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Includes shares held by Sheffield Energy Management, LLC as listed in the table under “Selling Shareholders and Other 5% Shareholders.”
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(13)
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Prior to and after the offering excludes 186,974 shares of restricted Class A common stock (based on the midpoint of the price range set forth on the cover of this
prospectus) that will be granted to our directors and executive officers upon the closing of this offering in the following amounts: Mr. Alameddine (7,576), Mr. Newcomer (7,576), Mr. Smith (7,576) Mr. Hinson (24,640 shares), Mr. Gallagher
(27,894 shares), Mr. Treadwell (24,182 shares), Mr. Dalton (26,833 shares), Mr. Layman (33,333) and Mr. Roberts (27,364). After giving effect to the issuance of these shares, we will have 79,791,754 shares of Class A common stock
outstanding.
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DESCRIPTION OF CAPITAL STOCK
Upon completion of this offering, the authorized capital stock of Parsley Inc. will consist of 600,000,000 shares of Class A common
stock, $0.01 par value per share, of which 79,627,508 shares will be issued and outstanding, 125,000,000 shares of Class B common stock, $0.01 par value per share, of which 32,086,042 shares will be issued and outstanding and 50,000,000 shares of
preferred stock, $0.01 par value per share, of which no shares will be issued and outstanding.
The following summary of
the capital stock and certificate of incorporation and bylaws of Parsley Inc. does not purport to be complete and is qualified in its entirety by reference to the provisions of applicable law and to our certificate of incorporation and by-laws,
which are filed as exhibits to the registration statement of which this prospectus is a part.
Class A Common Stock
Voting Rights.
Holders of shares of Class A common stock are entitled to one vote per share held of record on all matters to
be voted upon by the shareholders. The holders of Class A common stock do not have cumulative voting rights in the election of directors.
Dividend Rights.
Holders of shares of our Class A common stock are entitled to ratably receive dividends when and if declared by our board of directors out of funds legally available for that
purpose, subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to any outstanding preferred stock.
Liquidation Rights.
Upon our liquidation, dissolution, distribution of assets or other winding up, the holders of Class A
common stock are entitled to receive ratably the assets available for distribution to the shareholders after payment of liabilities and the liquidation preference of any of our outstanding shares of preferred stock.
Other Matters.
The shares of Class A common stock have no preemptive or conversion rights and are not subject to further
calls or assessment by us. There are no redemption or sinking fund provisions applicable to the Class A common stock. All outstanding shares of our Class A common stock, including the Class A common stock offered in this offering, are
fully paid and non-assessable.
Class B Common Stock
Generally.
In connection with the reorganization and this offering, each PE Unit Holder will receive one share of Class B common stock for each PE Unit that it holds. Accordingly, each PE Unit
Holder will have a number of votes in Parsley Inc. equal to the aggregate number of PE Units that it holds.
Voting
Rights.
Holders of shares of our Class B common stock are entitled to one vote per share held of record on all matters to be voted upon by the shareholders. Holders of shares of our Class A common stock and Class B common stock vote
together as a single class on all matters presented to our shareholders for their vote or approval, except with respect to the amendment of certain provisions of our certificate of incorporation that would alter or change the powers, preferences or
special rights of the Class B common stock so as to affect them adversely, which amendments must be by a majority of the votes entitled to be cast by the holders of the shares affected by the amendment, voting as a separate class, or as otherwise
required by applicable law.
Dividend and Liquidation Rights.
Holders of our Class B common stock do not have any right
to receive dividends, unless the dividend consists of shares of our Class B common stock or of rights, options, warrants or other securities convertible or exercisable into or exchangeable for shares of Class B common stock paid proportionally with
respect to each outstanding share of our Class B common stock and a dividend consisting of shares of Class A common stock or of rights, options, warrants or other securities convertible or exercisable into
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or exchangeable for shares of Class A common stock on the same terms is simultaneously paid to the holders of Class A common stock. Holders of our Class B common stock do not have any
right to receive a distribution upon a liquidation or winding up of Parsley Inc.
Preferred Stock
Our certificate of incorporation authorizes our board of directors, subject to any limitations prescribed by law, without further
shareholder approval, to establish and to issue from time to time one or more classes or series of preferred stock, par value $0.01 per share, covering up to an aggregate of 50,000,000 shares of preferred stock. Each class or series of preferred
stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the board of directors, which may include, among others, dividend rights, liquidation preferences, voting
rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of shareholders.
Anti-Takeover Effects of Provisions of Our Certificate of Incorporation, our Bylaws and Delaware Law
Some provisions of Delaware law, and our certificate of incorporation and our bylaws described below, will contain provisions that could
make the following transactions more difficult: acquisitions of us by means of a tender offer, a proxy contest or otherwise; or removal of our incumbent officers and directors. These provisions may also have the effect of preventing changes in our
management. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that shareholders may otherwise consider to be in their best interest or in our best interests, including transactions that might
result in a premium over the market price for our shares.
These provisions, summarized below, are expected to discourage
coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection and our potential
ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of these proposals could result in an
improvement of their terms.
Delaware Law
We will not be subject to the provisions of Section 203 of the Delaware General Corporation Law (“DGCL”), regulating corporate takeovers. In general, those provisions prohibit a Delaware
corporation, including those whose securities are listed for trading on the NYSE, from engaging in any business combination with any interested shareholder for a period of three years following the date that the shareholder became an interested
shareholder, unless:
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the transaction is approved by the board of directors before the date the interested shareholder attained that status;
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upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85%
of the voting stock of the corporation outstanding at the time the transaction commenced; or
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on or after such time the business combination is approved by the board of directors and authorized at a meeting of shareholders by at least two-thirds
of the outstanding voting stock that is not owned by the interested shareholder.
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Amended and Restated Certificate of Incorporation and Bylaws
Provisions of our amended and restated certificate of incorporation and our bylaws, which will become effective upon the closing of this
offering, may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which shareholders might otherwise receive a premium for their shares, or transactions that our
shareholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our Class A common stock.
Among other things, upon the completion of this offering, our amended and restated certificate of incorporation and amended and restated bylaws will:
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establish advance notice procedures with regard to shareholder proposals relating to the nomination of candidates for election as directors or new
business to be brought before meetings of our shareholders. These procedures provide that notice of shareholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally,
to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our amended and restated bylaws specify
the requirements as to form and content of all shareholders’ notices. These requirements may preclude shareholders from bringing matters before the shareholders at an annual or special meeting;
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provide our board of directors the ability to authorize undesignated preferred stock. This ability makes it possible for our board of directors to
issue, without shareholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile takeovers or
delaying changes in control or management of our company;
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provide that the authorized number of directors may be changed only by resolution of the board of directors;
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provide that all vacancies, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of
a series of preferred stock, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;
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provide that any action required or permitted to be taken by the shareholders must be effected at a duly called annual or special meeting of
shareholders and may not be effected by any consent in writing in lieu of a meeting of such shareholders, subject to the rights of the holders of any series of preferred stock with respect to such series;
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provide that our amended and restated certificate of incorporation and amended and restated bylaws may be amended by the affirmative vote of the
holders of at least two-thirds of our then outstanding Class A common stock;
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provide that special meetings of our shareholders may only be called by the board of directors, the chief executive officer or the chairman of the
board;
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provide for our board of directors to be divided into three classes of directors, with each class as nearly equal in number as possible, serving
staggered three year terms, other than directors which may be elected by holders of preferred stock, if any. This system of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to
obtain control of us, because it generally makes it more difficult for shareholders to replace a majority of the directors;
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provide that we renounce any interest in existing and future investments in other entities by, or the business opportunities of, the Sponsors or any of
their officers, directors, agents, shareholders, members, partners, affiliates and subsidiaries (other than our directors that are presented business opportunities in their capacity as our directors) and that they have no obligation to offer us
those investments or opportunities; and
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provide that our amended and restated bylaws can be amended by the board of directors.
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Forum Selection
Our amended and restated certificate of incorporation will provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the
fullest extent permitted by applicable law, be the sole and exclusive forum for:
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any derivative action or proceeding brought on our behalf;
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any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our
shareholders;
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any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the DGCL, our
certificate of incorporation or our bylaws; or
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any action asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine, in each
such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
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Our amended and restated certificate of incorporation will also provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have
notice of, and to have consented to, this forum selection provision. Although we believe these provisions will benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the
provisions may have the effect of discouraging lawsuits against our directors, officers, employees and agents. The enforceability of similar exclusive forum provisions in other companies’ certificates of incorporation has been challenged in
legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision in our amended and restated certificate of incorporation is inapplicable or unenforceable.
Limitation of Liability and Indemnification Matters
Our amended and restated certificate of incorporation will limit the liability of our directors for monetary damages for breach of their fiduciary duty as directors, except for liability that cannot be
eliminated under the DGCL. Delaware law provides that directors of a company will not be personally liable for monetary damages for breach of their fiduciary duty as directors, except for liabilities:
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for any breach of their duty of loyalty to us or our shareholders;
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for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
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for unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the DGCL;
or
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for any transaction from which the director derived an improper personal benefit.
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Any amendment, repeal or modification of these provisions will be prospective only and would not affect any limitation on liability of a
director for acts or omissions that occurred prior to any such amendment, repeal or modification.
Our amended and restated
bylaws will also provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. Our amended and restated bylaws also will permit us to purchase insurance on behalf of any officer, director, employee or
other agent for any liability arising out of that person’s actions as our officer, director, employee or agent, regardless of whether Delaware law would permit indemnification. We intend to enter into indemnification agreements with each of our
current and future directors and officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liability that may arise by reason of their service to us, and to advance expenses
incurred as a result of any proceeding against them as to which they could be indemnified. We believe that the limitation of liability provision that will be in our amended and restated certificate of incorporation and the indemnification agreements
will facilitate our ability to continue to attract and retain qualified individuals to serve as directors and officers.
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Registration Rights
For a description of registration rights with respect to our Class A common stock, see the information under the heading “Certain Relationships and Related Party Transactions—Registration Rights
Agreement.”
Transfer Agent and Registrar
The transfer agent and registrar for our Class A common stock is American Stock Transfer & Trust Company, LLC.
Listing
We have been approved, subject to official notice of issuance, to
list our Class A common stock for quotation on the NYSE under the symbol “PE.”
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SHARES ELIGIBLE FOR FUTURE SALE
Prior to this offering, there has been no public market for our Class A common stock. Future sales of our Class A common stock
in the public market, or the availability of such shares for sale in the public market, could adversely affect the market price of our Class A common stock prevailing from time to time. As described below, only a limited number of shares will
be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of a substantial number of shares of our Class A common stock in the public market after such restrictions lapse, or the
perception that those sales may occur, could adversely affect the prevailing market price of our Class A common stock at such time and our ability to raise equity-related capital at a time and price we deem appropriate.
Sales of Restricted Shares
Upon the closing of this offering, we will have outstanding an aggregate of 79,627,508 shares of Class A common stock. Of these shares, all of the 43,900,000 shares of Class A common stock (or
50,485,000 shares of Class A common stock if the underwriters’ option to purchase additional shares is exercised) to be sold in this offering will be freely tradable without restriction or further registration under the Securities Act, unless
the shares are held by any of our “affiliates” as such term is defined in Rule 144 under the Securities Act. All remaining shares of Class A common stock held by existing shareholders will be deemed “restricted securities”
as such term is defined under Rule 144. The restricted securities were issued and sold by us in private transactions and are eligible for public sale only if registered under the Securities Act or if they qualify for an exemption from registration
under Rule 144 or Rule 701 under the Securities Act, which rules are summarized below.
In addition, subject to certain
limitations and exceptions, pursuant to the terms of the Parsley Energy LLC Agreement, the PE Unit Holders will each have the right to exchange all or a portion of their PE Units (together with a corresponding number of shares of Class B common
stock) for Class A common stock (or the Cash Option) at an exchange ratio of one share of Class A common stock for each PE Unit (and corresponding share of Class B common stock) exchanged, subject to conversion rate adjustments for stock
splits, stock dividends and reclassifications. Upon consummation of this offering, the PE Unit Holders will hold 32,086,042 PE Units, all of which (together with a corresponding number of shares of our Class B common stock) will be exchangeable for
32,086,042 shares of our Class A common stock. See “Certain Relationships and Related Party Transactions—Parsley Energy LLC Agreement.” The shares of Class A common stock we issue upon such exchanges would be
“restricted securities” as defined in Rule 144 described below. However, upon the closing of this offering, we intend to enter into a registration rights agreement with the PE Unit Holders and NGP that will require us to register under the
Securities Act these shares of Class A common stock. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”
As a result of the lock-up agreements described below and the provisions of Rule 144 and Rule 701 under the Securities Act, the shares of our Class A common stock (excluding the shares to be sold in
this offering) that will be available for sale in the public market are as follows:
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no shares will be eligible for sale on the date of this prospectus or prior to 180 days after the date of this prospectus; and
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30,866,391 shares will be eligible for sale upon the expiration of the lock-up agreements, beginning 180 days after the date of this prospectus
(subject to extension) and when permitted under Rule 144 or Rule 701.
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Lock-up Agreements
We, all of our directors and officers, certain of our principal shareholders and certain of the selling shareholders have agreed not to
sell any Class A common stock for a period of 180 days from the date of this prospectus, subject to certain exceptions and extensions. See “Underwriting (Conflicts of Interest)” for a description of these lock-up provisions.
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Rule 144
In general, under Rule 144 under the Securities Act as currently in effect, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the
three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least sixth months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to
sell those shares, subject only to the availability of current public information about us. A non-affiliated person (who has been unaffiliated for at least the past three months) who has beneficially owned restricted securities within the meaning of
Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.
A person
(or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a
number of shares that does not exceed the greater of one percent of the then outstanding shares of our Class A common stock or the average weekly trading volume of our Class A common stock reported through the NYSE during the four calendar
weeks preceding the filing of notice of the sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.
Rule 701
In general,
under Rule 701 under the Securities Act, any of our employees, directors, officers, consultants or advisors who purchases shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of
this offering is entitled to sell such shares 90 days after the effective date of this offering in reliance on Rule 144, without having to comply with the holding period requirement of Rule 144 and, in the case of non-affiliates, without having
to comply with the public information, volume limitation or notice filing provisions of Rule 144. The SEC has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of
the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after the date of this prospectus.
Stock Issued Under Employee Plans
We intend to file a registration statement on Form S-8 under the Securities Act to register stock issuable under our Long-Term Incentive Plan. This registration statement on Form S-8 is expected to be
filed following the effective date of the registration statement of which this prospectus is a part and will be effective upon filing. Accordingly, shares registered under such registration statement will be available for sale in the open market
following the effective date, unless such shares are subject to vesting restrictions with us or the lock-up restrictions described above.
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MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO
NON-U.S. HOLDERS
The following is a summary of the material U.S. federal income tax and, to a limited extent, estate tax,
consequences related to the purchase, ownership and disposition of our Class A common stock by a non-U.S. holder (as defined below), that holds our Class A common stock as a “capital asset” (generally property held for
investment). This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations and administrative rulings and judicial decisions, all as in effect on the date hereof, and all
of which are subject to change, possibly with retroactive effect. We have not sought any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a
court will agree with such statements and conclusions.
This summary does not address all aspects of U.S. federal income or
estate taxation that may be relevant to non-U.S. holders in light of their personal circumstances. In addition, this summary does not address the Medicare tax on certain investment income, U.S. federal gift tax laws, any state, local or foreign tax
laws or any tax treaties. This summary also does not address tax considerations applicable to investors that may be subject to special treatment under the U.S. federal income tax laws, such as (without limitation):
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banks, insurance companies or other financial institutions;
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tax-exempt or governmental organizations;
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dealers in securities or foreign currencies;
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traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes;
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persons subject to the alternative minimum tax;
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partnerships or other pass-through entities for U.S. federal income tax purposes or holders of interests therein;
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persons deemed to sell our Class A common stock under the constructive sale provisions of the Code;
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persons that acquired our Class A common stock through the exercise of employee stock options or otherwise as compensation or through a
tax-qualified retirement plan;
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certain former citizens or long-term residents of the United States; and
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persons that hold our Class A common stock as part of a straddle, appreciated financial position, synthetic security, hedge, conversion
transaction or other integrated investment or risk reduction transaction.
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PROSPECTIVE INVESTORS ARE
ENCOURAGED TO CONSULT THEIR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME AND ESTATE TAX LAWS TO THEIR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR CLASS A COMMON
STOCK ARISING UNDER THE U.S. FEDERAL GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.
Non-U.S. Holder Defined
For purposes of this discussion, a “non-U.S.
holder” is a beneficial owner of our Class A common stock that is not for U.S. federal income tax purposes any of the following:
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an individual who is a citizen or resident of the United States;
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a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United
States, any state thereof or the District of Columbia;
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an estate the income of which is subject to U.S. federal income tax regardless of its source; or
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a trust (i) whose administration is subject to the primary supervision of a U.S. court and which has one or more United States persons who have
the authority to control all substantial decisions of the trust or (ii) which has made a valid election under applicable U.S. Treasury regulations to be treated as a United States person.
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If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds our Class A common stock,
the tax treatment of a partner in the partnership generally will depend upon the status of the partner and upon the activities of the partnership. Accordingly, we urge partners in partnerships (including entities treated as partnerships for U.S.
federal income tax purposes) considering the purchase of our Class A common stock to consult their tax advisors regarding the U.S. federal income tax considerations of the purchase, ownership and disposition of our Class A common stock by
such partnership.
Distributions
As described in the section entitled “Dividend Policy,” we do not plan to make any distributions on our Class A common stock for the foreseeable future. However, if we do make distributions
of cash or property on our Class A common stock, those payments will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax
principles. To the extent those distributions exceed our current and accumulated earnings and profits, the distributions will be treated as a non-taxable return of capital to the extent of the non-U.S. holder’s tax basis in our Class A
common stock and thereafter as capital gain from the sale or exchange of such Class A common stock. See “—Gain on Disposition of Class A Common Stock.” Any distribution made to a non-U.S. holder on our Class A common
stock generally will be subject to U.S. withholding tax at a rate of 30% of the gross amount of the distribution unless an applicable income tax treaty provides for a lower rate. To receive the benefit of a reduced treaty rate, a non-U.S. holder
must provide the withholding agent with an IRS Form W-8BEN (or other appropriate form) certifying qualification for the reduced rate.
Dividends paid to a non-U.S. holder that are effectively connected with a trade or business conducted by the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, are
treated as attributable to a permanent establishment maintained by the non-U.S. holder in the United States) generally will be taxed on a net income basis at the rates and in the manner generally applicable to United States persons (as defined under
the Code). Such effectively connected dividends will not be subject to U.S. withholding tax if the non-U.S. holder satisfies certain certification requirements by providing the withholding agent a properly executed IRS Form W-8ECI certifying
eligibility for exemption. If the non-U.S. holder is a foreign corporation, it may also be subject to a branch profits tax (at a 30% rate or such lower rate as specified by an applicable income tax treaty) on its effectively connected earnings and
profits (as adjusted for certain items).
Gain on Disposition of Class A Common Stock
A non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of our
Class A common stock unless:
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the non-U.S. holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year
in which the sale or disposition occurs and certain other conditions are met;
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the gain is effectively connected with a trade or business conducted by the non-U.S. holder in the United States (and, if required by an
applicable tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States); or
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our Class A common stock constitutes a U.S. real property interest by reason of our status as a United States real property holding
corporation (“USRPHC”) for U.S. federal income tax purposes.
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A non-U.S. holder described in the first bullet point above will be subject to U.S. federal
income tax at a rate of 30% (or such lower rate as specified by an applicable income tax treaty) on the amount of such gain, which generally may be offset by U.S. source capital losses.
A non-U.S. holder whose gain is described in the second bullet point above generally will be taxed on a net income basis at the rates and
in the manner generally applicable to United States persons (as defined under the Code) unless an applicable income tax treaty provides otherwise. If the non-U.S. holder is a corporation, it may also be subject to a branch profits tax (at a 30% rate
or such lower rate as specified by an applicable income tax treaty) on its effectively connected earnings and profits (as adjusted for certain items) which will include such gain.
Generally, a corporation is a USRPHC if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the
fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We believe that we currently are, and expect to remain for the foreseeable future, a USRPHC for U.S. federal income tax
purposes. However, as long as our Class A common stock is considered to be regularly traded on an established securities market, only a non-U.S. holder that actually or constructively owns or owned at any time during the shorter of the
five-year period ending on the date of the disposition or the non-U.S. holder’s holding period for the Class A common stock, more than 5% of our Class A common stock will be taxable on gain recognized on the disposition of our
Class A common stock as a result of our status as a USRPHC. If our Class A common stock were not considered to be regularly traded on an established securities market, all non-U.S. holders generally would be subject to U.S. federal income
tax on a taxable disposition of our Class A common stock, and a 10% withholding tax would apply to the gross proceeds from the sale of our Class A common stock by such non-U.S. holders.
Non-U.S. holders should consult their tax advisors with respect to the application of the foregoing rules to their ownership and
disposition of our Class A common stock.
U.S. Federal Estate Tax
Our Class A common stock beneficially owned or treated as owned by an individual who is not a citizen or resident of the United
States (as defined for U.S. federal estate tax purposes) at the time of death generally will be includable in the decedent’s gross estate for U.S. federal estate tax purposes and thus may be subject to U.S. federal estate tax, unless an
applicable estate tax treaty provides otherwise.
Backup Withholding and Information Reporting
Any dividends paid to a non-U.S. holder must be reported annually to the IRS and to the non-U.S. holder. Copies of these information
returns may be made available to the tax authorities in the country in which the non-U.S. holder resides or is established. Payments of dividends to a non-U.S. holder generally will not be subject to backup withholding if the non-U.S. holder
establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN or other appropriate version of IRS Form W-8.
Payments of the proceeds from a sale or other disposition by a non-U.S. holder of our Class A common stock effected by or through a U.S. office of a broker generally will be subject to information
reporting and backup withholding (at the applicable rate) unless the non-U.S. holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN or other appropriate version of IRS Form W-8 and certain other conditions
are met. Information reporting and backup withholding generally will not apply to any payment of the proceeds from a sale or other disposition of our Class A common stock effected outside the United States by a foreign office of a broker.
However, unless such broker has documentary evidence in its records that the holder is a non-U.S. holder and certain other conditions are met, or the non-U.S. holder otherwise establishes an exemption, information reporting will apply to a payment
of the proceeds of the disposition of our Class A common stock effected outside the United States by such a broker if it has certain relationships within the United States.
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Backup withholding is not an additional tax. Rather, the U.S. income tax liability (if any)
of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely furnished to the IRS.
Additional Withholding Requirements
Sections 1471 through 1474 of the Code, and the Treasury regulations and administrative guidance issued thereunder, impose a 30% withholding tax on any dividends on our Class A common stock and on
the gross proceeds from a disposition of our Class A common stock in each case if paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code) (including, in some cases, when
such foreign financial institution or entity is acting as an intermediary), unless (i) in the case of a foreign financial institution, such institution enters into an agreement with the U.S. government to withhold on certain payments, and to
collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign
entities with U.S. owners), (ii) in the case of a non-financial foreign entity, such entity certifies that it does not have any “substantial United States owners” (as defined in the Code) or provides the withholding agent with a
certification identifying the direct and indirect substantial United States owners of the entity, or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. Foreign
financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing these rules may be subject to different rules. Under certain circumstances, a holder might be eligible for refunds or credits
of such taxes.
Payments subject to withholding tax under this law generally include dividends paid on Class A common
stock of a U.S. corporation after June 30, 2014, and gross proceeds from sales or other dispositions of such Class A common stock after December 31, 2016. Non-U.S. holders are encouraged to consult their tax advisors regarding the
possible implications of these withholding rules.
THE FOREGOING DISCUSSION IS FOR GENERAL INFORMATION ONLY AND SHOULD NOT BE VIEWED AS TAX
ADVICE. INVESTORS CONSIDERING THE PURCHASE OF OUR CLASS A COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME AND ESTATE TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE APPLICABILITY AND
EFFECT OF U.S. FEDERAL GIFT TAX LAWS AND ANY STATE, LOCAL OR FOREIGN TAX LAWS AND TAX TREATIES.
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UNDERWRITING (CONFLICTS OF INTEREST)
Under the terms and subject to the conditions contained in an underwriting agreement dated
, 2014, we and the selling shareholders have agreed to sell to the underwriters named below, for whom Credit Suisse Securities (USA) LLC and Goldman,
Sachs & Co. are acting as representatives and the underwriters have generally agreed to purchase, the following respective numbers of shares of Class A common stock:
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Underwriter
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Number of
Shares
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Credit Suisse Securities (USA) LLC
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Goldman, Sachs & Co.
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J.P. Morgan Securities LLC
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Wells Fargo Securities, LLC
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Morgan Stanley & Co. LLC
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Raymond James & Associates, Inc.
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Tudor, Pickering, Holt & Co. Securities, Inc.
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RBC Capital Markets, LLC
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Global Hunter Securities, LLC
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Macquarie Capital (USA) Inc.
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Scotia Capital (USA) Inc.
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Simmons & Company International
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Stephens Inc.
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Total
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43,900,000
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The underwriting agreement provides that the underwriters are obligated to purchase all the shares
of Class A common stock in the offering if any are purchased, other than those shares covered by the option described below. The underwriting agreement also provides that if an underwriter defaults the purchase commitments of non-defaulting
underwriters may be increased or the offering may be terminated.
We have granted the underwriters a 30-day option to
purchase up to 6,585,000 additional shares of our Class A common stock at the initial public offering price less the underwriting discounts and commissions.
Prior to this offering, there has been no public market for our common stock. The initial public offering price has been negotiated between us, the selling shareholders and the representatives of the
underwriters. The factors that were considered in these negotiations were:
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the history of, and prospects for, us and the industry in which we compete;
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our past and present financial performance;
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an assessment of our management;
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the present state of our development;
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the prospects for our future earnings;
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the prevailing conditions of the applicable United States securities market at the time of this offering; and
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market valuations of publicly traded companies that we and the representatives of the underwriters believe to be comparable to us.
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The underwriters propose to offer the shares of Class A common stock initially at the initial public
offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $ per share. The underwriters and selling group members may allow a
discount of $ per share on sales
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to other broker/dealers. After the initial offering of the shares of Class A common stock, the underwriters may change the initial public offering price and concession and discount to
broker/dealers. The offering of the shares of our Class A common stock by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part. Sales of shares of Class A
common stock made outside of the United States may be made by affiliates of the underwriters.
The following table summarizes
the compensation and estimated expenses that we and the selling shareholders will pay:
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Per Share
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Total
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Without
Option
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With
Option
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Without
Option
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With
Option
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Underwriting Discounts and Commissions Paid by Us
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$
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$
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$
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$
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Underwriting Discounts and Commissions Paid by the Selling Shareholders
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$
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$
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$
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$
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The expenses of this offering that have been paid or are payable by us and the selling shareholders
are estimated to be approximately $4.5 million (excluding underwriting discounts and commissions). We have agreed to pay expenses incurred by the selling shareholders in connection with this offering, other than the underwriting discounts and
commissions.
Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. have informed us that they do not expect
sales to accounts over which the underwriters have discretionary authority to exceed 5% of the shares of Class A common stock being offered.
In connection with this offering, we agreed that, subject to certain exceptions, we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the SEC a
registration statement under the Securities Act relating to, any shares of our Class A common stock or securities convertible into or exchangeable or exercisable for any shares of our Class A common stock, or publicly disclose the
intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of Credit Suisse Securities (USA) LLC for a period of 180 days after the date of this prospectus.
Each of our officers and directors and NGP have agreed in connection with this offering that they will not offer, sell, contract to sell,
pledge or otherwise dispose of, directly or indirectly, any shares of our Class A common stock or securities convertible into or exchangeable or exercisable for any shares of our Class A common stock, enter into a transaction that would
have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our
Class A common stock or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the
prior written consent of Credit Suisse Securities (USA) LLC for a period of 180 days after the date of this prospectus.
Credit Suisse Securities (USA) LLC, in its sole discretion, may release the Class A common stock and other securities subject to the
lock-up agreements described above in whole or in part at any time. When determining whether or not to release the Class A common stock and other securities from lock-up agreements, Credit Suisse Securities (USA) LLC may consider, among other
factors, the holder’s reasons for requesting the release and the number of shares of Class A common stock or other securities for which the release is being requested.
The underwriters have reserved for sale at the initial public offering price up to 12.5% of the Class A common stock being offered
by this prospectus for sale to our employees, executive officers, directors, business associates and related persons who have expressed an interest in purchasing Class A common stock in the offering. The number of shares available for sale to
the general public in the offering will be reduced to the
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extent these persons purchase the reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares. Any shares
sold in the directed share program to directors and executive officers will be subject to the 180-day lock-up agreements described above.
We and the selling shareholders have agreed to indemnify the underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that
respect.
In addition, affiliates of certain of the underwriters are lenders under the amended and restated first lien
revolving credit facility with Wells Fargo Bank, National Association, as administrative agent. Certain of the underwriters or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with
their customary risk management policies. A typical such hedging strategy would include these underwriters or their affiliates hedging such exposure by entering into transactions which consist of either the purchase of credit default swaps or the
creation of short positions in our securities.
We have been approved, subject to official notice of issuance, for listing of
our Class A common stock on the New York Stock Exchange under the symbol “PE”. In order to meet one of the requirements for listing the Class A common stock on the New York Stock Exchange, the underwriters will undertake to sell
lots of 100 or more shares to a minimum of 400 beneficial owners.
The underwriters and their respective affiliates are full
service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment hedging, financing and
brokerage activities. Certain of the underwriters and their respective affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for us and for our
affiliates in the ordinary course of business for which they have received and would receive customary compensation.
A
portion of the net proceeds from this offering will be used to repay borrowings under our revolving credit facility. Because affiliates of Wells Fargo Securities, LLC and J.P. Morgan Securities LLC are a lenders under our revolving credit facility
and will receive 5% or more of the net proceeds of this offering, Wells Fargo Securities, LLC and J.P. Morgan Securities LLC are deemed to have a “conflict of interest” under FINRA Rule 5121. As a result, this offering will be conducted in
accordance with FINRA Rule 5121. Pursuant to that rule, the appointment of a “qualified independent underwriter” is not required in connection with this offering as the members primarily responsible for managing the public offering do not
have a conflict of interest, are not affiliates of any member that has a conflict of interest and meet the requirements of paragraph (f)(12)(E) of FINRA Rule 5121. Neither Wells Fargo Securities, LLC nor J.P. Morgan Securities LLC will confirm any
sales to any account over which it exercises discretionary authority without the specific written approval of the account holder. See “Summary—The Offering” and “Use of Proceeds” beginning on pages 13 and 51, respectively,
for additional information.
In the ordinary course of their various business activities, the underwriters and their
respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their
customers, and such investments and securities activities may involve long or short positions in securities and/or instruments of the issuer. The underwriters and their respective affiliates may also make investment recommendations and/or publish or
express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
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In connection with the offering the underwriters may engage in stabilizing transactions,
over-allotment transactions, syndicate covering transactions, penalty bids and passive market making in accordance with Regulation M under the Exchange Act.
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Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
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Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates
a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they
may purchase in their option to purchase additional shares. In a naked short position, the number of shares involved is greater than the number of shares in their option to purchase additional shares. The underwriters may close out any covered short
position by either exercising their option to purchase additional shares and/or purchasing shares in the open market.
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Syndicate covering transactions involve purchases of the Class A common stock in the open market after the distribution has been completed in
order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price
at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open
market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the
offering.
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Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the Class A common stock originally sold by
the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
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In passive market making, market makers in the Class A common stock who are underwriters or prospective underwriters may, subject to limitations,
make bids for or purchases of our Class A common stock until the time, if any, at which a stabilizing bid is made.
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These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our Class A common stock or preventing or retarding
a decline in the market price of the Class A common stock. As a result the price of our Class A common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the New York
Stock Exchange or otherwise and, if commenced, may be discontinued at any time.
A prospectus in electronic format may be made
available on the web sites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically.
The representative may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that
will make internet distributions on the same basis as other allocations.
Other than in the United States, no action has been
taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold,
directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will
result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the
distribution of
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this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or
a solicitation is unlawful.
Selling Restrictions
EEA restriction
In relation to each Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any shares which are the subject of the offering contemplated by this prospectus (the “Shares”) may not be
made in that Relevant Member State except that an offer to the public in that Relevant Member State of any Shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant
Member State:
(a) to legal entities which are qualified investors as defined under the Prospectus Directive;
(b) by the underwriters to fewer than 100, or, if the Relevant Member State has implemented the relevant
provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Shares shall result in a requirement for Parsley or any underwriter to publish a prospectus pursuant to Article 3 of the
Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this
provision, the expression an “offer to the public” in relation to any Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Shares to be offered
so as to enable an investor to decide to purchase any Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD
Amending Directive” means Directive 2010/73/EU.
United Kingdom
Each underwriter has represented and agreed that:
(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to Parsley; and
(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done
by it in relation to the shares in, from or otherwise involving the United Kingdom.
Notice to United Kingdom Investors
This prospectus is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons
to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The Shares are only available to, and any invitation, offer or agreement
to subscribe, purchase or otherwise acquire such Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
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Hong Kong
The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to
the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made
thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or document relating to
the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong
Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the
Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Singapore
This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this
prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA,
(ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA.
Where the shares are subscribed or purchased under Section 275 by a relevant person
which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a
trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’
rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a
relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.
Japan
The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan, or the Financial Instruments and Exchange Law, and each underwriter has agreed that it
will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the
laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments
and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.
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LEGAL MATTERS
The validity of our Class A common stock offered by this prospectus will be passed upon for us by Vinson & Elkins L.L.P.,
Houston, Texas. Certain legal matters in connection with this offering will be passed upon for the underwriters by Latham & Watkins LLP, Houston, Texas.
EXPERTS
The balance sheet of Parsley Energy,
Inc. as of December 31, 2013 has been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.
The consolidated and combined financial statements of Parsley Energy, LLC and subsidiaries as of December 31, 2013 and 2012,
and for each of the years in the three-year period ended December 31, 2013, have been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said
firm as experts in accounting and auditing.
The statements of revenues and direct operating expenses of properties acquired
by Parsley Energy, L.P. from Merit Management Partners I, L.P., Merit Management Partners II, L.P., Merit Management Partners III, L.P., Merit Management Partners IV, L.P., Merit Energy Partners III, L.P., Merit Energy Partners III-C, L.P., Merit
Energy Partners D-III, L.P., Merit Energy Partners E-III, L.P., and Merit Energy Partners F-III, L.P. for the years ended December 31, 2013 and 2012 have been included herein in reliance upon the report of KPMG LLP, independent auditors, appearing
elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.
The statements of revenues and
direct operating expenses of properties acquired by Parsley Energy, L.P. from Pacer Energy, Ltd. for the years ended December 31, 2013 have been included herein in reliance upon the report of KPMG LLP, independent auditors, appearing elsewhere
herein, and upon the authority of said firm as experts in accounting and auditing.
The information included in this
prospectus regarding estimated quantities of proved reserves, the future net revenues from those reserves and their present value as of December 31, 2013 is based on the proved reserve report prepared by Netherland Sewell & Associates,
Inc., our independent petroleum engineers. These estimates are included in this prospectus in reliance upon the authority of such firm as an expert in these matters.
The information included in this prospectus regarding estimated quantities of proved reserves included in the Pacer Acquisition, the future net revenues from those reserves and their present value as of
May 1, 2014 have been audited by Netherland Sewell & Associates, Inc., our independent petroleum engineers. These estimates are included in this prospectus in reliance upon the authority of such firm as an expert in these matters.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-1 (including the exhibits, schedules and amendments thereto) under the
Securities Act, with respect to the shares of our Class A common stock offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further
information with respect to us and the Class A common stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus as to the contents of any contract,
agreement or any other document are summaries of the material terms of this contract, agreement or other document. With respect to each of these contracts, agreements or other documents filed as an exhibit to the registration statement, reference is
made to the exhibits
162
for a more complete description of the matter involved. A copy of the registration statement, and the exhibits and schedules thereto, may be inspected without charge at the Public Reference Room
of the SEC at 100 F Street N.E., Washington, DC 20549. Copies of these materials may be obtained from such office, upon payment of a duplicating fee. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public
Reference Room. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.
As a result of this offering, we will become subject to full information requirements of the Exchange Act. We will fulfill our
obligations with respect to such requirements by filing periodic reports and other information with the SEC. We intend to furnish our shareholders with annual reports containing financial statements certified by an independent public accounting
firm.
163
I
NDEX TO FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
Page
|
|
|
PARSLEY ENERGY, INC.
|
|
|
|
|
|
Pro Forma Consolidated and Combined Financial Statements (Unaudited)
|
|
|
|
|
|
Introduction
|
|
|
F-2
|
|
|
Balance sheet as of March 31, 2014
|
|
|
F-4
|
|
|
Statement of operations for the year ended December 31, 2013
|
|
|
F-5
|
|
|
Statement of operations for the three months ended March 31, 2014
|
|
|
F-6
|
|
|
Notes to unaudited pro forma consolidated and combined financial data
|
|
|
F-7
|
|
|
Historical Balance Sheet
|
|
|
|
|
|
Report of independent registered public accounting firm
|
|
|
F-14
|
|
|
Balance sheet as of March 31, 2014
|
|
|
F-15
|
|
|
Notes to balance sheet
|
|
|
F-16
|
|
|
PARSLEY ENERGY, LLC
|
|
|
|
|
|
Condensed Consolidated and Combined Financial Statements for the Three Months Ended March 31, 2014
(Unaudited)
|
|
|
|
|
|
Balance sheets as of March 31, 2014 and December 31, 2013
|
|
|
F-17
|
|
|
Statements of operations for the three months ended March 31, 2014 and 2013
|
|
|
F-18
|
|
|
Statements of changes in members’ equity for the three months ended March 31,
2014
|
|
|
F-19
|
|
|
Statements of cash flows for the three months ended March 31, 2014 and 2013
|
|
|
F-20
|
|
|
Notes to condensed consolidated and combined financial statements
|
|
|
F-21
|
|
|
Consolidated and Combined Financial Statements for the Years Ended December 31, 2013, 2012 and 2011.
|
|
|
|
|
|
Report of independent registered public accounting firm
|
|
|
F-37
|
|
|
Balance sheets as of December 31, 2013 and 2012
|
|
|
F-38
|
|
|
Statements of operations for the years ended December 31, 2013, 2012 and 2011
|
|
|
F-39
|
|
|
Statements of changes in members’ equity for the years ended December 31, 2013, 2012 and 2011
|
|
|
F-40
|
|
|
Statements of cash flows for the years ended December 31, 2013, 2012 and 2011
|
|
|
F-41
|
|
|
Notes to consolidated and combined financial statements
|
|
|
F-42
|
|
|
MERIT ASSETS ACQUISITION
|
|
|
|
|
|
Historical Financial Statements
|
|
|
|
|
|
Report of independent registered public accounting firm
|
|
|
F-71
|
|
|
Statements of revenues and direct operating expenses for the years ended December
31, 2013 and 2012
|
|
|
F-72
|
|
|
Notes to statements of revenues and direct operating expenses
|
|
|
F-73
|
|
|
PACER ASSETS ACQUISITION
|
|
|
|
|
|
Historical Financial Statements
|
|
|
|
|
|
Report of independent registered public accounting firm
|
|
|
F-77
|
|
|
Statements of revenues and direct operating expenses for the year ended December
31, 2013 and the three months ended March 31, 2014
|
|
|
F-78
|
|
|
Notes to statements of revenues and direct operating expenses
|
|
|
F-79
|
|
F-1
PARSLEY ENERGY, INC.
PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(Unaudited)
Introduction
Parsley Energy, Inc. (the “Company”) is a newly-formed Delaware corporation formed by Parsley Energy, LLC (“Parsley
Energy”) to engage in the acquisition, development, and exploitation of unconventional oil and natural gas reserves in the Permian Basin in West Texas. The following unaudited pro forma consolidated and combined financial statements of the
Company reflect the historical consolidated and combined results of Parsley Energy, on a pro forma basis to give effect to the following transactions, which are described in further detail below, as if they had occurred on March 31, 2014, for
pro forma balance sheet purposes, and on January 1, 2013, for pro forma income statement purposes:
|
|
•
|
|
in the case of the unaudited consolidated and combined pro forma statements of operations data, the Merit Acquisition as described in Note 5 to the
historical consolidated and combined financial statements of Parsley Energy elsewhere in this prospectus;
|
|
|
•
|
|
the Pacer Acquisition as described under “Recent Developments—Recent Acquisitions” elsewhere in this prospectus;
|
|
|
•
|
|
in the case of the unaudited consolidated and combined pro forma statements of operations data, the repayment in full and termination of our second
lien credit facility and the repayment of amounts drawn under our revolving credit facility with the proceeds of our February 2014 senior unsecured notes offering;
|
|
|
•
|
|
the repayment of amounts drawn under our revolving credit facility with the proceeds of our April 2014 senior unsecured notes offering;
|
|
|
•
|
|
the Corporate Reorganization described under “Corporate Reorganization” elsewhere in this prospectus;
|
|
|
•
|
|
the initial public offering of shares of common stock and the use of the net proceeds therefrom as described in “Use of Proceeds” (the
“Offering”). For purposes of the unaudited pro forma consolidated and combined financial statements, the Offering is defined as the planned issuance and sale to the public of 36,363,636 shares of Class A common stock of the Company as
contemplated by this prospectus and the application by the Company of the net proceeds from such issuance as described in “Use of Proceeds.” The net proceeds from the sale of the Class A common stock are expected to be $562.5 million
(based on an assumed initial public offering price of $16.50 the midpoint of the range set forth on the cover of this prospectus), net of underwriting discounts of $33.0 million and other offering costs of $4.5 million (of which $2.5 million had
been paid prior to or on March 31, 2014); and
|
|
|
•
|
|
in the case of the unaudited consolidated and combined pro forma statements of operations data, a provision for corporate income taxes at an effective
rate of 36%, inclusive of all U.S. federal, state and local income taxes.
|
The unaudited pro forma
consolidated and combined balance sheet of the Company is based on the historical consolidated and combined balance sheet of Parsley Energy as of March 31, 2014 and includes pro forma adjustments to give effect to the described transactions as
if they had occurred on March 31, 2014. The unaudited pro forma consolidated and combined statements of operations of the Company are based on (i) the audited historical consolidated and combined statement of operations of Parsley Energy
for the year ended December 31, 2013, and the unaudited historical consolidated and combined statement of operations of Parsley Energy for the three months ended March 31, 2014, both having been adjusted to give effect to the described
transactions as if they occurred on January 1, 2013, and (ii) the historical accounting records of Parsley Energy.
The unaudited pro forma consolidated and combined financial statements have been prepared on the basis that the Company will be taxed as
a corporation under the Internal Revenue Code of 1986, as amended, and as a
F-2
PARSLEY ENERGY, INC.
PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(Unaudited)
result, will become a tax-paying entity subject to U.S. federal and state income taxes, and should be read in conjunction with “Corporate Reorganization,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and with the audited historical consolidated and combined financial statements and related notes of Parsley Energy, included elsewhere in this prospectus.
The pro forma data presented reflect events directly attributable to the described transactions and certain assumptions the Company
believes are reasonable. The pro forma data are not necessarily indicative of financial results that would have been attained had the described transactions occurred on the dates indicated below or which could be achieved in the future because they
necessarily exclude various operating expenses, such as incremental general and administrative expenses associated with being a public company. The adjustments are based on currently available information and certain estimates and assumptions.
Therefore, the actual adjustments may differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro
forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma consolidated and combined financial statements.
The unaudited pro forma consolidated and combined financial statements and related notes are presented for illustrative purposes only. If the Offering and other transactions contemplated herein had
occurred in the past, the Company’s operating results might have been materially different from those presented in the unaudited pro forma consolidated and combined financial statements. The unaudited pro forma consolidated and combined
financial statements should not be relied upon as an indication of operating results that the Company would have achieved if the Offering and other transactions contemplated herein had taken place on the specified date. In addition, future results
may vary significantly from the results reflected in the unaudited pro forma consolidated and combined statements of operations and should not be relied on as an indication of the future results the Company will have after the completion of the
Offering and the other transactions contemplated by these unaudited pro forma consolidated and combined financial statements.
F-3
PARSLEY ENERGY, INC.
PRO FORMA CONSOLIDATED AND COMBINED BALANCE SHEET
MARCH 31, 2014
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parsley Energy,
LLC Historical
|
|
|
Pacer
Acquisition
|
|
|
Debt
Refinancing
|
|
|
|
|
|
Corporate
Reorganization
|
|
|
|
|
|
Offering
|
|
|
|
|
|
Pro Forma
|
|
|
|
|
|
|
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
2,398
|
|
|
$
|
—
|
|
|
$
|
25,090
|
|
|
|
(b
|
)
|
|
$
|
(5,608
|
)
|
|
|
(c
|
)
|
|
$
|
565,000
|
|
|
|
(f
|
)
|
|
$
|
421,598
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(165,282
|
)
|
|
|
(g
|
)
|
|
|
|
|
|
Accounts receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint interest owners and other
|
|
|
112,375
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
112,375
|
|
|
Oil and gas
|
|
|
24,892
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
24,892
|
|
|
Related parties
|
|
|
501
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
501
|
|
|
Short-term derivative instruments
|
|
|
8,138
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
8,138
|
|
|
Materials and supplies
|
|
|
3,482
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
3,482
|
|
|
Other current assets
|
|
|
1,021
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
1,021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
152,807
|
|
|
|
—
|
|
|
|
25,090
|
|
|
|
|
|
|
|
(5,608
|
)
|
|
|
|
|
|
|
265,918
|
|
|
|
|
|
|
|
572,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROPERTY, PLANT AND EQUIPMENT, AT COST
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas properties, successful efforts method
|
|
|
715,555
|
|
|
|
165,438
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
880,993
|
|
|
Accumulated depreciation, depletion and amortization
|
|
|
(53,008
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
(53,008
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total oil and natural gas properties, net
|
|
|
662,547
|
|
|
|
165,438
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
827,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other property, plant and equipment, net
|
|
|
7,940
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
7,940
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property, plant and equipment, net
|
|
|
670,487
|
|
|
|
165,438
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
835,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONCURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term derivative instruments
|
|
|
21,498
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
21,498
|
|
|
Equity investment
|
|
|
1,893
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
1,893
|
|
|
Deferred loan costs, net
|
|
|
10,800
|
|
|
|
—
|
|
|
|
3,160
|
|
|
|
(b
|
)
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
13,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noncurrent assets
|
|
|
34,191
|
|
|
|
—
|
|
|
|
3,160
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
37,351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
857,485
|
|
|
$
|
165,438
|
|
|
$
|
28,250
|
|
|
|
|
|
|
$
|
(5,608
|
)
|
|
|
|
|
|
$
|
399,718
|
|
|
|
|
|
|
$
|
1,445,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND MEMBERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
163,876
|
|
|
$
|
—
|
|
|
$
|
2,250
|
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
166,126
|
|
|
Revenue and severance taxes payable
|
|
|
29,356
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
29,356
|
|
|
Current portion of long-term debt
|
|
|
402
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
402
|
|
|
Short-term derivative instruments
|
|
|
4,443
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
4,443
|
|
|
Amounts due related parties
|
|
|
212
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
198,289
|
|
|
|
—
|
|
|
|
2,250
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
200,539
|
|
|
NONCURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
532,673
|
|
|
|
165,282
|
|
|
|
26,000
|
|
|
|
(b
|
)
|
|
|
—
|
|
|
|
|
|
|
|
(165,282
|
)
|
|
|
(g
|
)
|
|
|
558,673
|
|
|
Asset retirement obligations
|
|
|
9,264
|
|
|
|
156
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
9,420
|
|
|
Deferred tax liability
|
|
|
3,117
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
38,099
|
|
|
|
(d
|
)
|
|
|
—
|
|
|
|
|
|
|
|
41,216
|
|
|
Payable pursuant to tax receivable agreement
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
28,891
|
|
|
|
(e
|
)
|
|
|
—
|
|
|
|
|
|
|
|
28,891
|
|
|
Long-term derivative instruments
|
|
|
3,599
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
3,599
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noncurrent liabilities
|
|
|
548,653
|
|
|
|
165,438
|
|
|
|
26,000
|
|
|
|
|
|
|
|
66,990
|
|
|
|
|
|
|
|
(165,282
|
)
|
|
|
|
|
|
|
641,799
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MEZZANINE EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable LLC Interests
|
|
|
78,880
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
(78,880
|
)
|
|
|
(c
|
)
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
MEMBERS’ EQUITY
|
|
|
31,663
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
(31,663
|
)
|
|
|
(c
|
)
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
433
|
|
|
|
(c
|
)
|
|
|
364
|
|
|
|
(f
|
)
|
|
|
797
|
|
|
Class B
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
321
|
|
|
|
(c
|
)
|
|
|
—
|
|
|
|
|
|
|
|
321
|
|
|
Additional paid-in capital
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
104,181
|
|
|
|
(c
|
)
|
|
|
564,636
|
|
|
|
(f
|
)
|
|
|
450,702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38,099
|
)
|
|
|
(d
|
)
|
|
|
(192,271
|
)
|
|
|
(f
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(28,891
|
)
|
|
|
(e
|
)
|
|
|
41,146
|
|
|
|
(h
|
)
|
|
|
|
|
|
Accumulated deficit
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
(41,146
|
)
|
|
|
(h
|
)
|
|
|
(41,146
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders’ equity
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
37,945
|
|
|
|
|
|
|
|
372,729
|
|
|
|
|
|
|
|
410,674
|
|
|
Noncontrolling interest
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
192,271
|
|
|
|
|
|
|
|
192,271
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
31,663
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
6,282
|
|
|
|
|
|
|
|
565,000
|
|
|
|
|
|
|
|
602,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND EQUITY
|
|
$
|
857,485
|
|
|
$
|
165,438
|
|
|
$
|
28,250
|
|
|
|
|
|
|
$
|
(5,608
|
)
|
|
|
|
|
|
$
|
399,718
|
|
|
|
|
|
|
$
|
1,445,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited pro forma consolidated and combined
financial statements.
F-4
PARSLEY ENERGY, INC.
PRO FORMA CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2013
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parsley Energy, LLC
Historical
|
|
|
Merit
Acquisition
|
|
|
|
|
|
Pacer
Acquisition
|
|
|
|
|
|
Debt
Refinancing
|
|
|
|
|
|
Corporate
Reorganization
|
|
|
|
|
|
Offering
|
|
|
|
|
|
Pro Forma
|
|
|
|
|
|
|
|
(a)
|
|
|
|
|
|
(f)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil sales
|
|
$
|
97,839
|
|
|
$
|
9,643
|
|
|
|
|
|
|
$
|
6,741
|
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
114,223
|
|
|
Natural gas and natural gas liquid sales
|
|
|
23,179
|
|
|
|
4,279
|
|
|
|
|
|
|
|
1,762
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
29,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
121,018
|
|
|
|
13,922
|
|
|
|
|
|
|
|
8,503
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
143,443
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
|
16,572
|
|
|
|
392
|
|
|
|
|
|
|
|
140
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
17,104
|
|
|
Production and ad valorem taxes
|
|
|
7,081
|
|
|
|
765
|
|
|
|
|
|
|
|
443
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
8,289
|
|
|
Depreciation, depletion and amortization
|
|
|
28,152
|
|
|
|
1,733
|
|
|
|
(b)
|
|
|
|
5,321
|
|
|
|
(g)
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
35,206
|
|
|
General and administrative expenses
|
|
|
16,481
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
16,481
|
|
|
Accretion of asset retirement obligations
|
|
|
181
|
|
|
|
10
|
|
|
|
(c)
|
|
|
|
1
|
|
|
|
(h)
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
68,467
|
|
|
|
2,900
|
|
|
|
|
|
|
|
5,905
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
77,272
|
|
|
Gain on sales of oil and natural gas properties
|
|
|
36
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME
|
|
|
52,587
|
|
|
|
11,022
|
|
|
|
|
|
|
|
2,598
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
66,207
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(13,714)
|
|
|
|
(6,000)
|
|
|
|
(d)
|
|
|
|
(5,471)
|
|
|
|
(i)
|
|
|
|
(22,381)
|
|
|
|
(k)
|
|
|
|
—
|
|
|
|
|
|
|
|
5,471
|
|
|
|
(n)
|
|
|
|
(42,095)
|
|
|
Income from equity investment
|
|
|
184
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
184
|
|
|
Derivative loss
|
|
|
(9,800)
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
(9,800)
|
|
|
Other income (expense)
|
|
|
159
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net
|
|
|
(23,171)
|
|
|
|
(6,000)
|
|
|
|
|
|
|
|
(5,471)
|
|
|
|
|
|
|
|
(22,381)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
5,471
|
|
|
|
|
|
|
|
(51,552)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAXES
|
|
|
29,416
|
|
|
|
5,022
|
|
|
|
|
|
|
|
(2,873)
|
|
|
|
|
|
|
|
(22,381)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
5,471
|
|
|
|
|
|
|
|
14,655
|
|
|
INCOME TAX EXPENSE
|
|
|
(1,906)
|
|
|
|
(128)
|
|
|
|
(e)
|
|
|
|
(79)
|
|
|
|
(j)
|
|
|
|
—
|
|
|
|
|
|
|
|
(2,475)
|
|
|
|
(l)
|
|
|
|
(655)
|
|
|
|
(n)
|
|
|
|
(5,243)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
|
27,510
|
|
|
|
4,894
|
|
|
|
|
|
|
|
(2,952)
|
|
|
|
|
|
|
|
(22,381)
|
|
|
|
|
|
|
|
(2,475)
|
|
|
|
|
|
|
|
4,816
|
|
|
|
|
|
|
|
9,412
|
|
|
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
(3,599)
|
|
|
|
(m)
|
|
|
|
(3,599)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME ATTRIBUTABLE TO STOCKHOLDERS
|
|
$
|
27,510
|
|
|
$
|
4,894
|
|
|
|
|
|
|
$
|
(2,952)
|
|
|
|
|
|
|
$
|
(22,381)
|
|
|
|
|
|
|
$
|
(2,475)
|
|
|
|
|
|
|
$
|
1,217
|
|
|
|
|
|
|
$
|
5,813
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME PER COMMON SHARE (o)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.07
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (o)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79,628
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111,714
|
|
The accompanying notes are an integral part of these unaudited pro forma consolidated and combined
financial statements.
F-5
PARSLEY ENERGY, INC.
PRO FORMA CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2014
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parsley Energy, LLC
Historical
|
|
|
Pacer
Acquisition
|
|
|
|
|
|
Debt
Refinancing
|
|
|
|
|
|
Corporate
Reorganization
|
|
|
|
|
|
Offering
|
|
|
|
|
|
Pro Forma
|
|
|
|
|
|
|
|
(f)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil sales
|
|
$
|
45,828
|
|
|
$
|
3,966
|
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
49,794
|
|
|
Natural gas and natural gas liquid sales
|
|
|
11,902
|
|
|
|
1,369
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
13,271
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
57,730
|
|
|
|
5,335
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
63,065
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
|
7,018
|
|
|
|
199
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
7,217
|
|
|
Production and ad valorem taxes
|
|
|
2,972
|
|
|
|
295
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
3,267
|
|
|
Depreciation, depletion and amortization
|
|
|
18,392
|
|
|
|
2,372
|
|
|
|
(g)
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
20,764
|
|
|
General and administrative expenses
|
|
|
8,155
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
8,155
|
|
|
Accretion of asset retirement obligations
|
|
|
92
|
|
|
|
2
|
|
|
|
(h)
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
36,629
|
|
|
|
2,868
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
39,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME
|
|
|
21,101
|
|
|
|
2,467
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
23,568
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(7,982)
|
|
|
|
(1,368)
|
|
|
|
(i)
|
|
|
|
(2,604)
|
|
|
|
(p)
|
|
|
|
—
|
|
|
|
|
|
|
|
1,368
|
|
|
|
(n)
|
|
|
|
(10,532)
|
|
|
Prepayment premium on extinguishment of debt
|
|
|
(5,107)
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
(5,107)
|
|
|
Income from equity investment
|
|
|
119
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
119
|
|
|
Derivative loss
|
|
|
(5,676)
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
(5,676)
|
|
|
Other income (expense)
|
|
|
19
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net
|
|
|
(18,573)
|
|
|
|
(1,368)
|
|
|
|
|
|
|
|
(2,604)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
1,368
|
|
|
|
|
|
|
|
(21,177)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAXES
|
|
|
2,528
|
|
|
|
1,099
|
|
|
|
|
|
|
|
(2,604)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,391
|
|
|
INCOME TAX EXPENSE
|
|
|
(545)
|
|
|
|
(48)
|
|
|
|
(j)
|
|
|
|
—
|
|
|
|
|
|
|
|
(151)
|
|
|
|
(l)
|
|
|
|
(298)
|
|
|
|
(n)
|
|
|
|
(1,042)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
|
1,983
|
|
|
|
1,051
|
|
|
|
|
|
|
|
(2,604)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
1,070
|
|
|
|
|
|
|
|
1,349
|
|
|
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
(516)
|
|
|
|
(m)
|
|
|
|
(516)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME ATTRIBUTABLE TO STOCKHOLDERS
|
|
$
|
1,983
|
|
|
$
|
1,051
|
|
|
|
|
|
|
|
(2,604)
|
|
|
|
|
|
|
$
|
(151)
|
|
|
|
|
|
|
$
|
554
|
|
|
|
|
|
|
$
|
833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME PER COMMON SHARE (o)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.01
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (o)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79,628
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111,714
|
|
The accompanying notes are an integral part of these unaudited pro forma consolidated and combined
financial statements.
F-6
PARSLEY ENERGY, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION, THE OFFERING AND OTHER TRANSACTIONS
The historical financial information is derived from the consolidated and combined financial statements of Parsley Energy included
elsewhere in this prospectus. For purposes of the unaudited pro forma consolidated and combined balance sheet, it is assumed that the transactions had taken place on March 31, 2014. For purposes of the unaudited pro forma consolidated and combined
statements of operations, it is assumed all transactions had taken place on January 1, 2013.
Upon closing of the
Offering, the Company expects to incur direct, incremental general and administrative expenses as a result of being a publicly traded company, including, but not limited to, costs associated with annual and quarterly reports to stockholders, tax
return preparation, independent auditor fees, investor relations activities, registrar and transfer agent fees, incremental director and officer liability insurance costs, and independent director compensation. The Company estimates these direct,
incremental general and administrative expenses initially will total approximately $2.0 million per year. These direct, incremental general and administrative expenditures are not reflected in the historical consolidated and combined financial
statements or in the unaudited pro forma financial statements.
Parsley Energy, Inc. was incorporated by Parsley Energy,
LLC (“Parsley Energy”) as a Delaware corporation in December 2013. Following this offering and the transactions related thereto, Parsley Energy, Inc. will be a holding company whose sole material asset will consist of a membership interest
in Parsley Energy. Parsley Energy owns all of the outstanding equity interests in Parsley Energy, L.P. (“Parsley LP”), Parsley Energy Management, LLC (“PEM”) and Parsley Energy Operations, LLC (“PEO”), the operating
subsidiaries through which we operate our assets. After the consummation of the transactions contemplated by this prospectus, Parsley Energy, Inc. will be the sole managing member of Parsley Energy and will be responsible for all operational,
management and administrative decisions relating to Parsley Energy’s business and will consolidate the financial results of Parsley Energy and its subsidiaries. The Limited Liability Company Agreement of Parsley Energy, LLC will be amended and
restated as the First Amended and Restated Limited Liability Company Agreement of Parsley Energy, LLC (the “Parsley Energy LLC Agreement”) to, among other things, admit Parsley Energy, Inc. as the sole managing member of Parsley Energy.
In connection with this offering, (a) all of the membership interests (including outstanding incentive units) in Parsley
Energy held by its existing owners, including NGP X US Holdings, L.P. (“NGP”) and all of our executive officers (the “Existing Owners”), will be converted into a single class of units in Parsley Energy (“PE Units”)
using an implied equity valuation for Parsley Energy prior to the offering based on the initial public offering price to the public for our Class A common stock set forth on the cover page of this prospectus and the current relative levels of
ownership in Parsley Energy, (b) certain of the Existing Owners, including NGP, will contribute all of their PE Units to Parsley Energy, Inc. in exchange for an equal number of shares of Class A common stock, (c) certain of the Existing Owners,
including our executive officers, will contribute only a portion of their PE Units to Parsley Energy, Inc. in exchange for an equal number of shares of Class A common stock and will continue to own a portion of the PE Units following this offering,
(d) Parsley Energy Employee Holdings, LLC, an entity owned by certain of our officers and employees formed to hold a portion of the incentive units in Parsley Energy, will merge with and into Parsley Energy, Inc., with Parsley Energy, Inc. surviving
the merger, and the members of Parsley Energy Employee Holdings, LLC will receive shares of Class A common stock in the merger, (e) Parsley Energy, Inc. will issue and contribute 32,086,042 shares of its Class B common stock and all of the net
proceeds of this offering to Parsley Energy in exchange for 79,627,508 PE Units, and (f) Parsley Energy will distribute to each of the Existing Owners that will continue to own PE Units following this offering (collectively, the “PE Unit
Holders”), one share of Class B common stock for each PE Unit such PE Unit Holder holds. After giving effect to these transactions and the offering contemplated by this
F-7
PARSLEY ENERGY, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
prospectus, Parsley Energy, Inc. will own an approximate 71.3% interest in Parsley Energy (or 72.9% if the underwriters’ option to purchase additional shares is exercised in full) and the PE
Unit Holders will own an approximate 28.7% interest in Parsley Energy (or 27.1% if the underwriters’ option to purchase additional shares is exercised in full).
Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by shareholders generally. Holders of Class A common stock and Class B
common stock will vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or by our certificate of incorporation. We do not intend to list Class B common
stock on any stock exchange.
The PE Unit Holders will have the right to exchange (the “Exchange Right”) all or a
portion of their PE Units (together with a corresponding number of shares of Class B common stock) for Class A common stock (or cash at our election (the “Cash Option”)) at an exchange ratio of one share of Class A common stock
for each PE Unit (and corresponding share of Class B common stock) exchanged subject to adjustment as described under “Certain Relationships and Related Party Transactions—Parsley Energy LLC Agreement.” In addition, the PE Unit
Holders and NGP will have the right, under certain circumstances, to cause us to register the offer and resale of their shares of Class A common stock as described under “Certain Relationships and Related Party
Transactions—Registration Rights Agreement.”
We will enter into a Tax Receivable Agreement with Parsley Energy and
the PE Unit Holders. This agreement generally will provide for the payment by Parsley Energy, Inc. to an exchanging PE Unit Holder of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that Parsley
Energy, Inc. actually realizes (or is deemed to realize in certain circumstances) in periods after this offering as a result of (i) the tax basis increases resulting from the exchange of PE Units for shares of Class A common stock pursuant
to the Exchange Right (or resulting from an exchange of PE Units for cash pursuant to the Cash Option) and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, any payments we make under the Tax
Receivable Agreement. Parsley Energy, Inc. will retain the benefit of the remaining 15% of these cash savings. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”
The step-up in basis will depend on the fair value of the PE Units at the time of each exchange. There is no intent of the holders of PE
Units to exchange their units for shares of the Company’s common stock in the foreseeable future. In addition, the Company does not expect to be in a tax paying position before
. Therefore, the Company cannot presently estimate what the benefit or payments under the Tax Receivable Agreement will be on a factually supportable basis. If the Tax
Receivable Agreement were terminated immediately after the Offering, the Company estimates it would be required to make an early termination payment of approximately $160.4 million to the PE Unit Holders.
F-8
PARSLEY ENERGY, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
NOTE 2. PRO FORMA ADJUSTMENTS AND ASSUMPTIONS
The Company made the following adjustments and assumptions in the preparation of the unaudited pro forma consolidated and combined balance
sheet:
|
(a)
|
Adjustments reflect the Pacer Acquisition using borrowings under our revolving credit facility. A summary of the consideration paid and the fair value of the assets and
liabilities acquired is as follows (in thousands):
|
|
|
|
|
|
|
|
Cash paid
|
|
$
|
165,282
|
|
|
|
|
|
|
|
|
Fair Value of oil and natural gas properties
|
|
|
|
|
|
Unevaluated properties
|
|
$
|
136,912
|
|
|
Proved properties
|
|
|
28,526
|
|
|
Asset retirement obligation assumed
|
|
|
(156)
|
|
|
|
|
|
|
|
|
Total net assets acquired
|
|
$
|
165,282
|
|
|
|
|
|
|
|
|
(b)
|
Adjustments to reflect the issuance on April 17, 2014 of $150.0 million of 7.5% senior unsecured notes due February 15, 2022 at 104% of par for gross
proceeds of $156.0 million. The issuance of these notes resulted in net proceeds, after offering expenses, of approximately $152.8 million, $130.0 million of which was used to repay all outstanding borrowings (as of March 31, 2014) on the
revolving credit agreement.
|
|
(c)
|
Reflects (1) the issuance of 43.3 million shares of Class A common stock to certain holders of PE Units, including NGP, in exchange for their PE Units,
(2) the issuance of 32.1 million shares of Class B common stock to Parsley Energy, (3) the effective termination of the redemption rights held by certain interest holders and (4) the cash payment of approximately $5.6 million to
holders of mezzanine equity interests in Parsley Energy that will be converted to PE Units.
|
|
(d)
|
Reflects estimated change in long-term deferred tax liabilities for temporary differences between the historical cost basis and tax basis of the Company’s assets
and liabilities as the result of its change in tax status to a subchapter C corporation.
|
|
(e)
|
Reflects the effect of the tax receivable agreement on our consolidated and combined balance sheet as a result of the Company’s purchase of PE Units from Parsley
Energy. Pursuant to the tax receivable agreement, the Company will be required to make cash payments to our existing owners equal to 85% of the amount of cash savings, if any, in U.S. federal, state and local tax that the Company actually realizes,
or in some circumstances is deemed to realize, as a result of certain future tax benefits to which the Company may become entitled. These tax benefit payments are not necessarily conditioned upon one or more of the existing owners maintaining a
continued ownership interest in either Parsley Energy or the Company. The Company expects to benefit from the remaining 15% of cash savings, if any, that it may actually realize.
|
|
(f)
|
Reflects estimated gross proceeds of $600.0 million from the issuance and sale of 36,363,636 shares of common stock at an assumed initial public offering price of
$16.50 per share, net of underwriting discounts and commissions of $33.0 million, in the aggregate, and additional estimated expenses related to the Offering of approximately $2.0 million. Upon completion of the Offering, the noncontrolling interest
will be 28.7%. Pro forma cash and cash equivalents includes $132.8 million of the net proceeds of the Offering that the Company intends to use to fund the OGX Acquisition and related fees and expenses.
|
|
(g)
|
Reflects the use of a portion of the net proceeds from the Offering to repay approximately $165.3 million of outstanding borrowings under Parsley Energy’s
revolving credit facility.
|
|
(h)
|
Reflects additional incentive unit compensation expense as a result of acceleration of vesting and settlement of incentive units as a result of the Offering. A
corresponding charge to earnings has not been reflected in the unaudited pro forma statement of operations as the charge is considered non-recurring.
|
F-9
PARSLEY ENERGY, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The Company made the following adjustments and assumptions in the preparation of the
unaudited pro forma consolidated and combined statement of operations:
|
(a)
|
Unless otherwise noted, adjustments reflect the historical statements of revenues and direct operating expenses from the assets acquired and liabilities assumed in the
Merit Acquisition, as included elsewhere in this prospectus.
|
|
(b)
|
Adjustment reflects additional depreciation, depletion and amortization expense that would have been recorded with respect to the assets acquired in the Merit
Acquisition, had such acquisition occurred on January 1, 2013.
|
|
(c)
|
Adjustment reflects additional accretion of asset retirement obligation expense that would have been recorded with respect to the asset retirement obligation assumed in
the Merit Acquisition, had such acquisition occurred on January 1, 2013.
|
|
(d)
|
Adjustment reflects additional interest expense that would have been incurred with respect to borrowings in connection with the Merit Acquisition, had such acquisition
occurred on January 1, 2013.
|
|
(e)
|
Adjustment reflects additional Texas franchise taxes that would have been incurred in connection with the Merit Acquisition, had such acquisition occurred on January 1,
2013.
|
|
(f)
|
Unless otherwise noted, adjustments reflect the historical statements of revenues and direct operating expenses from the assets acquired and liabilities assumed in the
Pacer Acquisition, as included elsewhere in this prospectus.
|
|
(g)
|
Adjustment reflects additional depreciation, depletion and amortization expense that would have been recorded with respect to the assets acquired in the Pacer
Acquisition, had such acquisition occurred on January 1, 2013.
|
|
(h)
|
Adjustment reflects additional accretion of asset retirement obligation expense that would have been recorded with respect to the asset retirement obligation assumed in
the Pacer Acquisition, had such acquisition occurred on January 1, 2013.
|
|
(i)
|
Adjustment reflects additional interest expense that would have been incurred with respect to borrowings in connection with the Pacer Acquisition, had such acquisition
occurred on January 1, 2013.
|
|
(j)
|
Adjustment reflects additional Texas franchise taxes that would have been incurred in connection with the Pacer Acquisition, had such acquisition occurred on January 1,
2013.
|
|
(k)
|
Reflects the addition of approximately $42.0 million of interest expense and amortization of debt discount and offering expenses associated with Parsley Energy LLC and
Parsley Finance Corp.’s 7.5% senior unsecured notes issued in February 2014 and April 2014 for the year ended December 31, 2013, net of the elimination of $19.6 million of interest expense and amortization of debt issue costs for the
year ended December 31, 2013, related to repayments of Parsley Energy’s second lien credit agreement and borrowings under Parsley LP’s revolving credit agreement.
|
|
(l)
|
Reflects estimated incremental income tax provision associated with the Company’s historical results of operations assuming the Company’s earnings had been
subject to federal income tax as a subchapter C corporation using a statutory tax rate of approximately 36%. This rate is inclusive of U.S. federal and state income taxes.
|
|
(m)
|
Reflects the reduction in consolidated and combined net income attributable to noncontrolling interest for the Parsley Energy’s historical results of operations.
Upon completion of the Corporate Reorganization, the noncontrolling interest will be approximately 28.7%.
|
F-10
PARSLEY ENERGY, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
|
(n)
|
Reflects (1) the reduction in interest expense under Parsley Energy’s revolving credit agreement, partially offset by an increase in unused commitment fees,
as a result of the repayment of $165.3 million of outstanding borrowings in connection with the Offering and (2) the associated income tax benefit from this reduction. On a pro forma basis, there would have been no outstanding borrowings under
Parsley Energy’s revolving credit facility as of January 1, 2013.
|
|
(o)
|
Reflects basic and diluted income per common share for the issuance of shares of common stock in the Corporate Reorganization. Please read “Note 3. Pro Forma
Earnings Per Share” for additional discussion.
|
|
(p)
|
Reflects the addition of approximately $10.5 million of interest expense and amortization of debt discount and offering expenses associated with Parsley Energy LLC and
Parsley Finance Corp.’s 7.5% senior unsecured notes issued in February 2014 and April 2014 for the three months ended March 31, 2014, net of the elimination of $7.9 million of interest expense and amortization of debt issue costs for the three
months ended March 31, 2014, related to repayments of Parsley Energy’s borrowings under Parsley LP’s revolving credit agreement.
|
NOTE 3. PRO FORMA EARNINGS PER SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
March 31,
2014
|
|
|
Year ended
December 31,
2013
|
|
|
|
|
(in thousands, except per share amounts)
|
|
|
Basics EPS
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
Basic net income attributable to stockholders
|
|
$
|
833
|
|
|
$
|
5,813
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding
|
|
|
79,628
|
|
|
|
79,628
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS attributable to stockholders
|
|
$
|
0.01
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
Net income attributable to stockholders
|
|
$
|
833
|
|
|
$
|
5,813
|
|
|
Effect of conversion of the shares of Company’s Class B common stock to shares of the Company’s Class A common
stock
|
|
|
335
|
|
|
|
2,339
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income attributable to stockholders
|
|
$
|
1,168
|
|
|
$
|
8,152
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding
|
|
|
79,628
|
|
|
|
79,628
|
|
|
Effect of conversion of the shares of Company’s Class B common stock to shares of the Company’s Class A common
stock
|
|
|
32,086
|
|
|
|
32,086
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average shares outstanding
|
|
|
111,714
|
|
|
|
111,714
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS attributable to stockholders
|
|
$
|
0.01
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
|
|
F-11
PARSLEY ENERGY, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
NOTE 4. SUPPLEMENTARY DISCLOSURE OF OIL AND NATURAL GAS OPERATIONS
The following pro forma standardized measure of the discounted net future cash flows and changes applicable to the
Parsley Energy’s proved reserves reflect the effect of income taxes assuming Parsley Energy’s standardized measure had been subject to federal and state income tax as a subchapter C corporation. The future cash flows are discounted at
10% per year and assume continuation of existing economic conditions.
The standardized measure of discounted future net
cash flows, in management’s opinion, should be examined with caution. The basis for this table is the reserve studies prepared by independent petroleum engineering consultants, which contain imprecise estimates of quantities and rates of
production of reserves. Revisions of previous year estimates can have a significant impact on these results. Also, exploration costs in one year may lead to significant discoveries in later years and may significantly change previous estimates of
proved reserves and their valuation. Therefore, the standardized measure of discounted future net cash flow is not necessarily indicative of the fair value of Parsley Energy’s proved oil and natural gas properties.
The data presented should not be viewed as representing the expected cash flow from or current value of, existing proved reserves since
the computations are based on a large number of estimates and arbitrary assumptions. Reserve quantities cannot be measured with precision and their estimation requires many judgmental determinations and frequent revisions. Actual future prices and
costs are likely to be substantially different from the prices and costs utilized in the computation of reported amounts.
The
following table provides a pro forma rollforward of the total proved reserves for the year ended December 31, 2013 , as well as pro forma proved developed and proved undeveloped reserves at the beginning and end of the year, as if the
acquisition reflected occurred on January 1, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parsley Energy, LLC
Historical
|
|
|
Merit
Acquisition
|
|
|
Pacer
Acquisition
|
|
|
Pro Forma
As Adjusted
|
|
|
|
|
(in thousand BOEs)
|
|
|
Proved Developed and Undeveloped Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
22,755
|
|
|
|
—
|
|
|
|
—
|
|
|
|
22,755
|
|
|
Extensions and discoveries
|
|
|
20,132
|
|
|
|
881
|
|
|
|
8,725
|
|
|
|
29,738
|
|
|
Revisions of previous estimates
|
|
|
(3,127)
|
|
|
|
(45)
|
|
|
|
—
|
|
|
|
(3,172)
|
|
|
Purchases of reserves in place
|
|
|
16,908
|
|
|
|
(555)
|
|
|
|
—
|
|
|
|
16,353
|
|
|
Divestiture of reserves in place
|
|
|
(5)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(5)
|
|
|
Production
|
|
|
(1,829)
|
|
|
|
(281)
|
|
|
|
(133)
|
|
|
|
(2,243)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of the year
|
|
|
54,834
|
|
|
|
—
|
|
|
|
8,592
|
|
|
|
63,426
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
9,771
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9,771
|
|
|
End of the year
|
|
|
23,539
|
|
|
|
—
|
|
|
|
1,860
|
|
|
|
25,399
|
|
|
|
|
|
|
|
|
Proved Undeveloped Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
12,984
|
|
|
|
—
|
|
|
|
—
|
|
|
|
12,984
|
|
|
End of the year
|
|
|
31,295
|
|
|
|
—
|
|
|
|
6,732
|
|
|
|
38,627
|
|
F-12
PARSLEY ENERGY, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The pro forma standardized measure of discounted estimated future net cash flows was as
follows as of December 31, 2013 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parsley Energy, LLC
Historical
|
|
|
Pacer
Acquisition
|
|
|
Corporate
Reorganization
|
|
|
Pro Forma
|
|
|
|
|
(in thousands)
|
|
|
Future cash inflows
|
|
|
$3,446,766
|
|
|
|
$543,307
|
|
|
$
|
—
|
|
|
$
|
3,990,073
|
|
|
Future development costs
|
|
|
(515,247)
|
|
|
|
(52,656)
|
|
|
|
—
|
|
|
|
(567,903)
|
|
|
Future production costs
|
|
|
(1,097,734)
|
|
|
|
(122,052)
|
|
|
|
—
|
|
|
|
(1,219,786)
|
|
|
Future income tax expenses
|
|
|
(24,127)
|
|
|
|
(3,803)
|
|
|
|
(442,044)
|
|
|
|
(469,974)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future net cash flows
|
|
|
1,809,658
|
|
|
|
364,796
|
|
|
|
(442,044)
|
|
|
|
1,732,410
|
|
|
10% discount to reflect timing of cash flows
|
|
|
(1,088,878)
|
|
|
|
(230,320)
|
|
|
|
262,215
|
|
|
|
(1,056,983)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standardized measure of discounted future net cash flows
|
|
|
$720,780
|
|
|
|
$134,476
|
|
|
$
|
(179,829)
|
|
|
$
|
675,427
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The changes in the pro forma standardized measure of discounted estimated future net cash flows were
as follows for 2013 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parsley Energy, LLC
Historical
|
|
|
Merit
Acquisition
|
|
|
Pacer
Acquisition
|
|
|
Corporate
Reorganization
|
|
|
Pro Forma
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standardized measure of discounted future net cash flows at beginning of the period
|
|
|
$296,048
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(73,066)
|
|
|
$
|
222,982
|
|
|
Sales of oil and natural gas, net of production costs
|
|
|
(97,365)
|
|
|
|
(12,765)
|
|
|
|
(7,920)
|
|
|
|
—
|
|
|
|
(118,050)
|
|
|
Purchase of minerals in place
|
|
|
227,937
|
|
|
|
(23,770)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
204,167
|
|
|
Divesture of minerals in place
|
|
|
(122)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(122)
|
|
|
Extensions and discoveries
|
|
|
204,135
|
|
|
|
19,619
|
|
|
|
143,955
|
|
|
|
—
|
|
|
|
367,709
|
|
|
Change in estimated development costs
|
|
|
57,158
|
|
|
|
12,675
|
|
|
|
—
|
|
|
|
—
|
|
|
|
69,833
|
|
|
Net changes in prices and production costs
|
|
|
11,463
|
|
|
|
(6,377)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5,086
|
|
|
Changes in estimated future development costs
|
|
|
2,793
|
|
|
|
1,704
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,497
|
|
|
Revisions of previous quantity estimates
|
|
|
(41,242)
|
|
|
|
(766)
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(42,008)
|
|
|
Accretion of discount
|
|
|
30,010
|
|
|
|
6,973
|
|
|
|
—
|
|
|
|
—
|
|
|
|
36,983
|
|
|
Net change in income taxes
|
|
|
(6,240)
|
|
|
|
(131)
|
|
|
|
(1,559)
|
|
|
|
(106,763)
|
|
|
|
(114,693)
|
|
|
Net changes in timing of production and other
|
|
|
36,205
|
|
|
|
2,838
|
|
|
|
—
|
|
|
|
—
|
|
|
|
39,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standardized measure of discounted future net cash flows at end of the period
|
|
|
$720,780
|
|
|
$
|
—
|
|
|
$
|
134,476
|
|
|
$
|
(179,829)
|
|
|
$
|
675,427
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-13
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholder
Parsley Energy, Inc.:
We have audited the accompanying balance sheet of Parsley
Energy, Inc. (the Company) as of March 31, 2014. This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the balance sheet referred to above presents fairly, in all material respects, the
financial position of Parsley Energy, Inc. as of March 31, 2014 in conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
Dallas, TX
May 5, 2014
F-14
PARSLEY ENERGY, INC.
BALANCE SHEET
|
|
|
|
|
|
|
|
|
March 31, 2014
|
|
|
TOTAL ASSETS
|
|
|
|
|
|
Cash
|
|
$
|
10
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
10
|
|
|
|
|
|
|
|
|
STOCKHOLDER’S EQUITY
|
|
|
|
|
|
Common stock, $0.01 par value, authorized 1,000,000 shares;
|
|
|
|
|
|
1,000 issued and outstanding
|
|
$
|
10
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDER’S EQUITY
|
|
$
|
10
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of this balance sheet.
F-15
PARSLEY ENERGY, INC.
NOTES TO BALANCE SHEET
|
NOTE 1.
|
FORMATION OF THE COMPANY AND DESCRIPTION OF BUSINESS
|
Parsley Energy, Inc. (the “Company”) was formed on December 11, 2013, pursuant to the laws of the State of Delaware and is currently a wholly-owned subsidiary of Parsley Energy, LLC
(“Parsley Energy”), a Delaware limited liability company formed on June 11, 2013, and is primarily engaged in the acquisition, development, production, exploration, and sale of crude oil and natural gas properties located primarily in the
Permian Basin region of West Texas.
On December 11, 2013, the Company was authorized to issue one million shares of common
stock, $0.01 par value, and had 1,000 shares outstanding, all of which were owned by Parsley Energy.
There were no other
transactions involving the Company as of March 31, 2014.
|
NOTE 2.
|
BASIS OF PRESENTATION
|
This balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America. Separate
statements of operations, statements of changes in stockholders’ equity and statements of cash flows have not been presented because the Company has had no business transactions or activities to date.
|
NOTE 3.
|
SUBSEQUENT EVENTS
|
The
Company intends to offer shares of common stock to the public in an offering registered under the Securities Act of 1933, as amended.
Subsequent events have been considered through the date this balance sheet was issued.
F-16
PARSLEY ENERGY, LLC
CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2014
|
|
|
December 31, 2013
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
ASSETS
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
2,398
|
|
|
$
|
19,393
|
|
|
Accounts receivable:
|
|
|
|
|
|
|
|
|
|
Joint interest owners and other
|
|
|
112,375
|
|
|
|
90,490
|
|
|
Oil and gas
|
|
|
24,892
|
|
|
|
15,202
|
|
|
Related parties
|
|
|
501
|
|
|
|
1,041
|
|
|
Short-term derivative instruments
|
|
|
8,138
|
|
|
|
6,999
|
|
|
Materials and supplies
|
|
|
3,482
|
|
|
|
3,078
|
|
|
Other current assets
|
|
|
1,021
|
|
|
|
1,123
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
152,807
|
|
|
|
137,326
|
|
|
|
|
|
|
|
|
|
|
|
|
PROPERTY, PLANT AND EQUIPMENT, AT COST
|
|
|
|
|
|
|
|
|
|
Oil and natural gas properties, successful efforts method
|
|
|
715,555
|
|
|
|
614,315
|
|
|
Accumulated depreciation, depletion and amortization
|
|
|
(53,008
|
)
|
|
|
(34,957
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total oil and natural gas properties, net
|
|
|
662,547
|
|
|
|
579,358
|
|
|
|
|
|
|
|
|
|
|
|
|
Other property, plant and equipment, net
|
|
|
7,940
|
|
|
|
7,525
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property, plant and equipment, net
|
|
|
670,487
|
|
|
|
586,883
|
|
|
|
|
|
|
|
|
|
|
|
|
NONCURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Long-term derivative instruments
|
|
|
21,498
|
|
|
|
13,850
|
|
|
Equity investment
|
|
|
1,893
|
|
|
|
1,774
|
|
|
Deferred loan costs, net
|
|
|
10,800
|
|
|
|
2,723
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noncurrent assets
|
|
|
34,191
|
|
|
|
18,347
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
857,485
|
|
|
$
|
742,556
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND MEMBERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
163,876
|
|
|
$
|
158,385
|
|
|
Revenue and severance taxes payable
|
|
|
29,356
|
|
|
|
28,419
|
|
|
Current portion of long-term debt
|
|
|
402
|
|
|
|
227
|
|
|
Short-term derivative instruments
|
|
|
4,443
|
|
|
|
4,435
|
|
|
Amounts due related parties
|
|
|
212
|
|
|
|
31
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
198,289
|
|
|
|
191,497
|
|
|
NONCURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
532,673
|
|
|
|
429,970
|
|
|
Asset retirement obligations
|
|
|
9,264
|
|
|
|
8,277
|
|
|
Deferred tax liability
|
|
|
3,117
|
|
|
|
2,572
|
|
|
Long-term derivative instruments
|
|
|
3,599
|
|
|
|
2,208
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noncurrent liabilities
|
|
|
548,653
|
|
|
|
443,027
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
MEZZANINE EQUITY
|
|
|
|
|
|
|
|
|
|
Redeemable LLC Units
|
|
|
78,880
|
|
|
|
77,158
|
|
|
MEMBERS’ EQUITY
|
|
|
31,663
|
|
|
|
30,874
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY
|
|
$
|
857,485
|
|
|
$
|
742,556
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated and combined
financial statements.
F-17
PARSLEY ENERGY, LLC
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
March 31,
|
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
(in thousands, except per share data)
|
|
|
REVENUES
|
|
|
|
|
|
Oil sales
|
|
$
|
45,828
|
|
|
$
|
13,532
|
|
|
Natural gas and natural gas liquid sales
|
|
|
11,902
|
|
|
|
2,725
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
57,730
|
|
|
|
16,257
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
|
7,018
|
|
|
|
2,617
|
|
|
Production and ad valorem taxes
|
|
|
2,972
|
|
|
|
851
|
|
|
Depreciation, depletion and amortization
|
|
|
18,392
|
|
|
|
3,336
|
|
|
General and administrative expenses
|
|
|
8,155
|
|
|
|
2,274
|
|
|
Accretion of asset retirement obligations
|
|
|
92
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
36,629
|
|
|
|
9,103
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME
|
|
|
21,101
|
|
|
|
7,154
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(7,928
|
)
|
|
|
(2,568
|
)
|
|
Prepayment premium on extinguishment of debt
|
|
|
(5,107
|
)
|
|
|
—
|
|
|
Income from equity investment
|
|
|
119
|
|
|
|
125
|
|
|
Derivative loss
|
|
|
(5,676
|
)
|
|
|
(3,864
|
)
|
|
Other income
|
|
|
19
|
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net
|
|
|
(18,573
|
)
|
|
|
(6,283
|
)
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAXES
|
|
|
2,528
|
|
|
|
871
|
|
|
INCOME TAX EXPENSE
|
|
|
(545
|
)
|
|
|
(335
|
)
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
1,983
|
|
|
$
|
536
|
|
|
|
|
|
|
|
|
|
|
|
|
PRO FORMA INFORMATION (UNAUDITED):
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1,983
|
|
|
|
|
|
|
Pro forma provision for income taxes
|
|
|
(714
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma net income
|
|
$
|
1,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma net income per common share
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
|
|
|
|
|
|
|
Weighted average pro forma common shares outstanding
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated and combined
financial statements.
F-18
PARSLEY ENERGY, LLC
CONDENSED CONSOLIDATED AND COMBINED STATEMENT OF CHANGES IN MEMBERS’ EQUITY
(Unaudited)
|
|
|
|
|
|
|
|
|
Total Members’ Equity
|
|
|
|
|
(in thousands)
|
|
|
BALANCE AT DECEMBER 31, 2013
|
|
$
|
30,874
|
|
|
Preferred return on reedemable LLC interests
|
|
|
(1,723
|
)
|
|
Deemed contribution—incentive unit compensation
|
|
|
529
|
|
|
Net income
|
|
|
1,983
|
|
|
|
|
|
|
|
|
BALANCE AT MARCH 31, 2014
|
|
$
|
31,663
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated and combined
financial statements.
F-19
PARSLEY ENERGY, LLC
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
(in thousands)
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1,983
|
|
|
$
|
536
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization
|
|
|
18,392
|
|
|
|
3,336
|
|
|
Accretion of asset retirement obligations
|
|
|
92
|
|
|
|
25
|
|
|
Amortization of debt issue costs
|
|
|
727
|
|
|
|
58
|
|
|
Interest not paid in cash
|
|
|
234
|
|
|
|
580
|
|
|
Income from equity investment
|
|
|
(119)
|
|
|
|
(125)
|
|
|
Provision for deferred income taxes
|
|
|
545
|
|
|
|
347
|
|
|
Deemed contribution—incentive unit compensation
|
|
|
529
|
|
|
|
—
|
|
|
Derivative loss
|
|
|
5,676
|
|
|
|
3,864
|
|
|
Net cash paid for derivative settlements
|
|
|
(20)
|
|
|
|
(2)
|
|
|
Net cash paid for option premiums
|
|
|
(13,044)
|
|
|
|
(1,669)
|
|
|
Net cash received to margin account
|
|
|
528
|
|
|
|
70
|
|
|
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(31,576)
|
|
|
|
1,521
|
|
|
Materials and supplies
|
|
|
(403)
|
|
|
|
(60)
|
|
|
Other current assets
|
|
|
(426)
|
|
|
|
(683)
|
|
|
Accounts payable and accrued expenses
|
|
|
25,209
|
|
|
|
8,107
|
|
|
Revenue and severance taxes payable
|
|
|
937
|
|
|
|
2,106
|
|
|
Amounts due to/from related parties
|
|
|
721
|
|
|
|
42
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
9,985
|
|
|
|
18,053
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Development of oil and natural gas properties
|
|
|
(92,772)
|
|
|
|
(27,739)
|
|
|
Acquisitions of oil and natural gas properties
|
|
|
(27,291)
|
|
|
|
(4,949)
|
|
|
Additions to other property and equipment
|
|
|
(757)
|
|
|
|
(1,798)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(120,820)
|
|
|
|
(34,486)
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Borrowings under long-term debt
|
|
|
470,547
|
|
|
|
25,000
|
|
|
Payments on long-term debt
|
|
|
(367,906)
|
|
|
|
(1,687)
|
|
|
Debt issue costs
|
|
|
(8,801)
|
|
|
|
(172)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
93,840
|
|
|
|
23,141
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(16,995)
|
|
|
|
6,708
|
|
|
Cash and cash equivalents at beginning of period
|
|
|
19,393
|
|
|
|
13,673
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
2,398
|
|
|
$
|
20,381
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
3,360
|
|
|
$
|
2,276
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Asset retirement obligations incurred, including changes in estimate
|
|
$
|
895
|
|
|
$
|
897
|
|
|
|
|
|
|
|
|
|
|
|
|
Addition (reduction) to oil and natural gas properties—change in capital accruals
|
|
$
|
(19,717)
|
|
|
$
|
10,217
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated and combined
financial statements.
F-20
PARSLEY ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
MARCH 31, 2014
(Unaudited)
NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS
Parsley Energy, LLC was formed on June 11, 2013, as a Delaware limited liability company and is primarily engaged in
the acquisition, development, production, exploration, and sale of crude oil and natural gas properties located primarily in the Permian Basin, which is located in West Texas and Southeastern New Mexico. Concurrent with the formation of Parsley
Energy, LLC, all of the interest holders of Parsley Energy, L.P. (“Parsley LP”), Parsley Energy Management, LLC (“PEM”) and Parsley Energy Operations, LLC (“PEO”) exchanged their interest in each entity in return for
interest in Parsley Energy, LLC (the “Exchange”). Prior to the formation of Parsley Energy, LLC, 67.8% of Parsley LP, 100% of PEM and 100% of PEO were held by Mr. Bryan Sheffield, Parsley Energy, LLC’s President and Chief
Executive Officer (“Sheffield”). Subsequent to Parsley Energy, LLC’s formation, Sheffield controlled 53.7% of Parsley Energy, LLC. As such, as all power and authority to control the core functions of Parsley LP, PEM and PEO were, and
continue to be, controlled by Sheffield, the Exchange has been treated as a reorganization of entities under common control and the results of Parsley LP, PEM and PEO have been consolidated and combined for all periods. The financial statements of
the legal acquirer, Parsley Energy, LLC, were not significant; therefore, no pro forma financial information is submitted.
Parsley LP was formed on February 29, 2008, as a Texas limited partnership and is primarily engaged in the acquisition, development,
production, exploration, and sale of crude oil and natural gas properties located in the Permian Basin in West Texas. On September 9, 2011, Parsley LP formed, and held all of the interest in, Spraberry Energy, LLC (“Spraberry”), a
Texas limited liability company. On November 20, 2012, Spraberry merged with and into Parsley LP, thereby terminating Spraberry’s corporate existence.
PEM was formed on February 19, 2008, as a Texas limited liability company and was formed to be the general partner of Parsley LP.
PEO was formed on February 19, 2008, as a Texas limited liability company and is primarily engaged in the operation of crude oil and
natural gas properties located in the Permian Basin in West Texas.
Parsley LP also owns a noncontrolling 50% investment in
Spraberry Production Services LLC (“SPS”). SPS was formed on August 27, 2010, as a Texas limited liability company and is primarily engaged in the oilfield services business servicing properties located in the Permian Basin in West
Texas.
NOTE 2. BASIS OF PRESENTATION
The accounts of Parsley Energy, LLC and its subsidiaries are presented in the accompanying condensed consolidated and combined financial statements. These condensed consolidated and combined
financial statements include the accounts of Parsley Energy, LLC and its wholly-owned subsidiaries: (i) Parsley LP, (ii) PEM, (iii) PEO, and (iv) Parsley Energy Aviation, LLC, Texas limited liability company formed on
March 22, 2013. References to “Parsley Energy” refer to Parsley Energy, LLC and all of its subsidiaries. Parsley Energy accounts for its investment in SPS on the equity method of accounting. All significant intercompany and
intra-company balances and transactions have been eliminated. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of
America (“GAAP”) have been condensed or omitted. We believe the disclosures made are adequate to make the information not misleading. We recommend that these condensed consolidated and combined financial statements be read in conjunction
with our audited consolidated and combined financial statements and notes contained elsewhere in this prospectus.
F-21
PARSLEY ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
MARCH 31, 2014
(Unaudited)
Transfers of a business between entities under common control are accounted for as if
the transfer occurred at the beginning of the period, and prior years are retrospectively adjusted to furnish comparative information. As discussed above, the Exchange has been accounted for as transactions between entities under common control thus
the accompanying consolidated and combined financial statements and related notes of Parsley Energy have been retrospectively re-cast to include the historical results of the entities involved at historical carrying values and their operations as if
they were consolidated and combined for all periods presented.
In the opinion of management, the interim data includes all
adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim period. The results of operations for the three month period ended March 31, 2014 are not necessarily indicative of
the operating results of the entire fiscal year ending December 31, 2014.
Use of Estimates
These condensed consolidated and combined financial statements and related notes are presented in accordance with GAAP. Preparation
in accordance with GAAP requires us to (1) adopt accounting policies within accounting rules set by the Financial Accounting Standards Board (“FASB”) and by the Securities and Exchange Commission and (2) make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and other disclosed amounts. Note 3—
Summary of Significant Accounting Policies
to our annual financial statements for the year ended
December 31, 2013, included elsewhere in this prospectus, describes our significant accounting policies. Our management believes the major estimates and assumptions impacting our condensed consolidated and combined financial statements are
the following:
|
|
•
|
|
estimates of proved reserves of oil and natural gas, which affect the calculations of depletion, depreciation and amortization and impairment of
capitalized costs of oil and natural gas properties;
|
|
|
•
|
|
estimates of asset retirement obligations;
|
|
|
•
|
|
estimates of the fair value of oil and natural gas properties we own, particularly properties that we have not yet explored, or fully explored, by
drilling and completing wells;
|
|
|
•
|
|
impairment of undeveloped properties and other assets;
|
|
|
•
|
|
depreciation of property and equipment; and
|
|
|
•
|
|
valuation of commodity derivative instruments.
|
Actual results may differ from estimates and assumptions of future events and these revisions could be material. Future production may vary materially from estimated oil and natural gas proved
reserves. Actual future prices may vary significantly from price assumptions used for determining proved reserves and for financial reporting.
Significant Accounting Policies
For a complete description of Parsley
Energy’s significant accounting policies, see Note 3
—Summary of Significant Accounting Policies
in our audited financial statements included herein.
F-22
PARSLEY ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
MARCH 31, 2014
(Unaudited)
Significant Customers
For the three months ended March 31, 2014 and 2013, each of the following purchasers accounted for more than 10% of our revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
March 31,
|
|
|
|
|
2014
|
|
|
2013
|
|
|
Plains Marketing, L.P.
|
|
|
24
|
%
|
|
|
21
|
%
|
|
Enterprise Crude Oil, LLC
|
|
|
22
|
%
|
|
|
24
|
%
|
|
Atlas Pipeline Mid-Continent WestTex, LLC
|
|
|
17
|
%
|
|
|
13
|
%
|
|
Permian Transport & Trading
|
|
|
16
|
%
|
|
|
21
|
%
|
|
Shell Trading (US) Company
|
|
|
7
|
%
|
|
|
11
|
%
|
Parsley Energy does not require collateral and does not believe the loss of any single purchaser would
materially impact its operating results, as crude oil and natural gas are fungible products with well-established markets and numerous purchasers.
Income Taxes
Parsley Energy, LLC is organized as a Delaware limited
liability company and is treated as a flow-through entity for U.S. federal income tax purposes. As a result, the net taxable income of Parsley Energy, LLC and any related tax credits are passed through to the members and are included in their tax
returns even though such net taxable income or tax credits may not have actually been distributed. Accordingly, no U.S. federal tax provision has been made in the financial statements of Parsley Energy.
However, Parsley Energy’s operations located in Texas are subject to an entity-level tax, the Texas margin tax, at a statutory rate
of up to 1.0% of income that is apportioned to Texas. Deferred tax assets and liabilities are recognized for future Texas margin tax consequences attributable to differences between the financial statement carrying amount of existing assets and
liabilities and their respective Texas margin tax bases. At March 31, 2014 and December 31, 2013, Parsley Energy’s net long-term deferred tax liability related solely to carrying value differences associated with Parsley Energy’s
property, plant and equipment.
These financial statements have been prepared in anticipation of a proposed initial public
offering (the “Offering”) of Parsley Energy’s wholly-owned subsidiary, Parsley Energy, Inc. In connection with the Offering, interests in Parsley Energy, LLC will be contributed to a newly formed Delaware corporation which will be
treated as a taxable C corporation and thus will be subject to U.S. federal and state income taxes. Accordingly, a pro forma income tax provision has been disclosed as if Parsley Energy was a taxable corporation for all periods presented.
Parsley Energy has computed pro forma tax expense using a 36% blended corporate level U.S. federal and state tax rate.
Net Income Per
Unit
Parsley Energy has omitted net income per unit due to the limited number of unit holders for the periods
presented.
Comprehensive Income
Parsley Energy has no elements of comprehensive income other than net income.
F-23
PARSLEY ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
MARCH 31, 2014
(Unaudited)
Revision of First Quarter 2014 Financial Statements
During the preparation of our registration statement on Form S-1, of which these financial statements are a part, we identified and
corrected errors in our accrual for earned oil, natural gas and natural gas liquids production previously reported in our financial statements for the period ended March 31, 2014. As a result, the table below sets forth the effect of errors in
certain of our reported amounts in our condensed consolidated and combined balance sheet as of March 31, 2014, and condensed consolidated and combined statement of operations for the three months ended March 31, 2014 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2014
|
|
|
|
|
As
Reported
|
|
|
As
Revised
|
|
|
Change
|
|
|
Total revenues
|
|
$
|
56,860
|
|
|
$
|
57,730
|
|
|
$
|
870
|
|
|
Total operating expenses
|
|
|
36,016
|
|
|
|
36,629
|
|
|
|
613
|
|
|
Net income
|
|
|
1,727
|
|
|
|
1,983
|
|
|
|
256
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
857,229
|
|
|
$
|
857,485
|
|
|
$
|
256
|
|
|
Members’ equity
|
|
|
31,407
|
|
|
|
31,663
|
|
|
|
256
|
|
We assessed the materiality of the errors in accordance with the SEC guidance on considering the
effects of misstatements based on an analysis of quantitative and qualitative factors. Based on this analysis, we determined that the errors were immaterial to the three months ended March 31, 2014. We have reflected the correction of these
errors in the period in which they originated and revised our condensed consolidated and combined balance sheet and statements of operations and changes in members’ equity as of and for the three months ended March 31, 2014.
F-24
PARSLEY ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
MARCH 31, 2014
(Unaudited)
NOTE 3. ASSET RETIREMENT OBLIGATIONS
The following table summarizes the changes in Parsley Energy’s asset retirement obligation for the three months ended March 31,
2014 (in thousands):
|
|
|
|
|
|
|
Asset retirement obligations, beginning of period
|
|
$
|
8,277
|
|
|
Additional liabilities incurred
|
|
|
880
|
|
|
Accretion expense
|
|
|
92
|
|
|
Liabilities settled upon plugging and abandoning wells
|
|
|
(7
|
)
|
|
Revision of estimates
|
|
|
22
|
|
|
|
|
|
|
|
|
Asset retirement obligations, end of period
|
|
$
|
9,264
|
|
|
|
|
|
|
|
NOTE 4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment includes the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2014
|
|
|
December 31,
2013
|
|
|
Oil and natural gas properties:
|
|
|
|
|
|
|
|
|
|
Subject to depletion
|
|
$
|
593,461
|
|
|
$
|
546,072
|
|
|
Not subject to depletion-acquisition costs
|
|
|
|
|
|
|
|
|
|
Incurred in 2014
|
|
|
55,786
|
|
|
|
—
|
|
|
Incurred in 2013
|
|
|
63,891
|
|
|
|
65,666
|
|
|
Incurred in 2012
|
|
|
2,417
|
|
|
|
2,577
|
|
|
|
|
|
|
|
|
|
|
|
|
Total not subject to depletion
|
|
|
122,094
|
|
|
|
68,243
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross oil and natural gas properties
|
|
|
715,555
|
|
|
|
614,315
|
|
|
Less accumulated depreciation, depletion and amortization
|
|
|
(53,008
|
)
|
|
|
(34,957
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas properties, net
|
|
|
662,547
|
|
|
|
579,358
|
|
|
|
|
|
|
|
|
|
|
|
|
Other property and equipment
|
|
|
9,647
|
|
|
|
8,890
|
|
|
Less accumulated depreciation
|
|
|
(1,707
|
)
|
|
|
(1,365
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Other property and equipment, net
|
|
|
7,940
|
|
|
|
7,525
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
$
|
670,487
|
|
|
$
|
586,883
|
|
|
|
|
|
|
|
|
|
|
|
As exploration and development work progresses and the reserves on these properties are proven,
capitalized costs attributed to the properties are subject to depreciation, depletion and amortization (“DD&A”). Depletion of capitalized costs is provided using the units-of-production method based on proved oil and gas reserves
related to the associated reservoir. At March 31, 2014, Parsley Energy had excluded $122.1 million of capitalized costs from depletion. Depreciation and depletion expense on capitalized oil and gas property was $18.1 million and $3.1
million for the three months ended March 31, 2014 and 2013, respectively. Parsley Energy had no exploratory wells in progress at March 31, 2014 or December 31, 2013.
Parsley Energy capitalizes interest, if debt is outstanding, during drilling operations in its exploration and development activities.
During the three months ended March 31, 2014 and 2013, Parsley Energy capitalized interest of $1.0 million and $0.3 million, respectively.
F-25
PARSLEY ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
MARCH 31, 2014
(Unaudited)
Depreciation expense on other property and equipment was $0.3 million and $0.2 million
for the three months ended March 31, 2014 and 2013, respectively.
NOTE 5. ACQUISITIONS OF OIL AND GAS
PROPERTIES
The following acquisitions were accounted for using the acquisition method under Accounting Standards
Codification (“ASC”) Topic 805,
Business Combinations
, which requires the acquired assets and liabilities to be recorded at fair values as of the respective acquisition dates.
During the three months ended March 31, 2014, Parsley Energy acquired, from unaffiliated individuals and entities, additional
working interests in wells it operates through a number of separate, individually negotiated transactions for an aggregate total cash consideration of $12.3 million. Parsley Energy reflected the total consideration paid as part of its cost subject
to depletion within its oil and gas properties.
On March 27, 2014, the Company entered into a purchase and sale
agreement pursuant to which it agreed to acquire 2,240 gross (2,005 net) acres in its Midland Basin-Core area and seven gross (6.3 net) wells for total consideration of $165.3 million. The purchase and sale agreement has an anticipated closing date
of May 1, 2014, subject to customary closing conditions.
On December 30, 2013, Parsley Energy acquired non-operated
working interests in a number of wells which it currently operates for $80.0 million (the “Merit Acquisition”). The transaction did not increase Parsley Energy’s gross acreage position, but increases its net acreage by 637 acres in
Upton County, Texas.
For the three months ended March 31, 2013, the following pro forma financial information represents
the combined results for the Company and the properties acquired in the Merit Acquisition as if the acquisition and the required financing had occurred on January 1, 2011. For purposes of the pro forma it was assumed that the Company’s
revolving credit facility was used to finance the Merit Acquisition. The pro forma information includes the effects of adjustments for depletion, depreciation, amortization expense of $0.4 million and accretion of asset retirement obligations
expense of $0.003 million. The pro forma information also includes the effects of incremental interest expense on acquisition financing of $0.6 million.
The following pro forma results (in thousands) do not include any cost savings or other synergies that may result from the acquisitions or any estimated costs that have been or will be incurred by the
Company to integrate the properties acquired. The pro forma results are not necessarily indicative of what actually would have occurred if the acquisitions had been completed as of the beginning of the period, nor are they necessarily indicative of
future results.
|
|
|
|
|
|
|
|
|
For the Three Months
Ended 2013
|
|
|
Revenues
|
|
$
|
18,961
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
1,923
|
|
|
|
|
|
|
|
In addition to the above acquisitions, Parsley Energy incurred a total of $15.0 million of leasehold
acquisition costs during the three months ended March 31, 2014.
F-26
PARSLEY ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
MARCH 31, 2014
(Unaudited)
NOTE 6. EQUITY INVESTMENT
We use the equity method of accounting for our investment in SPS, with earnings or losses, after adjustment for intra-company profits and
losses, reported in the income (loss) from equity investment line on the consolidated and combined statements of operations.
As of March 31, 2014 and December 31, 2013, the balance of Parsley Energy’s investment in SPS was $1.9 million and $1.8
million, respectively. The investment balance was increased by $0.2 million for each of the three months ended March 31, 2014 and 2013 for Parsley Energy’s share of SPS’ net income, before adjustment for intra-company
profits and losses. During the three months ended March 31, 2014 and 2013, SPS provided services to Parsley Energy in its oil and natural gas field development operations, which Parsley Energy capitalized as part of its oil and gas
properties. As such, that portion of Parsley Energy’s share of SPS’ gross profit from these services totaling $0.1 million for each of the three months ended March 31, 2014 and 2013 was subsequently eliminated from its share of
SPS’s net income and a corresponding reduction was made to the carrying value of its investment.
NOTE
7. DERIVATIVE FINANCIAL INSTRUMENTS
Commodity Derivative Instruments and Concentration of Risk
Objective and Strategy
Parsley Energy uses derivative financial instruments to manage its exposure to cash-flow variability from commodity-price risk inherent in its crude oil exploration and production activities. These
include exchange traded and over-the-counter (OTC) crude options and collars with the underlying contract and settlement pricings based on NYMEX West Texas Intermediate (WTI) and Henry Hub, respectively. Options and collars are used to establish a
floor price, or floor and ceiling prices, for expected future oil and natural gas sales. Three way collars are also used to manage commodity price risk. A three way collar is a combination of three options: a sold call, a purchased put, and a sold
put. The sold call establishes the maximum price that Parsley Energy will receive for the contracted commodity volumes. The purchased put establishes the minimum price that Parsley Energy will receive for the contracted volumes unless the market
price for the commodity falls below the sold put strike price, at which point the minimum price equals the reference price plus the excess of the purchased put strike price over the sold put strike price. As of March 31, 2014, we had entered
into hedging contracts through June 2016 covering a total of approximately 4,440 MBbl of our projected oil production primarily through the purchases of put spreads and three-way collars. We had also entered into natural gas collars through December
2015 covering approximately 5,200 MMBtu of our projected natural gas production.
Derivative Activities
The following table summarizes the open positions for the commodity derivative instruments held by Parsley Energy at
March 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
Crude Options
|
|
Notional
(MBbl)
|
|
|
Weighted Average
Strike Price
|
|
|
Purchased
|
|
|
|
|
|
|
|
|
|
Puts
|
|
|
4,440
|
|
|
$
|
87.08
|
|
|
Sold
|
|
|
|
|
|
|
|
|
|
Puts
|
|
|
(4,440
|
)
|
|
$
|
61.82
|
|
|
Calls
|
|
|
(1,660
|
)
|
|
$
|
116.55
|
|
F-27
PARSLEY ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
MARCH 31, 2014
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Natural Gas Options
|
|
Notional
(MMBtu)
|
|
|
Weighted Average
Strike Price
|
|
|
Purchased
|
|
|
|
|
|
|
|
|
|
Puts
|
|
|
5,200
|
|
|
$
|
4.65
|
|
|
Sold
|
|
|
|
|
|
|
|
|
|
Puts
|
|
|
(5,200
|
)
|
|
$
|
3.83
|
|
|
Calls
|
|
|
(5,200
|
)
|
|
$
|
5.35
|
|
Effect of Derivative Instruments on the Consolidated and Combined Financial Statements
Condensed Consolidated and Combined Balance Sheets
The following table summarizes the gross fair values of Parsley Energy’s commodity derivative instruments as of the reporting dates indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2014
|
|
|
December 31,
2013
|
|
|
Short-term derivative instruments
|
|
$
|
8,138
|
|
|
$
|
6,999
|
|
|
Long-term derivative instruments
|
|
|
21,498
|
|
|
|
13,850
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative instruments—asset
|
|
|
29,636
|
|
|
|
20,849
|
|
|
Short-term derivative instruments
|
|
|
(4,443
|
)
|
|
|
(4,435
|
)
|
|
Long-term derivative instruments
|
|
|
(3,599
|
)
|
|
|
(2,208
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative instruments—liability
|
|
|
(8,042
|
)
|
|
|
(6,643
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net commodity derivative asset
|
|
$
|
21,594
|
|
|
$
|
14,206
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated and Combined Statements of Operation
Losses related to Parsley Energy’s derivative activities were $5.7 million and $3.9 million for the three months ended March 31,
2014 and 2013, respectively. These losses are included in the Condensed Consolidated and Combined Statements of Operations line item,
Derivative loss
, as they were not designated as hedges for accounting purposes for any of the periods
presented.
F-28
PARSLEY ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
MARCH 31, 2014
(Unaudited)
Offsetting of Derivative Assets and Liabilities
Parsley Energy has agreements in place with all its counterparties that allow for the financial right of offset for derivative assets and
liabilities at settlement or in the event of default under the agreements. Additionally, Parsley Energy maintains accounts with its brokers to facilitate financial derivative transactions in support of its risk management activities. Based on the
value of Parsley Energy’s positions in these accounts and the associated margin requirements, Parsley Energy may be required to deposit cash into these broker accounts. During the three months ended March 31, 2014 and the twelve months
ended December 31, 2013, Parsley Energy had posted margins with some of its counterparties to collateralize certain derivative positions. The following table presents Parsley Energy’s net exposure from its offsetting derivative asset and
liability positions, as well as cash collateral on deposit with the brokers as of the reporting dates indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Amount
Presented on
Balance Sheet
|
|
|
Netting
Adjustments
|
|
|
Cash
Collateral
Posted (Received)
|
|
|
Net
Exposure
|
|
|
March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative assets with right of offset or master netting agreements
|
|
$
|
29,636
|
|
|
$
|
(8,042
|
)
|
|
$
|
—
|
|
|
$
|
21,594
|
|
|
Derivative liabilities with right of offset or master netting agreements
|
|
|
(8,042
|
)
|
|
|
8,042
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative assets with right of offset or master netting agreements
|
|
$
|
20,849
|
|
|
$
|
(6,643
|
)
|
|
$
|
524
|
|
|
$
|
14,730
|
|
|
Derivative liabilities with right of offset or master netting agreements
|
|
|
(6,643
|
)
|
|
|
6,643
|
|
|
|
—
|
|
|
|
—
|
|
Concentration of Credit Risk
The financial integrity of Parsley Energy’s exchange traded contracts is assured by NYMEX through systems of financial safeguards and transaction guarantees, and is therefore subject to nominal
credit risk. Over-the-counter traded options expose Parsley Energy to counterparty credit risk. These OTC options are entered into with a large multinational financial institution with investment grade credit rating or through brokers that require
all the transaction parties to collateralize their open option positions. The gross and net credit exposure from our commodity derivative contracts as of March 31, 2014 is summarized in the table above.
Parsley Energy monitors the creditworthiness of its counterparties, established credit limits according to Parsley Energy’s credit
policies and guidelines, and assesses the impact on fair values of its counterparties’ creditworthiness. Parsley Energy has netting agreements with its counterparties and brokers that permit net settlement of gross commodity derivative assets
against gross commodity derivative liabilities, and routinely exercises its contractual right to offset realized gains against realized losses when settling with derivative counterparties. Parsley Energy did not incur any losses due to counterparty
bankruptcy filings during the three months ended March 31, 2014 or the year ended December 31, 2013.
Credit Risk Related
Contingent Features in Derivatives
Certain commodity derivative instruments contain provisions that require Parsley Energy
to either post additional collateral or immediately settle any outstanding liability balances upon the occurrence of a specified credit risk related event. These events, which are defined by the existing commodity derivative contracts, are
F-29
PARSLEY ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
MARCH 31, 2014
(Unaudited)
primarily downgrades in the credit ratings of Parsley Energy and its affiliates. None of Parsley Energy’s commodity derivative instruments were in a net liability position with respect to
any individual counterparty at March 31, 2014 and December 31, 2013.
NOTE 8. DEBT
Parsley Energy’s debt consists of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2014
|
|
|
December 31,
2013
|
|
|
Senior unsecured notes
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
Revolving credit agreement
|
|
|
130,000
|
|
|
|
234,750
|
|
|
Vehicle term loans
|
|
|
539
|
|
|
|
—
|
|
|
Second lien term loan
|
|
|
—
|
|
|
|
192,854
|
|
|
Aircraft term loan
|
|
|
2,536
|
|
|
|
2,593
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
|
533,075
|
|
|
|
430,197
|
|
|
Less: current portion
|
|
|
(402
|
)
|
|
|
(227
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt
|
|
$
|
532,673
|
|
|
$
|
429,970
|
|
|
|
|
|
|
|
|
|
|
|
Senior Unsecured Notes
On February 5, 2014, Parsley Energy and Parsley Finance Corp., a Delaware corporation formed on January 15, 2014, issued $400 million of 7.5% senior unsecured notes due February 15, 2022
(the “Senior Notes”). Interest is payable on the notes semi-annually in arrears on each February 15 and August 15, commencing August 15, 2014. These notes are guaranteed on a senior unsecured basis by Parsley Energy. The
issuance of these notes resulted in net proceeds, after discounts and offering expenses, of approximately $391.4 million, $198.5 million of which was used to repay all outstanding borrowings, accrued interest and a prepayment penalty under the
Company’s second lien credit agreement and $175.1 million of which was used to partially repay amounts outstanding, plus accrued interest, under the Company’s revolving credit agreement.
Revolving Credit Agreement
On September 10, 2013, Parsley Energy entered into a revolving credit agreement (the “Revolving Credit Agreement”) with Wells Fargo Bank National Association as the administrative agent.
The Revolving Credit Agreement provides a revolving credit facility with a borrowing capacity up to the lesser of (i) the borrowing base (as defined in the Revolving Credit Agreement) and (ii) $750.0 million. The Revolving Credit Agreement
matures on the earlier of (i) September 10, 2018 and (ii) the date that is 91 days prior to the stated maturity of the Second Lien Agreement, discussed below, being currently December 31, 2016. The Revolving Credit Agreement is
secured by substantially all of Parsley Energy’s assets.
The Revolving Credit Agreement provided for an initial
borrowing base of $175.0 million based on Parsley Energy’s proved producing reserves and a portion of its proved undeveloped reserves. The borrowing base will be redetermined by the lenders at least semi-annually on each April 1 and
October 1, with the first redetermination on October 1, 2013. The amount Parsley Energy is able to borrow with respect to the borrowing base is subject to compliance with the financial covenants and other provisions of the Revolving Credit
Agreement.
F-30
PARSLEY ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
MARCH 31, 2014
(Unaudited)
Borrowings under the Revolving Credit Agreement can be made in Eurodollars or at the
alternate base rate. Eurodollar loans bear interest at a rate per annum equal to an adjusted LIBO rate (equal to the product of: (a) the LIBO rate, multiplied by (b) a fraction (expressed as a decimal), the numerator of which is the number
one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (expressed as a decimal) on such date at which the Administrative Agent is required to maintain reserves on ‘Eurocurrency
Liabilities’ as defined in and pursuant to Regulation D of the Board of Governors of the Federal Reserve System) plus an applicable margin ranging from 150 to 250 basis points, depending on the percentage of our borrowing base utilized.
Alternate base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the adjusted LIBO rate (as calculated
above) plus 100 basis points, plus an applicable margin ranging from 50 to 150 basis points, depending on the percentage of our borrowing base utilized. The Revolving Credit Agreement also provides for a commitment fee ranging from 375 basis points
to 500 basis points, depending on the percentage of our borrowing base utilized. As of December 31, 2013, borrowings and letters of credit outstanding under the Revolving Credit Agreement had a weighted average interest rate of 3.31%. We may
repay any amounts borrowed prior to the maturity date without any premium or penalty other than customary LIBOR breakage costs.
The Revolving Credit Agreement is subject to certain covenants, which includes the maintenance of the following financial covenants:
(1) a Current Ratio of not less than 1.0 to 1.0 as of the last day of any fiscal quarter and (2) a minimum Interest Coverage Ratio of not less than 2.5 to 1.0 as of the last day of any fiscal quarter for the four fiscal quarters ending on
such date; provided that for the fiscal quarters ending September 30, 2013, December 31, 2013 and March 31, 2014, the relevant period shall be deemed to equal, as applicable, for the three, six or nine-month period then ending,
as applicable, multiplied by 4, 2 and 4/3, respectively (each of the capitalized terms used in the foregoing clauses (1) and (2) being as defined in the Revolving Credit Agreement). The Revolving Credit Agreement also requires the timely
submission of annual and quarterly financial statements, reserve reports, budgets, and other notices, along with meeting other recurring obligations. At March 31, 2014, Parsley Energy was in compliance with all required covenants.
The Revolving Credit Agreement also places restrictions on Parsley Energy and certain of its subsidiaries with respect to additional
indebtedness, liens, dividends and other payments, investments, acquisitions, mergers, asset dispositions, transactions with affiliates, hedging transactions and other matters.
The Revolving Credit Agreement is subject to customary events of default, including a change in control (as defined in the Revolving
Credit Agreement). If an event of default occurs and is continuing, the Majority Lenders (as defined in the Revolving Credit Agreement) may accelerate any amounts outstanding.
On October 21, 2013, Parsley Energy amended and restated its Revolving Credit Agreement, whereby the borrowing base was reduced from $175.0 million to $143.8 million. On December 20, 2013,
Parsley Energy entered into the First Amendment to the Amended and Restated Credit Agreement which increased the borrowing base from $143.8 million to $240 million. In addition, the amendment provided that the borrowing base would automatically
increase from $240 million to $280 million upon the closing of the Merit Acquisition, which closed on December 30, 2013.
On February 5, 2014, in connection with the issuance of the Senior Unsecured Notes, Parsley Energy entered into the Second Amendment
to the Amended and Restated Credit Agreement whereby the maturity date was extended to September 10, 2018, and the borrowing base was reduced from $280.0 million to $227.5 million.
F-31
PARSLEY ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
MARCH 31, 2014
(Unaudited)
Vehicle Term Loans
During the first quarter of 2014, Parsley Energy, entered into $0.5 million in term loans (“Vehicle Notes”) in connection with the purchase of vehicles for operations and field personnel. The
Vehicle Notes bear annual percentage rates ranging from 5.99% to 6.74%, with varying maturities between the first and second quarter of 2017 and requires monthly payments of $16,778 of principal and interest beginning in March 2014.
Principal maturities of long-term debt
Principal maturities of long-term debt outstanding at March 31, 2014 are as follows (in thousands):
|
|
|
|
|
|
|
2014
|
|
$
|
314
|
|
|
2015
|
|
|
420
|
|
|
2016
|
|
|
433
|
|
|
2017
|
|
|
293
|
|
|
2018
|
|
|
131,615
|
|
|
Thereafter
|
|
|
400,000
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
533,075
|
|
|
|
|
|
|
|
Interest expense
The following amounts have been incurred and charged to interest expense for the three months ended March 31, 2014 and 2013 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
2013
|
|
|
Accrued interest
|
|
|
8,177
|
|
|
|
2,856
|
|
|
Amortization of deferred loan origination costs
|
|
|
341
|
|
|
|
58
|
|
|
Write-off of deferred loan origination costs
|
|
|
386
|
|
|
|
—
|
|
|
Interest income
|
|
|
(9
|
)
|
|
|
(40
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Interest costs incurred
|
|
|
8,859
|
|
|
|
2,874
|
|
|
Less: capitalized interest
|
|
|
(967
|
)
|
|
|
(306
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense, net
|
|
$
|
7,928
|
|
|
$
|
2,568
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 9. MEMBERS’ EQUITY
Parsley Energy’s operations are governed by the provisions of a limited liability company agreement (the “Parsley LLC
Agreement”). There are no current outstanding equity commitments of the members. Allocations of net income and loss are allocated to the members based on a hypothetical liquidation.
As discussed in Note 1, effective June 11, 2013, Parsley Energy acquired all of the limited and general partnership interests of
Parsley LP, PEM and PEO (the “Partnerships”), all of which were under common control, in exchange for the issuance of interests in Parsley Energy. The exchange of shares between Parsley Energy and the Partnerships was accounted for as a
reverse acquisition under the purchase method of accounting. Accordingly, the merger was recorded as a recapitalization of Parsley Energy, with the consolidated and combined financials of the Partnerships being treated as the continuing entity.
F-32
PARSLEY ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
MARCH 31, 2014
(Unaudited)
Limitations of Members’ liabilities
Pursuant to the Parsley LLC Agreement (and as is customary for limited liability companies), the liability of the Members is limited to
their contributed capital.
LLC Interest Issuance
On June 11, 2013, Parsley Energy issued membership interests to NGP X US Holdings, L.P. and other investors for total consideration of $73.5 million. These interest holders were designated as
“Preferred Holders” and granted certain rights in Parsley Energy’s limited liability company agreement. Included with these rights were (1) the right to receive a 9.5% return on their invested capital prior to any distribution to
any other unit holders (the “Preferred Return”) and (2) the right to require Parsley Energy to redeem all, but not less than all, of each Preferred Holder’s interest in Parsley Energy after the seventh anniversary, but before the
eighth anniversary, of the date of their investment, or if Sheffield ceases to be Parsley Energy’s Chief Executive Officer.
As the investment by the Preferred Holders is redeemable at their option, Parsley Energy has reflected this investment outside of permanent equity, under the heading “
Mezzanine
Equity—Redeemable LLC Units
” in Parsley Energy’s Consolidated and Combined Balance Sheet at December 31, 2013, in accordance with Accounting Standards Codification (“ASC”) Topic 480,
“Distinguishing
Liabilities from Equity”.
During the three months ended March 31, 2014, Parsley Energy accrued $1.7 million
attributable to the Preferred Return.
Incentive Units
As part of Parsley Energy’s LLC Agreement, certain incentive units were issued to legacy investors, management and employees of Parsley Energy, consisting of Tier I, Tier II, Tier III
and Tier IV incentive units, on June 11, 2013. The incentive units are intended to be compensation for services rendered to Parsley Energy. The original terms of the incentive units are as follows. Tier I incentive units vest ratably
over three years, but are subject to forfeiture if payout is not achieved. In addition, all unvested Tier I incentive units vest immediately upon Tier I payout. Tier I payout is realized upon the return of the Preferred Holders’ invested
capital and a specified rate of return. Tier II, III and IV incentive units vest only upon the achievement of certain payout thresholds for each such Tier and each Tier of the incentive units is subject to forfeiture if the applicable required
payouts are not achieved. In addition, vested and unvested incentive units will be forfeited if an incentive unit holder’s employment is terminated for any reason or if the incentive unit holder voluntarily terminates their employment.
The incentive units are being accounted for as liability-classified awards pursuant to ASC Topic 718,
“Compensation—Stock Compensation”
, as achievement of the payout conditions required the settlement of such awards by transferring cash to the incentive unit holder. As such, the fair value of the incentive units is remeasured
each reporting period through the date of settlement, with the percentage of such fair value recorded to compensation expense each period being equal to the percentage of the requisite explicit or implied service period that has been rendered at
that date.
F-33
PARSLEY ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
MARCH 31, 2014
(Unaudited)
NOTE 10. RELATED PARTY TRANSACTIONS
Well Operations
During
the three months ended March 31, 2014 and 2013, several of Parsley Energy’s directors, officers, 5% owners of Parsley Energy’s LLC interests, their immediate family, and entities affiliated or controlled by such parties (“Related
Party Working Interest Owners”) owned non-operated working interests in certain of the oil and natural gas properties that Parsley Energy operates. The revenues disbursed to such Related Party Working Interest Owners for the three months ended
March 31, 2014 and 2013, totaled $3.4 million and $3.2 million, respectively.
As a result of this ownership, from time
to time, Parsley Energy will be in a net receivable or net payable position with these individuals and entities. Parsley Energy does not consider any net receivables from these parties to be uncollectible.
Tex-Isle Supply, Inc. Purchases
During the three months ended March 31, 2014 and 2013, Parsley Energy made purchases of equipment used in its drilling operations and capitalized as part of its oil and natural gas property totaling
$7.9 million and $11.2 million, respectively, from Tex-Isle Supply, Inc. (“Tex-Isle”). Tex-Isle is controlled by a party who is also the General Partner of Diamond K Interests, LP, a member of Parsley Energy.
Spraberry Production Services LLC
During the three months ended March 31, 2014 and 2013, Parsley Energy incurred charges totaling $1.1 million and $0.8 million, respectively, for services from SPS in its well operation and drilling
activities. Tex-Isle owns the remaining 50% interest in SPS.
NOTE 11. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL
INSTRUMENTS
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The book value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value
due to the short-term nature of these instruments. The book value of Parsley Energy’s Revolving Credit Facility approximates its fair value as the interest rate is variable.
The estimated fair value of Parsley Energy’s $400 million of Senior Unsecured Notes at March 31, 2014, was approximately $421
million. The fair value of the Senior Unsecured Notes is classified as a level 1 measurement as it is calculated based on market quotes.
The book value of the Vehicle Term Loans and Aircraft Term Loan did not approximate its fair value at March 31, 2014, however such difference were not material.
F-34
PARSLEY ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
MARCH 31, 2014
(Unaudited)
Financial Assets and Liabilities Measured at Fair Value
Commodity derivative contracts are marked-to-market each quarter and are thus stated at fair value in the accompanying Consolidated and
Combined Balance Sheets. The fair values of Parsley Energy’s commodity derivative instruments are classified as level 2 measurements as they are calculated using industry standard models using assumptions and inputs which are substantially
observable in active markets throughout the full term of the instruments. These include market price curves, contract terms and prices, credit risk adjustments, implied market volatility and discount factors. The following summarizes the fair value
of Parsley Energy’s derivative assets and liabilities according to their fair value hierarchy as of the reporting dates indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2014
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Commodity derivative contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term derivative instruments
|
|
$
|
—
|
|
|
$
|
8,138
|
|
|
$
|
—
|
|
|
$
|
8,138
|
|
|
Long-term derivative instruments
|
|
|
—
|
|
|
|
21,498
|
|
|
|
—
|
|
|
|
21,498
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative instrument—asset
|
|
$
|
—
|
|
|
$
|
29,636
|
|
|
$
|
—
|
|
|
$
|
29,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term derivative instruments
|
|
$
|
—
|
|
|
$
|
(4,443
|
)
|
|
$
|
—
|
|
|
$
|
(4,443
|
)
|
|
Long-term derivative instruments
|
|
|
—
|
|
|
|
(3,599
|
)
|
|
|
—
|
|
|
|
(3,599
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative instruments—liability
|
|
|
—
|
|
|
|
(8,042
|
)
|
|
|
—
|
|
|
|
(8,042
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net commodity derivative asset
|
|
$
|
—
|
|
|
$
|
21,594
|
|
|
$
|
—
|
|
|
$
|
21,594
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Commodity derivative contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term derivative instruments
|
|
$
|
—
|
|
|
$
|
6,999
|
|
|
$
|
—
|
|
|
$
|
6,999
|
|
|
Long-term derivative instruments
|
|
|
—
|
|
|
|
13,850
|
|
|
|
—
|
|
|
|
13,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative instrument—asset
|
|
$
|
—
|
|
|
$
|
20,849
|
|
|
$
|
—
|
|
|
$
|
20,849
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term derivative instruments
|
|
$
|
—
|
|
|
$
|
(4,435
|
)
|
|
$
|
—
|
|
|
$
|
(4,435
|
)
|
|
Long-term derivative instruments
|
|
|
—
|
|
|
|
(2,208
|
)
|
|
|
—
|
|
|
|
(2,208
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative instruments—liability
|
|
|
—
|
|
|
|
(6,643
|
)
|
|
|
—
|
|
|
|
(6,643
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net commodity derivative asset
|
|
$
|
—
|
|
|
$
|
14,206
|
|
|
$
|
—
|
|
|
$
|
14,206
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There were no transfers in to or out of level 2 during the three months ended March 31, 2014 or
2013.
F-35
PARSLEY ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
MARCH 31, 2014
(Unaudited)
NOTE 12. SUBSEQUENT EVENTS
Senior Unsecured Notes
On April 14, 2014, Parsley Energy and Parsley Finance Corp. issued an additional $150 million of 7.50% senior unsecured notes due
February 15, 2022 (the “April 2014 Notes”) at 104% of par for gross proceeds of $156 million. The April 2014 Notes are being offered as additional notes pursuant to the indenture governing the Company’s Senior Unsecured Notes and
the April 2014 Notes and the Senior Unsecured Notes will be treated as a single class of securities under the indenture. The issuance of the April 2014 Notes resulted in net proceeds, after offering expenses, of approximately $152.8 million, $145.0
million of the net proceeds from this offering were used to repay the majority of the outstanding borrowings under our revolving credit facility, with the remainder available for general corporate purposes, including funding the Company’s
exploration and development program and acquisitions.
Revolving Credit Agreement
On April 15, 2014, in connection with the issuance of the April 2014 Notes, Parsley Energy entered into the Third Amendment to the
Amended and Restated Credit Agreement whereby the borrowing base was increased from $227.5 million to $365.0 million. Immediately following the April 2014 Note offering, the borrowing base was reduced to $327.5 million.
Acquisitions
On
April 10, 2014, the Company entered into an agreement pursuant to which it acquired an option to purchase 5,040 gross (4,867 net) acres primarily in its Midland Basin-Core area (the “OGX Acquisition”) for total consideration of $132.8
million (net of a $1.0 million option fee). The option is exercisable at any time within the ten day period following the consummation of the Company’s current equity offering, and expires on July 31, 2014. Closing of the acquisition is
subject to satisfaction of customary closing conditions, including completion of title and other diligence.
On May 1,
2014, the Company closed its acquisition of 2,240 gross acres in its Midland Basin-Core area for total consideration of $165.3 million
(see Note 5—Acquisitions of Oil and Gas Properties)
.
Parsley Energy has evaluated subsequent events through the date these financial statements were issued. Except as described above,
Parsley Energy determined there were no additional events that required disclosure or recognition in these financial statements.
F-36
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Managers
Parsley
Energy, LLC:
We have audited the consolidated and combined balance sheets of Parsley Energy, LLC and subsidiaries
(“Parsley Energy”) as of December 31, 2013 and 2012, and the related consolidated and combined statements of operations, changes in members’ equity, and cash flows for each of the years in the three-year period ended
December 31, 2013. These consolidated and combined financial statements are the responsibility of Parsley Energy’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated and combined financial statements referred to
above present fairly, in all material respects, the financial position of Parsley Energy, LLC and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.
As
discussed in Note 1 to the consolidated and combined financial statements, the balance sheets, and the related statements of operations, changes in members’ equity, and cash flows have been prepared on a consolidated and combined basis of
accounting as a result of the reorganization of interests under common control.
/s/ KPMG LLP
Dallas, Texas
April 11, 2014
F-37
PARSLEY ENERGY, LLC
CONSOLIDATED AND COMBINED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
(in thousands)
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
19,393
|
|
|
$
|
13,673
|
|
|
Accounts receivable:
|
|
|
|
|
|
|
|
|
|
Joint interest owners and other
|
|
|
90,490
|
|
|
|
22,873
|
|
|
Oil and gas
|
|
|
15,202
|
|
|
|
5,732
|
|
|
Related parties
|
|
|
1,041
|
|
|
|
720
|
|
|
Short-term derivative instruments
|
|
|
6,999
|
|
|
|
3,555
|
|
|
Materials and supplies
|
|
|
3,078
|
|
|
|
2,211
|
|
|
Other current assets
|
|
|
1,123
|
|
|
|
314
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
137,326
|
|
|
|
49,078
|
|
|
PROPERTY, PLANT AND EQUIPMENT, AT COST
|
|
|
|
|
|
|
|
|
|
Oil and natural gas properties, successful efforts method
|
|
|
614,315
|
|
|
|
132,010
|
|
|
Accumulated depreciation, depletion and amortization
|
|
|
(34,957)
|
|
|
|
(7,879)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total oil and natural gas properties, net
|
|
|
579,358
|
|
|
|
124,131
|
|
|
Other property, plant and equipment, net
|
|
|
7,525
|
|
|
|
478
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property, plant and equipment, net
|
|
|
586,883
|
|
|
|
124,609
|
|
|
NONCURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Long-term derivative instruments
|
|
|
13,850
|
|
|
|
5,129
|
|
|
Equity investment
|
|
|
1,774
|
|
|
|
1,589
|
|
|
Deferred loan costs, net
|
|
|
2,723
|
|
|
|
834
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noncurrent assets
|
|
|
18,347
|
|
|
|
7,552
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
742,556
|
|
|
$
|
181,239
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND MEMBERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
158,385
|
|
|
$
|
42,311
|
|
|
Revenue and severance taxes payable
|
|
|
28,419
|
|
|
|
9,177
|
|
|
Current portion of long-term debt
|
|
|
227
|
|
|
|
6,750
|
|
|
Short-term derivative instruments
|
|
|
4,435
|
|
|
|
490
|
|
|
Amounts due to related parties
|
|
|
31
|
|
|
|
331
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
191,497
|
|
|
|
59,059
|
|
|
NONCURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
429,970
|
|
|
|
112,913
|
|
|
Asset retirement obligations
|
|
|
8,277
|
|
|
|
1,858
|
|
|
Deferred tax liability
|
|
|
2,572
|
|
|
|
665
|
|
|
Long-term derivative instruments
|
|
|
2,208
|
|
|
|
727
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noncurrent liabilities
|
|
|
443,027
|
|
|
|
116,163
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
MEZZANINE EQUITY
|
|
|
|
|
|
|
|
|
|
Redeemable LLC interests
|
|
|
77,158
|
|
|
|
—
|
|
|
MEMBERS’ EQUITY
|
|
|
30,874
|
|
|
|
6,017
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY
|
|
$
|
742,556
|
|
|
$
|
181,239
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated and combined financial statements.
F-38
PARSLEY ENERGY, LLC
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
(in thousands, except per share data)
|
|
|
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil sales
|
|
$
|
97,839
|
|
|
$
|
30,443
|
|
|
$
|
8,702
|
|
|
Natural gas and natural gas liquid sales
|
|
|
23,179
|
|
|
|
7,236
|
|
|
|
2,132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
121,018
|
|
|
|
37,679
|
|
|
|
10,834
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
|
16,572
|
|
|
|
4,646
|
|
|
|
1,446
|
|
|
Production and ad valorem taxes
|
|
|
7,081
|
|
|
|
2,412
|
|
|
|
610
|
|
|
Depreciation, depletion and amortization
|
|
|
28,152
|
|
|
|
6,406
|
|
|
|
1,247
|
|
|
General and administrative expenses
|
|
|
16,481
|
|
|
|
3,629
|
|
|
|
1,357
|
|
|
Accretion of asset retirement obligations
|
|
|
181
|
|
|
|
66
|
|
|
|
32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
68,467
|
|
|
|
17,159
|
|
|
|
4,692
|
|
|
Gain on sales of oil and natural gas properties
|
|
|
36
|
|
|
|
7,819
|
|
|
|
6,638
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME
|
|
|
52,587
|
|
|
|
28,339
|
|
|
|
12,780
|
|
|
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(13,714)
|
|
|
|
(6,285)
|
|
|
|
(458)
|
|
|
Prepayment premium on extinguishment of debt
|
|
|
—
|
|
|
|
(6,597)
|
|
|
|
—
|
|
|
Income from equity investment
|
|
|
184
|
|
|
|
267
|
|
|
|
136
|
|
|
Derivative loss
|
|
|
(9,800)
|
|
|
|
(2,190)
|
|
|
|
(255)
|
|
|
Other income (expense)
|
|
|
159
|
|
|
|
(81)
|
|
|
|
(267)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net
|
|
|
(23,171)
|
|
|
|
(14,886)
|
|
|
|
(844)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAXES
|
|
|
29,416
|
|
|
|
13,453
|
|
|
|
11,936
|
|
|
INCOME TAX EXPENSE
|
|
|
(1,906)
|
|
|
|
(554)
|
|
|
|
(116)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
27,510
|
|
|
$
|
12,899
|
|
|
$
|
11,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PRO FORMA INFORMATION (UNAUDITED):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
27,510
|
|
|
|
|
|
|
|
|
|
|
Pro forma provision for income taxes
|
|
|
(9,904)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma net income
|
|
$
|
17,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma net income per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average pro forma common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated and combined financial statements.
F-39
PARSLEY ENERGY, LLC
CONSOLIDATED AND COMBINED STATEMENT OF CHANGES IN MEMBERS’ EQUITY
|
|
|
|
|
|
|
|
|
Total Members’ Equity
|
|
|
|
|
(in thousands)
|
|
|
BALANCE AT DECEMBER 31, 2010
|
|
$
|
1,433
|
|
|
Net income
|
|
|
11,820
|
|
|
Distributions
|
|
|
(4,200)
|
|
|
|
|
|
|
|
|
BALANCE AT DECEMBER 31, 2011
|
|
|
9,053
|
|
|
Net income
|
|
|
12,899
|
|
|
Distributions
|
|
|
(15,935)
|
|
|
|
|
|
|
|
|
BALANCE AT DECEMBER 31, 2012
|
|
|
6,017
|
|
|
Preferred return on redeemable LLC interests
|
|
|
(3,886)
|
|
|
Deemed contribution – incentive unit compensation
|
|
|
1,233
|
|
|
Net income
|
|
|
27,510
|
|
|
|
|
|
|
|
|
BALANCE AT DECEMBER 31, 2013
|
|
$
|
30,874
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated and combined financial statements.
F-40
PARSLEY ENERGY, LLC
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
(in thousands)
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
27,510
|
|
|
$
|
12,899
|
|
|
$
|
11,820
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization
|
|
|
28,152
|
|
|
|
6,406
|
|
|
|
1,247
|
|
|
Accretion of asset retirement obligations
|
|
|
181
|
|
|
|
66
|
|
|
|
32
|
|
|
Gain on sales of oil and natural gas properties
|
|
|
(36)
|
|
|
|
(7,819)
|
|
|
|
(6,638)
|
|
|
Amortization of debt issue costs
|
|
|
1,225
|
|
|
|
853
|
|
|
|
15
|
|
|
Interest not paid in cash
|
|
|
2,597
|
|
|
|
1,845
|
|
|
|
182
|
|
|
Income from equity investment
|
|
|
(184)
|
|
|
|
(267)
|
|
|
|
(136)
|
|
|
Provision for deferred income taxes
|
|
|
1,906
|
|
|
|
548
|
|
|
|
106
|
|
|
Deemed contribution—incentive unit compensation
|
|
|
1,233
|
|
|
|
—
|
|
|
|
—
|
|
|
Derivative loss
|
|
|
9,800
|
|
|
|
2,190
|
|
|
|
255
|
|
|
Net cash (paid) received for derivative settlements
|
|
|
(198)
|
|
|
|
179
|
|
|
|
78
|
|
|
Net cash paid for option premiums
|
|
|
(16,342)
|
|
|
|
(9,318)
|
|
|
|
(851)
|
|
|
Net cash paid to margin account
|
|
|
(462)
|
|
|
|
(35)
|
|
|
|
(27)
|
|
|
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(77,086)
|
|
|
|
(18,040)
|
|
|
|
(6,969)
|
|
|
Materials and supplies
|
|
|
(867)
|
|
|
|
(1,866)
|
|
|
|
(7)
|
|
|
Other current assets
|
|
|
(348)
|
|
|
|
212
|
|
|
|
(462)
|
|
|
Accounts payable and accrued expenses
|
|
|
57,532
|
|
|
|
14,726
|
|
|
|
12,870
|
|
|
Revenue and severance taxes payable
|
|
|
19,243
|
|
|
|
3,653
|
|
|
|
3,941
|
|
|
Amounts due to/from related parties
|
|
|
(621)
|
|
|
|
(1,207)
|
|
|
|
575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
53,235
|
|
|
|
5,025
|
|
|
|
16,031
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Development of oil and natural gas properties
|
|
|
(209,859)
|
|
|
|
(66,352)
|
|
|
|
(24,919)
|
|
|
Acquisitions of oil and natural gas properties
|
|
|
(208,381)
|
|
|
|
(31,954)
|
|
|
|
—
|
|
|
Additions to other property and equipment
|
|
|
(8,121)
|
|
|
|
(328)
|
|
|
|
(244)
|
|
|
Proceeds from the sales of oil and natural gas properties
|
|
|
750
|
|
|
|
9,295
|
|
|
|
10,253
|
|
|
Investment in equity investee
|
|
|
—
|
|
|
|
(200)
|
|
|
|
(744)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(425,611)
|
|
|
|
(89,539)
|
|
|
|
(15,654)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under long-term debt
|
|
|
561,218
|
|
|
|
128,298
|
|
|
|
24,425
|
|
|
Payments on long-term debt
|
|
|
(254,100)
|
|
|
|
(37,012)
|
|
|
|
(275)
|
|
|
Debt issue costs
|
|
|
(2,294)
|
|
|
|
(871)
|
|
|
|
(171)
|
|
|
Proceeds from issuance of LLC interests
|
|
|
73,540
|
|
|
|
—
|
|
|
|
—
|
|
|
Equity issue costs
|
|
|
(268)
|
|
|
|
—
|
|
|
|
—
|
|
|
Payments of indebtedness to related parties
|
|
|
—
|
|
|
|
(235)
|
|
|
|
(50)
|
|
|
Distributions
|
|
|
—
|
|
|
|
(15,935)
|
|
|
|
(4,200)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
378,096
|
|
|
|
74,245
|
|
|
|
19,729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
5,720
|
|
|
|
(10,269)
|
|
|
|
20,106
|
|
|
Cash and cash equivalents at beginning of year
|
|
|
13,673
|
|
|
|
23,942
|
|
|
|
3,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
19,393
|
|
|
$
|
13,673
|
|
|
$
|
23,942
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
13,536
|
|
|
$
|
4,661
|
|
|
$
|
529
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset retirement obligations incurred and assumed, including changes in estimate
|
|
$
|
6,238
|
|
|
$
|
1,040
|
|
|
$
|
319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to oil and natural gas properties—change in capital accruals
|
|
$
|
58,540
|
|
|
$
|
5,593
|
|
|
$
|
2,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated and combined financial statements.
F-41
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS
Parsley Energy, LLC was formed on June 11, 2013, as a Delaware limited liability company and is primarily engaged in the acquisition, development, production, exploration, and sale of crude oil and
natural gas properties located primarily in the Permian Basin, which is located in West Texas and Southeastern New Mexico. Concurrent with the formation of Parsley Energy, LLC, all of the interest holders of Parsley Energy, L.P. (“Parsley
LP”), Parsley Energy Management, LLC (“PEM”) and Parsley Energy Operations, LLC (“PEO”) exchanged their interest in each entity in return for interest in Parsley Energy, LLC (the “Exchange”). Prior to the formation
of Parsley Energy, LLC, 67.8% of Parsley LP, 100% of PEM and 100% of PEO were held by Mr. Bryan Sheffield, Parsley Energy, LLC’s President and Chief Executive Officer (“Sheffield”). Subsequent to Parsley Energy, LLC’s
formation, Sheffield controlled 53.7% of Parsley Energy, LLC. As such, as all power and authority to control the core functions of Parsley LP, PEM and PEO were, and continue to be, controlled by Sheffield, the Exchange has been treated as a
reorganization of entities under common control and the results of Parsley LP, PEM and PEO have been consolidated and combined for all periods. The financial statements of the legal acquirer, Parsley Energy, LLC, were not significant; therefore, no
pro forma financial information is submitted.
Parsley LP was formed on February 29, 2008, as a Texas limited partnership
and is primarily engaged in the acquisition, development, production, exploration, and sale of crude oil and natural gas properties located in the Permian Basin in West Texas. On September 9, 2011, Parsley LP formed, and held all of the
interest in, Spraberry Energy, LLC (“Spraberry”), a Texas limited liability company. On November 20, 2012, Spraberry merged with and into Parsley LP, thereby terminating Spraberry’s corporate existence.
PEM was formed on February 19, 2008, as a Texas limited liability company and was formed to be the general partner of Parsley LP.
PEO was formed on February 19, 2008, as a Texas limited liability company and is primarily engaged in the operation of
crude oil and natural gas properties located in the Permian Basin in West Texas.
Parsley LP also owns a noncontrolling 50%
investment in Spraberry Production Services LLC (“SPS”). SPS was formed on August 27, 2010, as a Texas limited liability company and is primarily engaged in the oilfield services business servicing properties located in the Permian
Basin in West Texas.
NOTE 2. BASIS OF PRESENTATION
The accounts of Parsley Energy, LLC and its subsidiaries are presented in the accompanying consolidated and combined financial
statements. These consolidated and combined financial statements include the accounts of Parsley Energy, LLC and its wholly-owned subsidiaries: (i) Parsley LP, (ii) PEM, (iii) PEO, and (iv) Parsley Energy Aviation, LLC,
Texas limited liability company formed on March 22, 2013. References to “Parsley Energy” refer to Parsley Energy, LLC and all of its subsidiaries. Parsley Energy accounts for its investment in SPS on the equity method of accounting.
All significant intercompany and intra-company balances and transactions have been eliminated.
Transfers of a business between
entities under common control are accounted for as if the transfer occurred at the beginning of the period, and prior years are retrospectively adjusted to furnish comparative information. As discussed above, the Exchange has been accounted for as
transactions between entities under common control thus the accompanying consolidated and combined financial statements and related notes of Parsley Energy have been retrospectively re-cast to include the historical results of the entities involved
at historical carrying values and their operations as if they were consolidated and combined for all periods presented.
F-42
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
These consolidated and combined financial statements and related notes are presented in
accordance with accounting principles generally accepted in the United States of America (“GAAP”). Preparation in accordance with GAAP requires us to (1) adopt accounting policies within accounting rules set by the Financial
Accounting Standards Board (“FASB”) and by the Securities and Exchange Commission and (2) make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and other disclosed amounts.
Note 3—
Summary of Significant Accounting Policies
describes our significant accounting policies. Our management believes the major estimates and assumptions impacting our consolidated and combined financial statements are the
following:
|
|
•
|
|
estimates of proved reserves of oil and natural gas, which affect the calculations of depletion, depreciation and amortization and impairment of
capitalized costs of oil and natural gas properties;
|
|
|
•
|
|
estimates of asset retirement obligations;
|
|
|
•
|
|
estimates of the fair value of oil and natural gas properties we own, particularly properties that we have not yet explored, or fully explored, by
drilling and completing wells;
|
|
|
•
|
|
impairment of undeveloped properties and other assets;
|
|
|
•
|
|
depreciation of property and equipment; and
|
|
|
•
|
|
valuation of commodity derivative instruments.
|
Actual results may differ from estimates and assumptions of future events and these revisions could be material. Future production may vary materially from estimated oil and natural gas proved
reserves. Actual future prices may vary significantly from price assumptions used for determining proved reserves and for financial reporting.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and
Cash Equivalents
Cash and cash equivalents include demand deposits and funds invested in highly liquid instruments with
original maturities of three months or less and typically exceed federally insured limits.
Accounts Receivable
Accounts receivable consist of receivables from joint interest owners on properties Parsley Energy operates and crude oil, natural gas and
natural gas liquids production delivered to purchasers. The purchasers remit payment for production directly to Parsley Energy. Most payments are received within three months after the production date.
Amounts due from joint interest owners or purchasers are stated net of an allowance for doubtful accounts when Parsley Energy believes
collection is doubtful. For receivables from joint interest owners, Parsley Energy typically has the ability to withhold future revenue disbursements to recover any non-payment of joint interest billings. Accounts receivable outstanding longer than
the contractual payment terms are considered past due. Parsley Energy determines its allowance by considering a number of factors, including the length of time accounts receivable are past due, Parsley Energy’s previous loss history, the
debtor’s current ability to pay its obligation to Parsley Energy, the condition of the general economy and the industry as a whole. Parsley Energy writes off specific accounts receivable when they become uncollectible, and payments subsequently
received on such receivables are credited to the allowance for doubtful accounts. No allowance was deemed necessary at December 31, 2013 or December 31, 2012.
F-43
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
For the years ended December 31, 2013, 2012 and 2011, each of the following
purchasers accounted for more than 10% of our revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
Enterprise Crude Oil, LLC
|
|
|
20
|
%
|
|
|
26
|
%
|
|
|
16
|
%
|
|
Permian Transport & Trading
|
|
|
25
|
%
|
|
|
20
|
%
|
|
|
6
|
%
|
|
Shell Trading (US) Company
|
|
|
7
|
%
|
|
|
17
|
%
|
|
|
30
|
%
|
|
Plains Marketing, L.P.
|
|
|
22
|
%
|
|
|
16
|
%
|
|
|
24
|
%
|
|
Atlas Pipeline Mid-Continent WestTex, LLC.
|
|
|
16
|
%
|
|
|
14
|
%
|
|
|
18
|
%
|
Parsley Energy does not require collateral and does not believe the loss of any single purchaser would
materially impact its operating results, as crude oil and natural gas are fungible products with well-established markets and numerous purchasers.
Material and Supplies
Materials and supplies are stated at the lower of
cost or market and consists of oil and gas drilling or repair items such as tubing, casing and pumping units. These items are primarily acquired for use in future drilling or repair operations and are carried at lower of cost or market.
“Market”, in the context of valuation, represents net realizable value, which is the amount that Parsley Energy is allowed to bill to the joint accounts under joint operating agreements to which Parsley Energy is a party. As of
December 31, 2013, Parsley Energy estimated that all of its tubular goods and equipment will be utilized within one year.
Oil and
Natural Gas Properties
Oil and natural gas exploration, development and production activities are accounted for in
accordance with the successful efforts method of accounting. Under this method, costs of acquiring properties, costs of drilling successful exploration wells, and development costs are capitalized. The costs of exploratory wells are initially
capitalized pending a determination of whether proved reserves have been found. At the completion of drilling activities, the costs of exploratory wells remain capitalized if determination is made that proved reserves have been found. If no proved
reserves have been found, the costs of each of the related exploratory wells are charged to expense. In some cases, a determination of proved reserves cannot be made at the completion of drilling, requiring additional testing and evaluation of the
wells. The costs of such exploratory wells are expensed if a determination of proved reserves has not been made within a twelve-month period after drilling is complete. Exploration costs such as geological, geophysical, and seismic costs are
expensed as incurred.
As exploration and development work progresses and the reserves on these properties are proven,
capitalized costs attributed to the properties are subject to depreciation, depletion and amortization (“DD&A”). Depletion of capitalized costs is provided using the units-of-production method based on proved oil and gas reserves
related to the associated reservoir. At December 31, 2013, 2012 and 2011, Parsley Energy had excluded $68.2 million, $14.0 million and $2.5 million, respectively, of capitalized costs from depletion. Depreciation and depletion expense on
capitalized oil and gas property was $27.1 million, $6.3 million and $1.2 million for the years ended December 31, 2013, 2012 and 2011, respectively. Parsley Energy had no exploratory wells in progress at December 31, 2013, 2012 or 2011.
Parsley Energy capitalizes interest, if debt is outstanding, during drilling operations in its exploration and development
activities. During the years ended December 31, 2013, 2012 and 2011, Parsley Energy capitalized interest of $3.4 million, $1.0 million and $0.2 million, respectively.
F-44
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
On the sale of a complete or partial unit of a proved property or pipeline and related
facilities, the cost and related accumulated depreciation, depletion, and amortization are removed from the property accounts, and any gain or loss is recognized.
For sales of entire working interests in unproved properties, gain or loss is recognized to the extent of the difference between the proceeds received and the net carrying value of the property. Proceeds
from sales of partial interests in unproved properties are accounted for as a recovery of costs unless the proceeds exceed the entire cost of the property.
Oil and Gas Reserves
The estimates of proved oil and natural gas reserves
utilized in the preparation of the consolidated and combined financial statements are estimated in accordance with the rules established by the SEC and the FASB. These rules require that reserve estimates be prepared under existing economic and
operating conditions using a trailing 12-month average price with no provision for price and cost escalations in future years except by contractual arrangements.
Reserve estimates are inherently imprecise. Accordingly, the estimates are expected to change as more current information becomes available. Oil and gas properties are depleted by reservoir using the
units-of-production method. Capitalized drilling and development costs of producing oil and natural gas properties are depleted over proved developed reserves and leasehold costs are depleted over total proved reserves. It is possible that, because
of changes in market conditions or the inherent imprecision of reserve estimates, the estimates of future cash inflows, future gross revenues, the amount of oil and natural gas reserves, the remaining estimated lives of oil and natural gas
properties, or any combination of the above may be increased or decreased. Increases in recoverable economic volumes generally reduce per unit depletion rates while decreases in recoverable economic volumes generally increase per unit depletion
rates.
Other Property and Equipment
Other property and equipment is recorded at cost. Parsley Energy expenses maintenance and repairs in the period incurred. Upon retirements or disposition of assets, the cost and related accumulated
depreciation are removed from the consolidated and combined balance sheet with the resulting gains or losses, if any, reflected in operations. Depreciation of other property and equipment is computed using the straight line method over their
estimated useful lives, which range from three to fifteen years. Depreciation expense on other property and equipment was $1.1 million, $0.1 million and $0.1 million for the years ended December 31, 2013, 2012 and 2011, respectively.
Asset retirement obligations
For Parsley Energy, asset retirement obligations represent the future abandonment costs of tangible assets, namely the plugging and abandonment of wells and land remediation. The fair value of a liability
for an asset’s retirement obligation is recorded in the period in which it is incurred if a reasonable estimate of fair value can be made and the corresponding cost is capitalized as part of the carrying amount of the related long-lived asset.
The liability is accreted to its then present value each period. If the liability is settled for an amount other than the recorded amount, the difference is recorded in oil and natural gas properties.
Inherent to the present-value calculation are numerous estimates, assumptions, and judgments, including, but not limited to: the ultimate
settlement amounts, inflation factors, credit-adjusted risk-free rates, timing of settlement, and changes in the legal, regulatory, environmental, and political environments. To the extent future
F-45
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
revisions to these assumptions affect the present value of the abandonment liability, Parsley Energy makes corresponding adjustments to both the asset retirement obligation and the related oil
and natural gas property asset balance. These revisions result in prospective changes to DD&A expense and accretion of the discounted abandonment liability.
The following table summarizes the changes in Parsley Energy’s asset retirement obligation for the period indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
Asset retirement obligations, beginning of year
|
|
$
|
1,858
|
|
|
$
|
751
|
|
|
Additional liabilities incurred
|
|
|
3,915
|
|
|
|
919
|
|
|
Liabilities assumed
|
|
|
2,420
|
|
|
|
210
|
|
|
Disposition of wells
|
|
|
(45)
|
|
|
|
—
|
|
|
Accretion expense
|
|
|
181
|
|
|
|
66
|
|
|
Liabilities settled upon plugging and abandoning wells
|
|
|
(3)
|
|
|
|
(88)
|
|
|
Revision of estimates
|
|
|
(49)
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset retirement obligations, end of year
|
|
$
|
8,277
|
|
|
$
|
1,858
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of Long-Lived Assets
Parsley Energy reviews its long-lived assets to be held and used, including proved oil and natural gas properties by reservoir. Whenever events or circumstances indicate that the carrying value of those
assets may not be recoverable, an impairment loss is indicated if the sum of the expected future cash flows is less than the carrying amount of the assets. In this circumstance, Parsley Energy recognizes an impairment loss for the amount by which
the carrying amount of the asset exceeds the estimated fair value of the asset. Parsley Energy reviews its oil and natural gas properties by amortization base or by individual well for those wells not constituting part of an amortization base. For
each property determined to be impaired, an impairment loss equal to the difference between the carrying value of the properties and the estimated fair value (discounted future cash flows) of the properties would be recognized at that time.
Estimating future cash flows involves the use of judgments, including estimation of the proved and unproved oil and natural gas reserve quantities, timing of development and production, expected future commodity prices, capital expenditures and
production costs. Parsley Energy recognized no impairment expense during the years ended December 31, 2013, 2012 or 2011.
Unproved oil and natural gas properties are each periodically assessed for impairment by considering future drilling plans, the results
of exploration activities, commodity price outlooks, planned future sales or expiration of all or a portion of such projects. Parsley Energy recorded no impairment charge during the years ended December 31, 2013, 2012 or 2011.
Equity Investments
Equity investments in which Parsley Energy exercises significant influence but does not control are accounted for using the equity method.
Under the equity method, generally Parsley Energy’s share of investees’ earnings or loss, after elimination of intra-company profit or loss, is recognized in the consolidated and combined statement of operations. Parsley Energy reviews its
investments to determine if a loss in value which is other than a temporary decline has occurred. If such loss has occurred, Parsley Energy would recognize an impairment provision. There was no impairment for Parsley Energy’s equity investments
for the years ended December 31, 2013, 2012 or 2011.
F-46
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Derivative Instruments
Parsley Energy uses derivative financial instruments to reduce exposure to fluctuations in commodity prices. These transactions are in the form of crude options and collars.
Parsley Energy reports the fair value of derivatives on the Consolidated and Combined Balance Sheets in derivative instrument assets and
derivative instrument liabilities as either current or noncurrent. Parsley Energy determines the current and noncurrent classification based on the timing of expected future cash flows of individual trades. Parsley Energy reports these on a gross
basis by contract.
Parsley Energy’s derivative instruments were not designated as hedges for accounting purposes for any
of the periods presented. Accordingly, the changes in fair value are recognized in the Consolidated and Combined Statements of Operations in the period of change. Gains and losses from derivatives are included in cash flows from operating
activities.
Fair Value of Financial Instruments
Fair value represents the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the reporting date. Parsley
Energy’s assets and liabilities that are measured at fair value at each reporting date are classified according to a hierarchy that prioritizes inputs and assumptions underlying the valuation techniques. This fair value hierarchy gives the
highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs, and consists of three broad levels:
|
|
•
|
|
Level 1 measurements are obtained using unadjusted quoted prices in active markets that are accessible at the measurement date for identical
unrestricted assets or liabilities as of the reporting date.
|
|
|
•
|
|
Level 2 measurements use as inputs market prices which are either directly or indirectly observable as of the reporting date for similar commodity
derivative contracts. Parsley Energy valued its level 2 assets and liabilities using industry-standard models that considered various assumptions including current market and contractual prices for the underlying instruments, time value, volatility
factors, nonperformance risk, as well as other relevant economic measures. Substantially all of these inputs are observable in the marketplace throughout the full term of the instrument and can be supported by observable data.
|
|
|
•
|
|
Level 3 measurements are based on process or valuation models that use inputs that are both significant to the fair value measurement and less
observable from objective sources (i.e., supported by little of no market activity). These inputs generally reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.
|
Valuation techniques that maximize the use of observable inputs are favored. Assets and liabilities are
classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the
placement of assets and liabilities within the levels of the fair value hierarchy. Reclassifications of fair value between level 1, level 2, and level 3 of the fair value hierarchy, if applicable, are made at the end of each quarter.
Deferred Loan Costs
Deferred loan costs are stated at cost, net of amortization, and are amortized to interest expense using the effective interest method over the life of the loan.
F-47
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Revenue Recognition
Revenues from the sale of crude oil, natural gas and natural gas liquids are recognized when the production is sold, net of any royalty interest. Because final settlement of Parsley Energy’s
hydrocarbon sales can take up to two months, the expected sales volumes and prices for those properties are estimated and accrued using information available at the time the revenue is recorded. Natural gas revenues are recorded using the
entitlement method of accounting whereby revenue is recognized based on Parsley Energy’s proportionate share of natural gas production. At December 31, 2013 and 2012, Parsley Energy did not have any natural gas imbalances. Transportation
expenses are included as a reduction of natural gas revenue and are not material.
Income Taxes
Parsley Energy, LLC is organized as a Delaware limited liability company and is treated as a flow-through entity for U.S. federal income
tax purposes. As a result, the net taxable income of Parsley Energy, LLC and any related tax credits are passed through to the members and are included in their tax returns even though such net taxable income or tax credits may not have actually
been distributed. Accordingly, no U.S. federal tax provision has been made in the financial statements of Parsley Energy.
However, Parsley Energy’s operations located in Texas are subject to an entity-level tax, the Texas margin tax, at a statutory rate
of up to 1.0% of income that is apportioned to Texas. Deferred tax assets and liabilities are recognized for future Texas margin tax consequences attributable to differences between the financial statement carrying amount of existing assets and
liabilities and their respective Texas margin tax bases. At December 31, 2013 and 2012, Parsley Energy’s net long-term deferred tax liability related solely to carrying value differences associated with Parsley Energy’s property,
plant and equipment.
These financial statements have been prepared in anticipation of a proposed initial public offering (the
‘‘Offering’’) of Parsley Energy’s wholly-owned subsidiary, Parsley Energy, Inc. In connection with the Offering, interests in Parsley Energy, LLC will be contributed to a newly formed Delaware corporation which will be
treated as a taxable C corporation and thus will be subject to U.S. federal and state income taxes. Accordingly, a pro forma income tax provision has been disclosed as if Parsley Energy was a taxable corporation for all periods presented.
Parsley Energy has computed pro forma tax expense using a 36% blended corporate level U.S. federal and state tax rate.
Net Income Per Unit
Parsley Energy has omitted net income per unit due to the limited number of unit holders for the periods presented.
Comprehensive Income
Parsley Energy has no elements of comprehensive income other than net income.
Segment
Reporting
Parsley Energy operates in only one industry segment: the oil and natural gas exploration and production
industry in the United States. All revenues are derived from customers located in the United States.
F-48
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
NOTE 4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment includes the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
Oil and natural gas properties:
|
|
|
|
|
|
|
|
|
|
Subject to depletion
|
|
|
$546,072
|
|
|
$
|
117,988
|
|
|
Not subject to depletion-acquisition costs
|
|
|
|
|
|
|
|
|
|
Incurred in 2013
|
|
|
65,666
|
|
|
|
—
|
|
|
Incurred in 2012
|
|
|
2,577
|
|
|
|
14,022
|
|
|
|
|
|
|
|
|
|
|
|
|
Total not subject to depletion
|
|
|
68,243
|
|
|
|
14,022
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross oil and natural gas properties
|
|
|
614,315
|
|
|
|
132,010
|
|
|
Less accumulated depreciation, depletion and amortization
|
|
|
(34,957)
|
|
|
|
(7,879)
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas properties, net
|
|
|
579,358
|
|
|
|
124,131
|
|
|
|
|
|
|
|
|
|
|
|
|
Other property and equipment
|
|
|
8,890
|
|
|
|
769
|
|
|
Less accumulated depreciation
|
|
|
(1,365)
|
|
|
|
(291)
|
|
|
|
|
|
|
|
|
|
|
|
|
Other property and equipment, net
|
|
|
7,525
|
|
|
|
478
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
$586,883
|
|
|
$
|
124,609
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 5. ACQUISITIONS OF OIL AND GAS PROPERTIES
The following acquisitions were accounted for using the acquisition method under Accounting Standards Codification (“ASC”) Topic
805,
Business Combinations
, which requires the acquired assets and liabilities to be recorded at fair values as of the respective acquisition dates.
During 2012, Parsley Energy acquired, from unaffiliated individuals and entities, additional working interests in wells it operates through a number of separate, individually negotiated transactions for
an aggregate cash consideration of $9.7 million. Parsley Energy reflected the total consideration paid as part of its cost subject to depletion within its oil and gas properties.
In October 2012, Parsley Energy acquired, from Diamond K Production, LLC, an entity owned by Diamond K Interests, LP, a Member of
Parsley Energy, additional working interests in wells it operates for an aggregate cash consideration of $8.2 million. Parsley Energy reflected the total consideration paid as part of its cost subject to depletion within its oil and gas properties.
During 2013, Parsley Energy acquired, from certain of its directors and officers, additional working interests in wells it
operates through a number of separate, individually negotiated transactions for an aggregate cash consideration of $19.4 million. Parsley Energy reflected the total consideration paid as part of its cost subject to depletion within its oil and gas
properties.
During 2013, Parsley Energy acquired, from unaffiliated individuals and entities, additional working interests in
wells it operates through a number of separate, individually negotiated transactions for an aggregate total cash consideration of $25.1 million. Parsley Energy reflected the total consideration paid as part of its cost subject to depletion within
its oil and gas properties.
F-49
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
In October 2013, Parsley Energy acquired oil and gas properties including 5,818 gross
(5,330 net) acres primarily in Upton and Reagan Counties, Texas. Parsley Energy’s total consideration paid was $18.0 million. The final purchase price allocation is pending the determination of adjustments from the effective date and the
completion of the valuation of the assets acquired and liabilities assumed.
|
|
|
|
|
|
|
Consideration given
|
|
$
|
18,001
|
|
|
|
|
|
|
|
|
Allocation of purchase price
|
|
|
|
|
|
Proved oil and gas properties
|
|
$
|
14,734
|
|
|
Unproved oil and gas properties
|
|
|
4,729
|
|
|
|
|
|
|
|
|
Total fair value of oil and gas properties acquired
|
|
|
19,463
|
|
|
Asset retirement obligation
|
|
|
(1,462)
|
|
|
|
|
|
|
|
|
Fair value of net assets acquired
|
|
$
|
18,001
|
|
|
|
|
|
|
|
In December 2013, Parsley Energy acquired oil and gas properties including 3,250 gross (2,595 net) acres
in Upton and Reagan Counties, Texas. Parsley Energy’s total consideration paid was $32.3 million. The final purchase price allocation is pending the determination of adjustments from the effective date and the completion of the valuation of the
assets acquired and liabilities assumed.
|
|
|
|
|
|
|
Consideration given
|
|
$
|
32,260
|
|
|
|
|
|
|
|
|
Allocation of purchase price
|
|
|
|
|
|
Proved oil and gas properties
|
|
$
|
24,365
|
|
|
Unproved oil and gas properties
|
|
|
8,062
|
|
|
|
|
|
|
|
|
Total fair value of oil and gas properties acquired
|
|
|
32,427
|
|
|
Asset retirement obligation
|
|
|
(167)
|
|
|
|
|
|
|
|
|
Fair value of net assets acquired
|
|
$
|
32,260
|
|
|
|
|
|
|
|
On December 30, 2013, Parsley Energy acquired non-operated working interests in a number of wells which
it currently operates for $80.0 million (the “Merit Acquisition”). The transaction did not increase Parsley Energy’s gross acreage position, but increases its net acreage by 637 acres in Upton County, Texas.
The following table summarizes the purchase price and the values of assets acquired and liabilities assumed (in thousands):
|
|
|
|
|
|
|
Consideration given
|
|
$
|
80,006
|
|
|
|
|
|
|
|
|
Allocation of purchase price
|
|
|
|
|
|
Proved oil and gas properties
|
|
$
|
54,440
|
|
|
Unproved oil and gas properties
|
|
|
26,358
|
|
|
|
|
|
|
|
|
Total fair value of oil and gas properties acquired
|
|
|
80,798
|
|
|
Asset retirement obligations
|
|
|
(792)
|
|
|
|
|
|
|
|
|
Fair value of net assets acquired
|
|
$
|
80,006
|
|
|
|
|
|
|
|
F-50
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Pro Forma Financial Information
For the years ended December 31, 2013, 2012 and 2011, the following pro forma financial information represents the combined results
for the Company and the properties acquired in the Merit Acquisition as if the acquisition and the required financing had occurred on January 1, 2011. For purposes of the pro forma it was assumed that the Company’s revolving credit
facility was used to finance the Merit Acquisition. The pro forma information includes the effects of adjustments for depletion, depreciation, amortization expense of $1.5 million, $1.0 million and nil for the years ended December 31, 2013, 2012 and
2011, respectively, and accretion of asset retirement obligations expense of $0.01 million for each of the years ended December 31, 2013, 2012 and 2011. The pro forma information also includes the effects of incremental interest expense on
acquisition financing of $2.6 million for each of the years ended December 31, 2013, 2012 and 2011.
The following pro
forma results (in thousands) do not include any cost savings or other synergies that may result from the acquisitions or any estimated costs that have been or will be incurred by the Company to integrate the properties acquired. The pro forma
results are not necessarily indicative of what actually would have occurred if the acquisitions had been completed as of the beginning of the period, nor are they necessarily indicative of future results.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
Revenues
|
|
$
|
134,940
|
|
|
$
|
43,267
|
|
|
$
|
10,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
35,987
|
|
|
$
|
14,345
|
|
|
$
|
9,278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In addition to the above acquisitions, Parsley Energy incurred a total of $32.7 million and $14.0 million
of leasehold acquisition costs during the years ended December 31, 2013 and 2012.
NOTE 6. SALES OF OIL AND
NATURAL GAS PROPERTIES
In August 2011, Parsley Energy sold 1,145 net unevaluated acres in Midland County, Texas for $5.0
million, resulting in a realized gain of $4.0 million.
In August 2011, Parsley Energy sold 1,920 net unevaluated acres in
Irion County, Texas for $1.0 million, resulting in a realized loss of $0.2 million.
In October 2011, Parsley Energy sold
4,026 net unevaluated acres in Crockett County, Texas for $2.5 million, resulting in a realized gain of $2.0 million.
In
November 2011, Parsley Energy sold 2,240 net unevaluated acres in Upton County, Texas for $1.2 million, resulting in a realized gain of $0.3 million.
In December 2011, Parsley Energy sold 933 net unevaluated acres in Glasscock and Martin Counties, Texas for $0.6 million, resulting in a realized gain of $0.5 million.
In April 2012, Parsley Energy sold 2,652 net unevaluated acres in Dawson, Glasscock, Howard, Martin and Upton Counties, Texas for $8.6
million and realized a $7.5 million gain on the sale.
In November 2012, Parsley Energy sold 960 net unevaluated acres in
Howard County, Texas for total proceeds of $0.7 million and realized a $0.3 million gain on the sale.
In August 2013, Parsley
Energy sold its interest in seven non-operated wells and 190 net acres for total proceeds of $0.8 million and realized a $36,000 gain on the sale.
F-51
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
NOTE 7. EQUITY INVESTMENT
We use the equity method of accounting for our investment in SPS, with earnings or losses, after adjustment for intra-company profits and
losses, reported in the income (loss) from equity investment line on the consolidated and combined statements of operations.
As of December 31, 2013 and 2012, the balance of Parsley Energy’s investment in SPS was $1.8 million and $1.6 million,
respectively. The investment balance was increased during 2012 by $0.2 million for cash contributions and by $0.7 million for each of the years ended December 31, 2013 and 2012 for Parsley Energy’s share of SPS’ net income,
before adjustment for intra-company profits and losses. During the years ended December 31, 2013 and 2012, SPS provided services to Parsley Energy in its oil and natural gas field development operations, which Parsley Energy capitalized as
part of its oil and gas properties. As such, that portion of Parsley Energy’s share of SPS’ gross profit from these services totaling $0.5 million and $0.4 million, respectively, was subsequently eliminated from its share of
SPS’s net income and a corresponding reduction was made to the carrying value of its investment.
NOTE 8.
DERIVATIVE FINANCIAL INSTRUMENTS
Commodity Derivative Instruments and Concentration of Risk
Objective and Strategy
Parsley Energy uses derivative financial instruments to manage its exposure to cash-flow variability from commodity-price risk inherent in its crude oil exploration and production activities. These
include exchange traded and over-the-counter (OTC) crude options and collars with the underlying contract and settlement pricings based on NYMEX West Texas Intermediate (WTI). Options and collars are used to establish a floor price, or floor and
ceiling prices, for expected future oil sales. Three way collars are also used to manage commodity price risk. A three way collar is a combination of three options: a sold call, a purchased put, and a sold put. The sold call establishes the maximum
price that Parsley Energy will receive for the contracted commodity volumes. The purchased put establishes the minimum price that Parsley Energy will receive for the contracted volumes unless the market price for the commodity falls below the sold
put strike price, at which point the minimum price equals the reference price plus the excess of the purchased put strike price over the sold put strike price. As of December 31, 2013, we had entered into hedging contracts through February 2016
covering a total of approximately 2,779 MBoe of our projected oil production primarily through the purchases of put spreads and three-way collars.
Derivative Activities
The following table summarizes the open
positions for the commodity derivative instruments held by Parsley Energy at December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
Crude Options
|
|
Notional
(MBbl)
|
|
|
Weighted Average
Strike
Price
|
|
|
Purchased
|
|
|
|
|
|
|
|
|
|
Puts
|
|
|
2,744
|
|
|
$
|
88.76
|
|
|
Calls
|
|
|
35
|
|
|
$
|
110.00
|
|
|
Sold
|
|
|
|
|
|
|
|
|
|
Puts
|
|
|
(2,744)
|
|
|
$
|
59.05
|
|
|
Calls
|
|
|
(473)
|
|
|
$
|
119.84
|
|
F-52
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Effect of Derivative Instruments on the Consolidated and Combined Financial Statements
Consolidated and Combined Balance Sheets
The following table summarizes the gross fair values of Parsley Energy’s commodity derivative instruments as of the reporting dates
indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
Short-term derivative instruments
|
|
$
|
6,999
|
|
|
$
|
3,555
|
|
|
Long-term derivative instruments
|
|
|
13,850
|
|
|
|
5,129
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative instruments—asset
|
|
|
20,849
|
|
|
|
8,684
|
|
|
Short-term derivative instruments
|
|
|
(4,435)
|
|
|
|
(490)
|
|
|
Long-term derivative instruments
|
|
|
(2,208)
|
|
|
|
(727)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative instruments—liability
|
|
|
(6,643)
|
|
|
|
(1,217)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net commodity derivative asset
|
|
$
|
14,206
|
|
|
$
|
7,467
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated and Combined Statements of Operation
Losses related to Parsley Energy’s derivative activities were $9.8 million, $2.2 million, and $0.3 million for the years ended
December 31, 2013, 2012, and 2011, respectively. These losses are included in the Consolidated and Combined Statements of Operations line item,
Derivative loss
.
Offsetting of Derivative Assets and Liabilities
Parsley Energy has
agreements in place with all its counterparties that allow for the financial right of offset for derivative assets and liabilities at settlement or in the event of default under the agreements. Additionally, Parsley Energy maintains accounts with
its brokers to facilitate financial derivative transactions in support of its risk management activities. Based on the value of Parsley Energy’s positions in these accounts and the associated margin requirements, Parsley Energy may be required
to deposit cash into these broker accounts. During the twelve months ended December 31, 2013 and 2012, Parsley Energy had posted margins with some of its counterparties to collateralize certain derivative positions. The following table presents
Parsley Energy’s net exposure from its offsetting derivative asset and liability positions, as well as cash collateral on deposit with the brokers as of the reporting dates indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Amount
Presented
on
Balance Sheet
|
|
|
Netting
Adjustments
|
|
|
Cash
Collateral
Posted
(Received)
|
|
|
Net
Exposure
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative assets with right of offset or master netting agreements
|
|
$
|
20,850
|
|
|
$
|
(6,643)
|
|
|
$
|
524
|
|
|
$
|
14,731
|
|
|
Derivative liabilities with right of offset or master netting agreements
|
|
|
(6,643)
|
|
|
|
6,643
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative assets with right of offset or master netting agreements
|
|
$
|
8,684
|
|
|
$
|
(1,217)
|
|
|
$
|
49
|
|
|
$
|
7,516
|
|
|
Derivative liabilities with right of offset or master netting agreements
|
|
|
(1,217)
|
|
|
|
1,217
|
|
|
|
—
|
|
|
|
—
|
|
F-53
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Concentration of Credit Risk
The financial integrity of Parsley Energy’s exchange traded contracts is assured by NYMEX through systems of financial safeguards and
transaction guarantees, and is therefore subject to nominal credit risk. Over-the-counter traded options expose Parsley Energy to counterparty credit risk. These OTC options are entered into with a large multinational financial institution with
investment grade credit rating or through brokers that require all the transaction parties to collateralize their open option positions. The gross and net credit exposure from our commodity derivative contracts as of December 31, 2013 and 2012
is summarized in the table above.
Parsley Energy monitors the creditworthiness of its counterparties, established credit
limits according to Parsley Energy’s credit policies and guidelines, and assesses the impact on fair values of its counterparties’ creditworthiness. Parsley Energy has netting agreements with its counterparties and brokers that permit net
settlement of gross commodity derivative assets against gross commodity derivative liabilities, and routinely exercises its contractual right to offset realized gains against realized losses when settling with derivative counterparties. Parsley
Energy did not incur any losses due to counterparty bankruptcy filings during any of the years ended December 31, 2013, 2012 or 2011.
Credit Risk Related Contingent Features in Derivatives
Certain commodity derivative instruments contain provisions that require Parsley Energy to either post additional collateral or immediately settle any outstanding liability balances upon the occurrence of
a specified credit risk related event. These events, which are defined by the existing commodity derivative contracts, are primarily downgrades in the credit ratings of Parsley Energy and its affiliates. None of Parsley Energy’s commodity
derivative instruments were in a net liability position with respect to any individual counterparty at December 31, 2013 or 2012.
NOTE 9. DEBT
Parsley Energy’s debt consists of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
Revolving credit facility
|
|
$
|
234,750
|
|
|
$
|
38,000
|
|
|
Term loans
|
|
|
—
|
|
|
|
26,438
|
|
|
Second lien term loan
|
|
|
192,854
|
|
|
|
55,225
|
|
|
Aircraft term loan
|
|
|
2,593
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
|
430,197
|
|
|
|
119,663
|
|
|
Less: current portion
|
|
|
(227)
|
|
|
|
(6,750)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt
|
|
$
|
429,970
|
|
|
$
|
112,913
|
|
|
|
|
|
|
|
|
|
|
|
Spraberry Obligation
On November 1, 2011, Spraberry entered into a syndicated credit agreement (the “Spraberry Credit Agreement”) providing for term loans up to an aggregate principal amount of $40.0 million
for the development of its oil and natural gas properties, and with an original maturity date of December 31, 2014. The Spraberry Credit Agreement was subsequently amended, on April 26, 2012, to increase the aggregate commitment to
$50.0 million. Throughout its term, the Spraberry Credit Agreement bore interest at the combined rate equal to
F-54
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(i) the greater of 1.0% and the three-month LIBO rate, plus 10.5%, paid in cash, plus (ii) 7.0% paid-in-kind by adding to the principal balance outstanding. In addition, each borrowing
was also subject to a 2.0% original issue discount upon funding. On November 20, 2012, Parsley Energy repaid the entire balance outstanding, including unpaid principal, fees and accrued interest totaling $35.1 million and a prepayment premium
of $6.6 million, for a total payment of $41.7 million. Parsley Energy also recognized as additional interest expense, at the time of repayment, $0.5 million of unamortized original issue discount and $0.1 million of unamortized loan costs.
First Lien Obligations
Western National Bank Facility
On July 26, 2010, Parsley Energy entered into a loan agreement with Western National Bank (the “2010 Loan Agreement”) providing for a revolving line of credit in the original principal
amount of $2.5 million, an original maturity date of July 26, 2011, and an initial borrowing base of $1.3 million. Loans under the 2010 Loan Agreement bore interest at a rate equal to the bank’s reference rate, as defined in the March 2010
Loan Agreement, plus 1.0%, but in no event less than 6.0%. Obligations under the 2010 Loan Agreement were secured by a first lien on substantially all of Parsley Energy’s oil and natural gas properties.
On December 7, 2010, Parsley Energy entered into the First Amendment to the 2010 Loan Agreement which increased the borrowing base
to $2.3 million.
On March 23, 2011, Parsley Energy entered into an agreement to extend and renew the 2010 Loan Agreement
with a new revolving line of credit note with Western National Bank (the “March 2011 Loan Agreement”) providing for a revolving line of credit in the original principal amount of $7.0 million, an original maturity date of March 23,
2013, and an initial borrowing base of $3.5 million. Loans under the March 2011 Loan Agreement bore interest at a rate equal to the bank’s reference rate, as defined in the March 2011 Loan Agreement, plus 1.0%, but in no event less than 6.0%.
Obligations under the March 2011 Loan Agreement were secured by a first lien on all of Parsley Energy’s oil and natural gas properties.
On June 1, 2011, Parsley Energy entered into the First Amendment to the March 2011 Loan Agreement which increased the borrowing base to $4.3 million.
On August 10, 2011, Parsley Energy entered into the Second Amendment to the March 2011 Loan Agreement which increased the borrowing
base to $5.8 million and amended the maturity date to January 31, 2012.
On December 8, 2011, Parsley Energy entered
into an agreement to extend and renew the March 2011 Loan Agreement with a new revolving line of credit note with Western National Bank (the “December 2011 LOC Agreement”) providing for a revolving line of credit in the original principal
amount of $10.0 million, an original maturity date of December 23, 2012, and an initial borrowing base of $5.5 million. Concurrent with entering into the December 2011 LOC Agreement, Parsley Energy also entered into a $5.8 million term loan
with Western National Bank (the “December 2011 Term Loan”), with an original maturity date of December 23, 2015. Amounts outstanding under both the December 2011 LOC Agreement and the December 2011 Term Loan bore interest at a rate
equal to the bank’s reference rate, as defined in the December 2011 LOC Agreement and the December 2011 Term Loan, plus 0.25%, but in no event less than 5.25%. Obligations under both the December 2011 LOC Agreement and December 2011 Term Loan
were secured by a first lien on all of Parsley Energy’s oil and natural gas properties. The December 2011 Term Loan required monthly principal payments, plus accrued interest, of $0.1 million commencing January 23, 2012 until
December 23, 2015.
F-55
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
On June 6, 2012, Parsley Energy entered into an agreement to extend and renew the
December 2011 LOC Agreement with a new revolving line of credit note with Western National Bank (the “June 2012 LOC Agreement”) providing for a revolving line of credit in the original principal amount of $50.0 million, an original
maturity date of June 6, 2014 and an initial borrowing base of $14.0 million. Concurrent with entering into the June 2012 LOC Agreement, Parsley Energy also entered into an agreement to extend and renew the December 2011 Term Loan with a new
$10.8 million term loan (the “June 2012 Term Loan”), with an original maturity of June 6, 2016. Amounts outstanding under both the June 2012 LOC Agreement and the June 2012 Term Loan bear interest at a rate equal to the bank’s
reference rate, as defined in the June 2012 LOC Agreement or June 2012 Term Loan, as applicable, but in no event less than 3.75%. Obligations under both the June 2012 Term Loan and the June 2012 LOC Agreement are secured by a first lien on all of
Parsley Energy’s oil and natural gas properties. The June 2012 Term Loan required monthly principal payments, plus accrued interest, of $0.2 million commencing July 6, 2012 until June 6, 2016.
On July 31, 2012, Parsley Energy entered into the First Amendment to the June 2012 LOC Agreement, which increased the borrowing base
to $14.0 million to $17.0 million.
On October 26, 2012, Parsley Energy entered into the Second Amendment to the June
2012 LOC Agreement, which increased the borrowing base from $17.0 million to $27.0 million.
On November 20, 2012,
Parsley Energy entered into an agreement to extend and renew the June 2012 LOC Agreement with a new revolving line of credit note with Western National Bank (the “November 2012 LOC Agreement”) providing for a revolving line of credit in
the original principal amount of $100.0 million, an original maturity date of November 20, 2014, and an initial borrowing base of $38.0 million. Concurrent with entering into the November 2012 LOC Agreement, Parsley Energy also entered into an
agreement to extend and renew the June 2012 Term Loan with a new $27.0 million term loan (the “November 2012 Term Loan”), with an original maturity of November 20, 2016. Amounts outstanding under both the November 2012 LOC Agreement
and the November 2012 Term Loan bear interest at a rate equal to the bank’s reference rate, as defined in the November 2012 LOC Agreement or the November 2012 Term Loan, as applicable, plus an applicable margin ranging from 50 basis points to
125 basis points, depending on the percentage of the commitment utilized. Obligations under both the November 2012 Term Loan and the November 2012 LOC Agreement are secured by a first lien on all of Parsley Energy’s oil and natural gas
properties. The November 2012 Term Loan required monthly principal payments, plus accrued interest, of $0.6 million commencing December 20, 2012 until November 20, 2016.
The agreement governing both the November 2012 LOC Agreement and the November 2012 (the “Credit Agreement”) contained certain
covenants, which include the maintenance of the following financial covenants: (1) beginning March 31, 2013, a Consolidated Current Ratio of not less than 1.00:1.00; (2) a Debt Service Ratio of not less than (a) 1.5 to 1.00 for
the months ending October 31, 2012 and November 30, 2012, (b) 1.60 to 1.00 for the months ended December 31, 2012 to February 28, 2013 and (c) 1.70 to 1.00 for all months ended after March 31, 2013; and
(3) beginning with the fiscal quarter ended March 31, 2013, a Consolidated Net Leverage Ratio not to exceed (a) 5.00:1.00 for the quarter ended March 31, 2013, (b) 4.00:1.00 for the quarter ended June 30, 2013, and
(c) 3.50:1.00 for the quarter ended September 30, 2013 and all subsequent quarterly periods (each of the capitalized terms used in the foregoing clauses (1) through (3) being as defined in the Credit Agreement).
As a condition to the extension of credit under the Credit Agreement, Parsley Energy was required to enter into certain derivative
instruments to hedge not less than 75% of the anticipated projected production from proved, developed, producing oil and natural gas properties.
F-56
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The agreement also places restrictions on Parsley Energy with respect to additional
indebtedness, liens, dividends and other payments, asset dispositions, hedging transactions and other matters and is subject to customary events of default. If an event of default occurs and is continuing, the lenders may accelerate amounts due
under the November 2012 LOC Agreement and the November 2012 Term Loan.
On March 8, 2013, Parsley Energy entered into the
First Amendment to the Credit Agreement which increased the borrowing base on the November 2012 LOC Agreement from $38.0 million to $58.0 million.
On May 16, 2013, Parsley Energy entered into the Second Amendment to the Credit Agreement which increased the borrowing base on the November 2012 LOC Agreement, as previously amended, from $58.0 million
to $65.5 million.
On August 12, 2013, Parsley Energy entered into the Third Amendment to the Credit Agreement which increased
the borrowing base on the November 2012 LOC Agreement, as previously amended, from $65.5 million to $77.5 million.
On
September 10, 2013, Parsley Energy, upon entering into the first lien syndicated credit agreement discussed below, repaid all amounts outstanding under the Credit Agreement, including $77.5 million, plus accrued interest, due on the November 2012
LOC Agreement and $21.9 million, plus accrued interest, due on the November 2012 Term Loan.
Revolving
Credit
Agreement
On September 10, 2013, Parsley Energy entered into a revolving credit agreement (the “Revolving Credit
Agreement”) with Wells Fargo Bank National Association as the administrative agent. The Revolving Credit Agreement provides a revolving credit facility with a borrowing capacity up to the lesser of (i) the borrowing base (as defined in the
Revolving Credit Agreement) and (ii) $750.0 million. The Revolving Credit Agreement matures on the earlier of (i) September 10, 2018 and (ii) the date that is 91 days prior to the stated maturity of the Second Lien Agreement, discussed below, being
currently December 31, 2016. The Revolving Credit Agreement is secured by substantially all of Parsley Energy’s assets.
The Revolving Credit Agreement provided for an initial borrowing base of $175.0 million based on Parsley Energy’s proved producing
reserves and a portion of its proved undeveloped reserves. The borrowing base will be redetermined by the lenders at least semi-annually on each April 1 and October 1, with the first redetermination on October 1, 2013. The amount Parsley Energy is
able to borrow with respect to the borrowing base is subject to compliance with the financial covenants and other provisions of the Revolving Credit Agreement.
Borrowings under the Revolving Credit Agreement can be made in Eurodollars or at the alternate base rate. Eurodollar loans bear interest at a rate per annum equal to an adjusted LIBO rate (equal to the
product of: (a) the LIBO rate, multiplied by (b) a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (expressed as a
decimal) on such date at which the Administrative Agent is required to maintain reserves on ‘Eurocurrency Liabilities’ as defined in and pursuant to Regulation D of the Board of Governors of the Federal Reserve System) plus an applicable
margin ranging from 150 to 250 basis points, depending on the percentage of our borrowing base utilized. Alternate base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal
funds effective rate plus 50 basis points and (iii) the adjusted LIBO rate (as calculated above) plus 100 basis points, plus an applicable margin ranging from 50 to 150 basis points, depending on the percentage of our borrowing base utilized. The
Revolving Credit Agreement also provides for a commitment fee ranging from 375 basis points to 500 basis points, depending on the percentage of our borrowing
F-57
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
base utilized. As of December 31, 2013, borrowings and letters of credit outstanding under the Revolving Credit Agreement had a weighted average interest rate of 3.31%. We may repay any
amounts borrowed prior to the maturity date without any premium or penalty other than customary LIBOR breakage costs.
The
Revolving Credit Agreement is subject to certain covenants, which includes the maintenance of the following financial covenants: (1) a Current Ratio of not less than 1.0 to 1.0 as of the last day of any fiscal quarter; (2) a minimum Interest
Coverage Ratio of not less than 2.5 to 1.0 as of the last day of any fiscal quarter for the four fiscal quarters ending on such date; provided that for the fiscal quarters ending September 30, 2013, December 31, 2013 and March 31, 2014, the relevant
period shall be deemed to equal, as applicable, for the three, six or nine-month period then ending, as applicable, multiplied by 4, 2 and 4/3, respectively; and (3) the financial ratios required to be maintained under the Second Lien Agreement
discussed below (each of the capitalized terms used in the foregoing clauses (1) through (3) being as defined in the Revolving Credit Agreement). The Revolving Credit Agreement also requires the timely submission of annual and quarterly financial
statements, reserve reports, budgets, and other notices, along with meeting other recurring obligations. At December 31, 2013, Parsley Energy was not in compliance with the quarterly Current Ratio covenant under Parsley Energy’s credit facility
and that as a result an event of default had occurred under this facility. On April 11, 2014 Parsley Energy received a waiver for this event of default from the required lenders and is currently in compliance with the Current Ratio covenant.
The Revolving Credit Agreement also places restrictions on Parsley Energy and certain of its subsidiaries with respect to
additional indebtedness, liens, dividends and other payments, investments, acquisitions, mergers, asset dispositions, transactions with affiliates, hedging transactions and other matters.
The Revolving Credit Agreement is subject to customary events of default, including a change in control (as defined in the Revolving
Credit Agreement). If an event of default occurs and is continuing, the Majority Lenders (as defined in the Revolving Credit Agreement) may accelerate any amounts outstanding.
On October 21, 2013, Parsley Energy amended and restated its Revolving Credit Agreement, whereby the borrowing base was reduced from $175.0 million to $143.8 million. On December 20, 2013, Parsley Energy
entered into the First Amendment to the Amended and Restated Credit Agreement which increased the borrowing base from $143.8 million to $240 million. In addition, the amendment provided that the borrowing base would automatically increase from $240
million to $280 million upon the closing of the Merit Acquisition, which closed on December 30, 2013.
Second Lien Agreement
On November 20, 2012, Parsley Energy entered into a second lien credit agreement (the “Second Lien
Agreement”) providing for term loans up to an aggregate principal amount of $75.0 million and an original maturity date of December 31, 2016. The Second Lien Agreement bears interest at the combined rate equal to (i) the greater of
1.0% and the three-month LIBO rate, plus 10.0%, paid in cash, plus (2) 4.0% paid-in-kind by adding to the principal balance outstanding. Obligations under the Second Lien Agreement are secured by a second lien on substantially all of Parsley
Energy’s oil and natural gas properties.
The Second Lien Agreement may be prepaid at any time. If prepaid prior to
November 20, 2014, Parsley Energy will be obligated to pay a prepayment premium equal to 7.5% of the principal amount being prepaid. As a condition to entering into the Second Lien Agreement, Parsley Energy was required to enter into certain
derivative instruments to hedge not less than 80% of the anticipated projected production from proved, developed, producing oil and natural gas properties.
The Second Lien Agreement is subject to compliance with certain covenants, including the maintenance of the following financial covenants: (1) beginning March 31, 2013, a Consolidated Current
Ratio of not less than
F-58
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
1.00:1.00; (2) beginning March 31, 2013, a Collateral Coverage Ratio of not less than 1.25:1.00, (3) beginning with the fiscal quarter ended March 31, 2013, a Consolidated Net
Leverage Ratio not to exceed (a) 5.00:1.00 for the quarter ended March 31, 2013, (b) 4.00:1.00 for the quarter ended June 30, 2013, and (c) 3.50:1.00 for the quarter ended September 30, 2013 and all subsequent quarterly
periods; and (4) a Debt Service Ratio of not less than 1.50 to 1.00 (each of the capitalized terms used in the foregoing clauses (1) through (4) being as defined in the Second Lien Agreement.) The Second Lien Agreement also requires
the timely submission of annual and quarterly financial statements, reserve reports, budgets, and other notices, along with meeting other recurring obligations.
The Second Lien Agreement also places restrictions on Parsley Energy and its subsidiaries with respect to the incurrence of additional indebtedness, granting liens, making dividends and other payments,
investments, acquisitions, mergers, asset dispositions, transactions with affiliates, hedging transactions and other matters.
On June 10, 2013, Parsley Energy entered into a First Amendment and Waiver to the Second Lien Agreement (the “First
Amendment”). The First Amendment: (1) reduced the Consolidated Current Ratio, as at June 30, 2013, to be not less than 0.75:1.00, and as at the last day of any quarter thereafter, to be not less than 1.00:1.00; (2) provided a waiver of the
Lenders’ right to assert an Event of Default with respect to the Consolidated Current Ratio covenant as of March 31, 2013; and (3) extended the deadline of delivery of required financial statements from 120 days to 180 days after Parsley
Energy’s year-end (each of the capitalized terms used in the foregoing clauses (1) through (4) being as defined in the Second Lien Term Agreement).
On September 10, 2013, Parsley Energy entered into a Second Amendment and Waiver to the Second Lien Agreement (the “Second Amendment”). The Second Amendment: (1) amended the definition of the
Consolidated Current Ratio to allow for the inclusion, in the numerator, of unused borrowing capacity under the Syndicated Credit Agreement; and (2) waived the Lenders’ right to assert an Event of Default with respect to the Consolidated
Current Ratio covenant as of June 30, 2013 (each of the capitalized terms used in the foregoing clauses (1) through (4) being as defined in the Second Lien Agreement agreement).
On October 21, 2013, Parsley Energy entered into an amended and restated second lien credit agreement (the “Amended Second Lien
Agreement”). The Amended Second Lien Agreement created two tranches of loan commitments, the Tranche A Commitment totaling $75.0 million and the Tranche B Commitment, totaling $125.0 million. The maturity date remains December 31, 2016.
Tranche A borrowings bear interest at the combined rate equal to (i) the greater of 1.0%, and the three- month LIBO rate,
plus 10.0%, paid in cash, plus (ii) 4.0% paid-in-kind by adding to the principal balance outstanding. Tranche B borrowings bear interest at the greater of 1.0%, and the three-month LIBO rate, plus 11.0%, paid in cash.
The Amended Second Lien Agreement may still be prepaid at any time. If prepaid after November 20, 2013, but before November 20, 2014,
Parsley Energy will be obligated to pay a prepayment premium equal to 7.5% of the principal amount being repaid, with respect to the pro rata portion of the prepayment attributable to Tranche A borrowings.
The Amended Second Lien Agreement also modified the required financial covenants under the Second Lien Agreement to consist of: (1) a
Consolidated Current Ratio of not less than 1.00:1.00; (2) beginning with the fiscal quarter ended December 31, 2013, a Consolidated Leverage Ratio not to exceed (a) 4.50:1.00 for the quarter ended December 31, 2013, (b) 4.00:1.00 for the quarters
ended March 31, 2014 and June 30, 2014, and (c) 3.50:1.00 for the quarter ended September 30, 2014 and all subsequent quarterly periods; and (3) a Consolidated Cash Interest Coverage Ratio of not less than 2.50 to 1.00 (each of the capitalized terms
used in the
F-59
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
foregoing clauses (1) through (3) being as defined in the Second Lien Agreement agreement). The Second Lien Agreement also requires the timely submission of annual and quarterly financial
statements, reserve reports, budgets, and other notices, along with meeting other recurring obligations. At December 31, 2013 Parsley Energy was not in compliance with the quarterly Current Ratio covenant. However, as all amounts outstanding under
the Second Lien Agreement were repaid in February 2014, no waiver of this noncompliance was required or sought (see Note 14—
Subsequent Event
).
The Amended Second Lien Agreement eliminated the requirement for Parsley Energy to enter into certain derivative instruments to hedge not less than 80% of the anticipated production from proved,
developed, producing oil and natural gas properties.
Aircraft Term Loan
On April 2, 2013, Parsley Energy, entered into a $2.8 million term loan (“Aviation Note”) in connection with the purchase of a
corporate aircraft. The Aviation Note bears interest at a fixed rate of 4.875%, matures on April 2, 2018 and requires monthly payments of $29,160 of principal and interest beginning in May 2013, with a balloon payment of $1.6 million at maturity.
Diamond K Interests, LP Notes Payable
On May 21, 2009, Parsley Energy entered into a $250,000 revolving non-recourse note and a $250,000 term loan with Diamond K Interests, LP, (“Diamond K”) a member of Parsley
Energy, LLC (the “Diamond K Notes Payable”). The Diamond K Notes Payable bore interest at 10.0% per annum and had an original maturity of May 21, 2014. Parsley Energy repaid the Diamond K Notes Payable in November 2012.
Principal maturities of long-term debt
Principal maturities of long-term debt outstanding at December 31, 2013 are as follows (in thousands):
|
|
|
|
|
|
|
2014
|
|
$
|
227
|
|
|
2015
|
|
|
238
|
|
|
2016
|
|
|
427,854
|
|
|
2017
|
|
|
263
|
|
|
2018
|
|
|
1,615
|
|
|
Thereafter
|
|
|
—
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
430,197
|
|
|
|
|
|
|
|
Interest expense
The following amounts have been incurred and charged to interest expense for the years ended December 2013, 2012 and 2011 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
Cash payments for interest
|
|
$
|
13,536
|
|
|
$
|
4,661
|
|
|
$
|
529
|
|
|
Payment-in-kind interest
|
|
|
2,597
|
|
|
|
1,845
|
|
|
|
182
|
|
|
Amortization of deferred loan origination costs
|
|
|
405
|
|
|
|
80
|
|
|
|
5
|
|
|
Amortization of original issue discount
|
|
|
—
|
|
|
|
158
|
|
|
|
10
|
|
|
Write-off of deferred loan origination costs and original issue premium
|
|
|
820
|
|
|
|
616
|
|
|
|
—
|
|
|
Interest income
|
|
|
(235)
|
|
|
|
(76)
|
|
|
|
(34)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest costs incurred
|
|
|
17,123
|
|
|
|
7,284
|
|
|
|
692
|
|
|
Less: capitalized interest
|
|
|
(3,409)
|
|
|
|
(999)
|
|
|
|
(234)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense, net
|
|
$
|
13,714
|
|
|
$
|
6,285
|
|
|
$
|
458
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-60
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
NOTE 10. MEMBERS’ EQUITY
Parsley Energy’s operations are governed by the provisions of a limited liability company agreement (the “Parsley LLC
Agreement”). There are no current outstanding equity commitments of the members. Allocations of net income and loss are allocated to the members based on a hypothetical liquidation.
As discussed in Note 1, effective June 11, 2013, Parsley Energy acquired all of the limited and general partnership interests of
Parsley LP, PEM and PEO (the “Partnerships”), all of which were under common control, in exchange for the issuance of interests in Parsley Energy. The exchange of shares between Parsley Energy and the Partnerships was accounted for as a
reverse acquisition under the purchase method of accounting. Accordingly, the merger was recorded as a recapitalization of Parsley Energy, with the consolidated and combined financials of the Partnerships being treated as the continuing entity.
Limitations of Members’ liabilities
Pursuant to the Parsley LLC Agreement (and as is customary for limited liability companies), the liability of the Members is limited to their contributed capital.
LLC Interest Issuance
On June 11, 2013, Parsley Energy issued membership interests to NGP X US Holdings, L.P. and other investors for total consideration of
$73.5 million. These interest holders were designated as “Preferred Holders” and granted certain rights in Parsley Energy’s limited liability company agreement. Included with these rights were (1) the right to receive a 9.5% return on
their invested capital prior to any distribution to any other unit holders (the “Preferred Return”) and (2) the right to require Parsley Energy to redeem all, but not less than all, of each Preferred Holder’s interest in Parsley
Energy after the seventh anniversary, but before the eighth anniversary, of the date of their investment, or if Sheffield ceases to be Parsley Energy’s Chief Executive Officer.
As the investment by the Preferred Holders is redeemable at their option, Parsley Energy has reflected this investment outside of
permanent equity, under the heading “
Mezzanine
Equity—Redeemable
LLC
Unit
s
” in Parsley Energy’s Consolidated and Combined Balance Sheet at December 31, 2013, in
accordance with Accounting Standards Codification (“ASC”) Topic 480,
“Distinguishing
Liabilities
from Equity”.
During the year ended December 31, 2013, Parsley Energy accrued $3.9 million attributable to the Preferred Return.
Incentive Units
As part of Parsley Energy’s LLC Agreement, certain
incentive units were issued to legacy investors, management and employees of Parsley Energy, consisting of Tier I, Tier II, Tier III and Tier IV incentive units, on June 11, 2013. The incentive units are intended to be
compensation for services rendered to Parsley Energy. The original terms of the incentive units are as follows. Tier I incentive units vest ratably over three years, but are subject to forfeiture if payout is not achieved. In addition, all
unvested Tier I incentive units vest immediately upon Tier I payout. Tier I payout is realized upon the return of the Preferred Holders’ invested capital and a specified rate of return. Tier II, III and IV incentive units vest only
upon the achievement of certain payout thresholds for each such Tier and each Tier of the incentive units is subject to forfeiture if the applicable required payouts are not achieved. In addition, vested and unvested incentive units will be
forfeited if an incentive unit holder’s employment is terminated for any reason or if the incentive unit holder voluntarily terminates their employment.
F-61
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The incentive units are being accounted for as liability-classified awards pursuant to
ASC Topic 718,
“Compensation—Stock Compensation”
, as achievement of the payout conditions required the settlement of such awards by transferring cash to the incentive unit holder. As such, the fair value of the incentive
units is remeasured each reporting period through the date of settlement, with the percentage of such fair value recorded to compensation expense each period being equal to the percentage of the requisite explicit or implied service period that has
been rendered at that date.
NOTE 11. RELATED PARTY TRANSACTIONS
Well Operations
During
the years ended December 31, 2013, 2012 and 2011, several of Parsley Energy’s directors, officers, 5% owners of Parsley Energy’s LLC interests, their immediate family, and entities affiliated or controlled by such parties
(“Related Party Working Interest Owners”) owned non-operated working interests in certain of the oil and natural gas properties that Parsley Energy operates. The revenues disbursed to such Related Party Working Interest Owners for the
years ended December 31, 2013, 2012 and 2011, totaled $14.4 million, $10.8 million and $9.1 million, respectively.
As a result of this ownership, from time to time, Parsley Energy will be in a net receivable or net payable position with these
individuals and entities. Parsley Energy does not consider any net receivables from these parties to be uncollectible.
Diamond K Interest,
LP Notes Payable
On May 21, 2009, Parsley Energy entered the Diamond K Notes Payable. Parsley Energy repaid the
Diamond K Notes Payable in November 2012.
Acquisitions
On October 29, 2012, Parsley Energy acquired, from Diamond K Production, LLC, an entity owned by Diamond K, additional working interests in wells it operates for an aggregate cash consideration of
$8.2 million. Parsley Energy reflected the total consideration paid as part of its cost subject to depletion within its oil and gas properties.
During the year ended December 31, 2013, Parsley Energy acquired, from certain of its directors and officers, additional working interests in wells it operates through a number of separate, individually
negotiated transactions for an aggregate total of $19.4 million.
Tex-Isle Supply, Inc. Purchases
During the years ended December 31, 2013, 2012 and 2011, Parsley Energy made purchases of equipment used in its drilling operations
and capitalized as part of its oil and natural gas property totaling $68.1 million, $31.1 million and $11.6 million, respectively, from Tex-Isle Supply, Inc. (“Tex-Isle”). Tex-Isle is controlled by a party who is also the General Partner
of Diamond K.
Spraberry Production Services LLC
During the years ended December 31, 2013, 2012 and 2011, Parsley Energy incurred charges totaling $3.3 million, $2.0 million and $0.4 million, respectively, for services from SPS in its well
operation and drilling activities. Tex-Isle owns the remaining 50% interest in SPS.
F-62
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Davis, Gerald & Cremer, PC
During the years ended December 31, 2013, 2012 and 2011, Parsley Energy incurred charges totaling $0.3 million, $0.1 million and
$0.1 million, respectively, for legal services from Davis, Gerald & Cremer, PC, of which one of Parsley Energy’s Members, David H. Smith, is a vice president and partner.
NOTE 12. COMMITMENTS AND CONTINGENCIES
Legal Matters
In the ordinary course of business, Parsley Energy may at times be subject to claims and legal actions. Management
believes it is remote that the impact of such matters will have a material adverse effect on Parsley Energy’s financial position, results of operations or cash flows.
Environmental Matters
Parsley Energy is subject to various federal, state
and local laws and regulations relating to the protection of the environment. These laws, which are often changing, regulate the discharge of materials into the environment and may require Parsley Energy to remove or mitigate the environmental
effects of the disposal or release of petroleum or chemical substances at various sites. Parsley Energy has established procedures for the ongoing evaluation of its operations, to identify potential environmental exposures and to comply with
regulatory policies and procedures.
Parsley Energy accounts for environmental contingencies in accordance with the accounting
guidance related to accounting for contingencies. Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, which do not
contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or clean-ups are probable, and the costs can be reasonably estimated. Such liabilities are generally undiscounted unless
the timing of cash payments is fixed or readily determinable. At December 31, 2013 and 2012, Parsley Energy had no environmental matters requiring specific disclosure or requiring the recognition of a liability.
Leases
The estimated
future minimum lease payments under long term operating lease agreements as of December 31, 2013 was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Year Ending December 31,
|
|
|
|
|
2014
|
|
$
|
757
|
|
|
2015
|
|
|
738
|
|
|
2016
|
|
|
679
|
|
|
2017
|
|
|
699
|
|
|
2018
|
|
|
715
|
|
|
Thereafter
|
|
|
1,353
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,941
|
|
|
|
|
|
|
|
Rent expense for the years ended December 31, 2013, 2012 and 2011 was $0.7 million, $0.3
million and $0.1 million, respectively.
F-63
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
NOTE 13. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The book value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value
due to the short-term nature of these instruments. The book value of Parsley Energy’s Revolving Credit Facility approximates its fair value as the interest rate is variable.
We believe the book value of Parsley Energy’s Second Lien Term Loan approximated its fair value at December 31, 2012, due to
the lack of alternatives available to us at that time. However, as a result of the issuance of the Senior Unsecured Notes on February 5, 2014, we determined that the book value of the Second Lien Term Loan at December 31,2013, did not
approximate its fair value. In addition, the book value of the Aircraft Term Loan did not approximate its fair value at December 31, 2013.
The fair value of the Second Lien Term Loan and the Aircraft Term Loan are classified as level 2 measurements as they are calculated using industry standard models using assumptions and inputs which are
substantially observable in active markets throughout the full term of the instruments. These include contract terms, the risk free rate, credit spreads, historical volatility of interest rates and discount factors. The following table provides the
fair value of financial instruments that are not recorded at fair value in the Consolidated and Combined Financial Balance Sheets (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
Book Value
|
|
|
Fair Value
|
|
|
Debt:
|
|
|
|
|
|
|
|
|
|
Second lien term loan
|
|
|
192,854
|
|
|
|
197,943
|
|
|
Aircraft term loan
|
|
|
2,593
|
|
|
|
2,627
|
|
F-64
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Financial Assets and Liabilities Measured at Fair Value
Commodity derivative contracts are marked-to-market each quarter and are thus stated at fair value in the accompanying Consolidated and
Combined Balance Sheets. The fair values of Parsley Energy’s commodity derivative instruments are classified as level 2 measurements as they are calculated using industry standard models using assumptions and inputs which are substantially
observable in active markets throughout the full term of the instruments. These include market price curves, contract terms and prices, credit risk adjustments, implied market volatility and discount factors. The following summarizes the fair value
of Parsley Energy’s derivative assets and liabilities according to their fair value hierarchy as of the reporting dates indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Commodity derivative contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term derivative instruments
|
|
$
|
—
|
|
|
$
|
6,999
|
|
|
$
|
—
|
|
|
$
|
6,999
|
|
|
Long-term derivative instruments
|
|
|
—
|
|
|
|
13,850
|
|
|
|
—
|
|
|
|
13,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative instrument—asset
|
|
$
|
—
|
|
|
$
|
20,849
|
|
|
$
|
—
|
|
|
$
|
20,849
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term derivative instruments
|
|
$
|
—
|
|
|
$
|
(4,435)
|
|
|
$
|
—
|
|
|
$
|
(4,435)
|
|
|
Long-term derivative instruments
|
|
|
—
|
|
|
|
(2,208)
|
|
|
|
—
|
|
|
|
(2,208)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative instruments—liability
|
|
|
—
|
|
|
|
(6,643)
|
|
|
|
—
|
|
|
|
(6,643)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net commodity derivative asset
|
|
$
|
—
|
|
|
$
|
14,206
|
|
|
$
|
—
|
|
|
$
|
14,206
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Commodity derivative contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term derivative instruments
|
|
$
|
—
|
|
|
$
|
3,555
|
|
|
$
|
—
|
|
|
$
|
3,555
|
|
|
Long-term derivative instruments
|
|
|
—
|
|
|
|
5,129
|
|
|
|
—
|
|
|
|
5,129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative instrument—asset
|
|
$
|
—
|
|
|
$
|
8,684
|
|
|
$
|
—
|
|
|
$
|
8,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term derivative instruments
|
|
$
|
—
|
|
|
$
|
(490)
|
|
|
$
|
—
|
|
|
$
|
(490)
|
|
|
Long-term derivative instruments
|
|
|
—
|
|
|
|
(727)
|
|
|
|
—
|
|
|
|
(727)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative instruments—liability
|
|
$
|
—
|
|
|
$
|
(1,217)
|
|
|
$
|
—
|
|
|
$
|
(1,217)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net commodity derivative asset
|
|
$
|
—
|
|
|
$
|
7,467
|
|
|
$
|
—
|
|
|
$
|
7,467
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There were no transfers in to or out of level 2 during the years
ended December 31, 2013 or 2012.
NOTE 14. SUBSEQUENT EVENTS
Senior Unsecured Notes
On February 5, 2014, Parsley Energy and Parsley Finance Corp., a Delaware corporation formed on January 15, 2014, issued $400 million
of 7.5% senior unsecured notes due February 15, 2022 (the “Senior Notes”). Interest is payable on the notes semi-annually in arrears on each February 15 and August 15,
F-65
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
commencing August 15, 2014. These notes are guaranteed on a senior unsecured basis by Parsley Energy. The issuance of these notes resulted in net proceeds, after discounts and offering
expenses, of approximately $391.0 million, $198.5 million of which was used to repay all outstanding borrowings, accrued interest and a prepayment penalty under the Second Lien Agreement and $175.1 million of which was used to partially repay
amounts outstanding, plus accrued interest, under the Revolving Credit Agreement.
Revolving Credit Agreement
On February 5, 2014, in connection with the issuance of the Senior Notes, Parsley Energy entered into the Second Amendment to the Amended
and Restated Credit Agreement whereby the maturity date was extended to September 10, 2018 and the borrowing base was reduced from $280.0 million to $227.5 million.
Parsley Energy has evaluated subsequent events through the date these financial statements were issued. Except as described above, Parsley Energy determined there were no additional events that required
disclosure or recognition in these financial statements.
NOTE 15. SUPPLEMENTAL DISCLOSURE OF OIL AND NATURAL GAS
OPERATIONS (Unaudited)
Parsley Energy’s oil and natural gas reserves are attributable solely to properties within the
United States.
Capitalized Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
(in thousands)
|
|
|
Oil and natural gas properties:
|
|
|
|
|
|
|
|
|
|
Proved properties
|
|
|
$546,072
|
|
|
$
|
117,988
|
|
|
Unproved properties
|
|
|
68,243
|
|
|
|
14,022
|
|
|
|
|
|
|
|
|
|
|
|
|
Total oil and natural gas properties
|
|
|
614,315
|
|
|
|
132,010
|
|
|
Less accumulated depreciation, depletion and amortization
|
|
|
(34,957)
|
|
|
|
(7,879)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net oil and natural gas properties capitalized
|
|
|
$579,358
|
|
|
$
|
124,131
|
|
|
|
|
|
|
|
|
|
|
|
Costs Incurred for Oil and Natural Gas Producing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
(in thousands)
|
|
|
Acquisition costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved properties
|
|
|
$142,695
|
|
|
$
|
17,932
|
|
|
$
|
—
|
|
|
Unproved properties
|
|
|
65,686
|
|
|
|
14,022
|
|
|
|
6,805
|
|
|
Development costs
|
|
|
268,400
|
|
|
|
71,945
|
|
|
|
20,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$476,781
|
|
|
$
|
103,899
|
|
|
$
|
26,930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-66
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Reserve Quantity Information
The following information represents estimates of Parsley Energy’s proved reserves as of December 31, 2013, which have been
prepared and presented under SEC rules. These rules require SEC reporting companies to prepare their reserve estimates using specified reserve definitions and pricing based on a 12-month unweighted average of the first-day-of-the-month pricing. The
pricing that was used for estimates of Parsley Energy’s reserves as of December 31, 2013 was based on an unweighted average 12-month average West Texas Intermediate posted price per Bbl for oil and a Henry Hub spot natural gas price per
Mcf for natural gas, as set forth in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
Oil (per Bbl)
|
|
$
|
92.53
|
|
|
$
|
89.71
|
|
|
$
|
91.21
|
|
|
Natural gas (per Mcf)
|
|
$
|
3.46
|
|
|
$
|
2.48
|
|
|
$
|
3.93
|
|
|
Natural gas liquids (per Bbl)
|
|
$
|
36.20
|
|
|
$
|
35.02
|
|
|
$
|
35.60
|
|
Subject to limited exceptions, proved undeveloped reserves may only be booked if they relate to wells
scheduled to be drilled within five years of the date of booking. This requirement has limited, and may continue to limit, Parsley Energy’s potential to record additional proved undeveloped reserves as it pursues its drilling program,
particularly as it develops its significant acreage in the Permian Basin of West Texas. Moreover, Parsley Energy may be required to write down its proved undeveloped reserves if it does not drill on those reserves with the required five-year
timeframe. Parsley Energy does not have any proved undeveloped reserves which have remained undeveloped for five years or more.
Parsley Energy’s proved oil and natural gas reserves are all located in the United States, primarily in the Permian Basin of West
Texas. All of the estimates of the proved reserves at December 31, 2012 and December 31, 2011, were estimated by Parsley Energy’s in-house petroleum engineers, taking into consideration the information and assumptions contained in the
December 31, 2013 report prepared by Netherland, Sewell & Associates, Inc. (“NSAI”), independent petroleum engineers. Proved reserves were estimated in accordance with the guidelines established by the SEC and the FASB.
Oil and natural gas reserve quantity estimates are subject to numerous uncertainties inherent in the estimation of quantities
of proved reserves and in the projection of future rates of production and the timing of development expenditures. The accuracy of such estimates is a function of the quality of available data and of engineering and geological interpretation and
judgment. Results of subsequent drilling, testing and production may cause either upward or downward revision of previous estimates.
Further, the volumes considered to be commercially recoverable fluctuate with changes in prices and operating costs. Parsley Energy emphasizes that reserve estimates are inherently imprecise and that
estimates of new discoveries are more imprecise than those of currently producing oil and natural gas properties. Accordingly, these estimates are expected to change as additional information becomes available in the future.
F-67
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The following table provides a rollforward of the total proved reserves for the years
ended December 31, 2013, 2012 and 2011, as well as proved developed and proved undeveloped reserves at the beginning and end of each respective year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2013
|
|
|
|
|
Crude
Oil
(Bbls)
|
|
|
Liquids
(Bbls)
|
|
|
Natural
Gas
(Mcf)
|
|
|
Boe
|
|
|
|
|
(in thousands)
|
|
|
Proved Developed and Undeveloped Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
12,987
|
|
|
|
4,732
|
|
|
|
30,214
|
|
|
|
22,755
|
|
|
Extensions and discoveries
|
|
|
10,378
|
|
|
|
4,840
|
|
|
|
29,489
|
|
|
|
20,132
|
|
|
Revisions of previous estimates
|
|
|
(2,029)
|
|
|
|
(796)
|
|
|
|
(1,813)
|
|
|
|
(3,127)
|
|
|
Purchases of reserves in place
|
|
|
9,223
|
|
|
|
3,695
|
|
|
|
23,937
|
|
|
|
16,908
|
|
|
Divestiture of reserves in place
|
|
|
(3)
|
|
|
|
(1)
|
|
|
|
(7)
|
|
|
|
(5)
|
|
|
Production
|
|
|
(1,049)
|
|
|
|
(113)
|
|
|
|
(4,002)
|
|
|
|
(1,829)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of the year
|
|
|
29,507
|
|
|
|
12,357
|
|
|
|
77,818
|
|
|
|
54,834
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved
Developed
Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
5,834
|
|
|
|
1,906
|
|
|
|
12,186
|
|
|
|
9,771
|
|
|
End of the year
|
|
|
13,560
|
|
|
|
4,762
|
|
|
|
31,301
|
|
|
|
23,539
|
|
|
|
|
|
|
|
|
Proved
Undeveloped
Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
7,153
|
|
|
|
2,826
|
|
|
|
18,028
|
|
|
|
12,984
|
|
|
End of the year
|
|
|
15,947
|
|
|
|
7,595
|
|
|
|
46,517
|
|
|
|
31,295
|
|
|
|
|
|
|
|
Year Ended December 31, 2012
|
|
|
|
|
Crude
Oil
(Bbls)
|
|
|
Liquids
(Bbls)
|
|
|
Natural
Gas
(Mcf)
|
|
|
Boe
|
|
|
|
|
(in thousands)
|
|
|
Proved Developed and Undeveloped Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
8,519
|
|
|
|
3,127
|
|
|
|
20,689
|
|
|
|
15,094
|
|
|
Extensions and discoveries
|
|
|
4,047
|
|
|
|
1,369
|
|
|
|
8,898
|
|
|
|
6,899
|
|
|
Revisions of previous estimates
|
|
|
(39)
|
|
|
|
(56)
|
|
|
|
274
|
|
|
|
(49)
|
|
|
Purchases of reserves in place
|
|
|
816
|
|
|
|
294
|
|
|
|
1,833
|
|
|
|
1,416
|
|
|
Production
|
|
|
(356)
|
|
|
|
(2)
|
|
|
|
(1,480)
|
|
|
|
(605)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of the year
|
|
|
12,987
|
|
|
|
4,732
|
|
|
|
30,214
|
|
|
|
22,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
2,070
|
|
|
|
623
|
|
|
|
4,230
|
|
|
|
3,398
|
|
|
End of the year
|
|
|
5,834
|
|
|
|
1,906
|
|
|
|
12,186
|
|
|
|
9,771
|
|
|
|
|
|
|
|
|
Proved Undeveloped Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
6,449
|
|
|
|
2,504
|
|
|
|
16,459
|
|
|
|
11,696
|
|
|
End of the year
|
|
|
7,153
|
|
|
|
2,826
|
|
|
|
18,028
|
|
|
|
12,984
|
|
F-68
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2011
|
|
|
|
|
Crude
Oil
(Bbls)
|
|
|
Liquids
(Bbls)
|
|
|
Natural
Gas
(Mcf)
|
|
|
Boe
|
|
|
|
|
(in thousands)
|
|
|
Proved Developed and Undeveloped Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
2,576
|
|
|
|
766
|
|
|
|
4,736
|
|
|
|
4,131
|
|
|
Extensions and discoveries
|
|
|
5,857
|
|
|
|
2,313
|
|
|
|
15,791
|
|
|
|
10,802
|
|
|
Revisions of previous estimates
|
|
|
180
|
|
|
|
48
|
|
|
|
466
|
|
|
|
306
|
|
|
Purchases of reserves in place
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Production
|
|
|
(94)
|
|
|
|
—
|
|
|
|
(304)
|
|
|
|
(145)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of the year
|
|
|
8,519
|
|
|
|
3,127
|
|
|
|
20,689
|
|
|
|
15,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
473
|
|
|
|
143
|
|
|
|
1,048
|
|
|
|
791
|
|
|
End of the year
|
|
|
2,070
|
|
|
|
623
|
|
|
|
4,230
|
|
|
|
3,398
|
|
|
|
|
|
|
|
|
Proved Undeveloped Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
2,103
|
|
|
|
623
|
|
|
|
3,688
|
|
|
|
3,340
|
|
|
End of the year
|
|
|
6,449
|
|
|
|
2,504
|
|
|
|
16,459
|
|
|
|
11,696
|
|
The tables above include changes in estimated quantities of oil and natural gas reserves shown in Bbl equivalents
(“Boe”) at a rate of six Mcf per one Bbls.
Extensions and discoveries of 20,132 MBoe and 6,899 MBoe during the
years ended December 31, 2013 and 2012, result primarily from the drilling of new wells during each year and from new proved undeveloped locations added during each year.
Standardized Measure of Discounted Future Net Cash Flows
The standardized
measure of discounted future net cash flows does not purport to be, nor should it be interpreted to present, the fair value of the oil and natural gas reserves of the property. An estimate of fair value would take into account, among other things,
the recovery of reserves not presently classified as proved, the value of unproved properties, and consideration of expected future economic and operating conditions.
The estimates of future cash flows and future production and development costs as of December 31, 2013, 2012 and 2011 are based on the unweighted arithmetic average first-day-of-the-month price for
the preceding
12-month
period. Estimated future production of proved reserves and estimated future production and development costs of proved reserves are based on current costs and economic conditions. All
wellhead prices are held flat over the forecast period for all reserve categories. The estimated future net cash flows are then discounted at a rate of 10%.
The standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
Future cash inflows
|
|
$
|
3,446,766
|
|
|
$
|
1,405,580
|
|
|
|
969,685
|
|
|
Future development costs
|
|
|
(515,247)
|
|
|
|
(186,996)
|
|
|
|
(153,488)
|
|
|
Future production costs
|
|
|
(1,097,734)
|
|
|
|
(368,099)
|
|
|
|
(243,124)
|
|
|
Future income tax expenses
|
|
|
(24,127)
|
|
|
|
(9,839)
|
|
|
|
(6,788)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future net cash flows(1)
|
|
|
1,809,658
|
|
|
|
840,646
|
|
|
|
566,285
|
|
|
10% discount to reflect timing of cash flows
|
|
|
(1,088,878)
|
|
|
|
(544,598)
|
|
|
|
(384,571)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standardized measure of discounted future net cash flows
|
|
$
|
720,780
|
|
|
$
|
296,048
|
|
|
$
|
181,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-69
PARSLEY ENERGY, LLC
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
|
(1)
|
Future net cash flows do not include the effects of U.S. federal income taxes on future results because Parsley Energy was a limited liability company not subject to
entity-level federal income taxation as of December 31, 2013, 2012 and 2011. Accordingly, no provision for federal corporate income taxes has been provided because taxable income was passed through to Parsley Energy’s equity holders.
However, Parsley Energy’s operations located in Texas are subject to an entity-level tax, the Texas Margin Tax, at a statutory rate of up to 1.0% of income that is apportioned to Texas. Following the Corporate Reorganization, Parsley Energy
will be a subchapter C corporation subject to U.S. federal and state income taxes. If Parsley Energy had been subject to entity-level income taxation, the unaudited pro forma future income tax expense at December 31, 2013, 2012 and 2011,
would have been $562.5 million, $289.5 million and $202.2 million, respectively. The unaudited standardized measure at December 31, 2013, 2012 and 2011 would have been $497.7 million, $193.6 million and $115.6 million, respectively.
|
In the foregoing determination of future cash inflows, sales prices used for oil, natural gas and natural gas
liquids for December 31, 2013, 2012 and 2011, were estimated using the average price during the 12-month period, determined as the unweighted arithmetic average of the first-day-of-the-month price for each month. Prices were adjusted by lease
for quality, transportation fees and regional price differentials. Future costs of developing and producing the proved gas and oil reserves reported at the end of each year shown were based on costs determined at each such year-end, assuming the
continuation of existing economic conditions.
It is not intended that the FASB’s standardized measure of discounted
future net cash flows represent the fair market value of the Predecessor’s proved reserves. Parsley Energy cautions that the disclosures shown are based on estimates of proved reserve quantities and future production schedules which are
inherently imprecise and subject to revision, and the 10% discount rate is arbitrary. In addition, costs and prices as of the measurement date are used in the determinations, and no value may be assigned to probable or possible reserves.
Changes in the standardized measure of discounted future net cash flows relating to proved oil, natural gas and natural gas liquid
reserves are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
Standardized measure of discounted future net cash flows at the beginning of the year
|
|
$
|
296,048
|
|
|
$
|
181,714
|
|
|
$
|
34,412
|
|
|
Sales of oil, natural gas and natural gas liquids, net of production costs
|
|
|
(97,365)
|
|
|
|
(30,621)
|
|
|
|
(8,778)
|
|
|
Purchase of minerals in place
|
|
|
227,937
|
|
|
|
20,222
|
|
|
|
—
|
|
|
Divestiture of minerals in place
|
|
|
(122)
|
|
|
|
—
|
|
|
|
—
|
|
|
Extensions and discoveries
|
|
|
204,135
|
|
|
|
82,517
|
|
|
|
119,750
|
|
|
Previously estimated development costs incurred
|
|
|
57,158
|
|
|
|
36,423
|
|
|
|
9,223
|
|
|
Net changes in prices and production costs
|
|
|
11,463
|
|
|
|
(21,592)
|
|
|
|
14,033
|
|
|
Changes in estimated future development costs
|
|
|
2,793
|
|
|
|
1,627
|
|
|
|
(829)
|
|
|
Revisions of previous quantity estimates
|
|
|
(41,242)
|
|
|
|
(625)
|
|
|
|
3,731
|
|
|
Accretion of discount
|
|
|
30,010
|
|
|
|
18,443
|
|
|
|
3,501
|
|
|
Net change in income taxes
|
|
|
(6,240)
|
|
|
|
(1,336)
|
|
|
|
(2,122)
|
|
|
Net changes in timing of production and other
|
|
|
36,205
|
|
|
|
9,276
|
|
|
|
8,793
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standardized measure of discounted future net cash flows at the end of the year
|
|
$
|
720,780
|
|
|
$
|
296,048
|
|
|
$
|
181,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-70
Independent Auditor’s Report
The Board of Managers
Parsley Energy, LLC:
Report on the Financial Statements
We have audited the accompanying statements of revenues and direct operating expenses (the financial statements) of properties acquired by
Parsley Energy, L.P. from Merit Management Partners I, L.P., Merit Management Partners II, L.P., Merit Management Partners III, L.P., Merit Management Partners IV, L.P., Merit Energy Partners III, L.P., Merit Energy Partners III-C, L.P., Merit
Energy Partners D-III, L.P., Merit Energy Partners E-III, L.P., and Merit Energy Partners F-III, L.P. (the Properties) for the years ended December 31, 2013 and 2012.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with U.S. generally accepted
accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our Responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including
assessment of the risks of material misstatement of the financial statements, whether due fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the entity’s preparation and fair presentation of
the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such
opinion. An audit also includes evaluating the appropriateness of accounting polices used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
The financial statements were prepared for the purpose of complying with the rules and regulations of the Securities and
Exchange Commission. The financial statements are not intended to be a complete presentation of the operations of the Properties.
Opinion
In our
opinion, the statements of revenues and direct operating expenses referred to above present fairly in all material respects, the revenues and direct operating expenses of the properties acquired by Parsley Energy, L.P. from Merit Management Partners
I, L.P., Merit Management Partners II, L.P., Merit Management Partners III, L.P., Merit Management Partners IV, L.P., Merit Energy Partners III, L.P., Merit Energy Partners III-C, L.P., Merit Energy Partners D-III, L.P., Merit Energy Partners E-III,
L.P., and Merit Energy Partners F-III, L.P. for the years ended December 31, 2013 and 2012, in accordance with U.S. generally accepted accounting principles.
/s/ KPMG LLP
Dallas, Texas
April 11, 2014
F-71
STATEMENTS OF REVENUES AND DIRECT OPERATING
EXPENSES
OF PROPERTIES ACQUIRED BY PARSLEY ENERGY, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
(in thousands)
|
|
|
REVENUES:
|
|
|
|
|
|
|
|
|
|
Oil sales
|
|
$
|
9,643
|
|
|
$
|
4,193
|
|
|
Natural gas and natural gas liquids
|
|
|
4,279
|
|
|
|
1,395
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues
|
|
|
13,922
|
|
|
|
5,588
|
|
|
|
|
|
|
DIRECT OPERATING EXPENSES
:
|
|
|
|
|
|
|
|
|
|
Lease operating expense
|
|
|
392
|
|
|
|
124
|
|
|
Production taxes
|
|
|
765
|
|
|
|
296
|
|
|
|
|
|
|
|
|
|
|
|
|
Total direct operating expenses
|
|
|
1,157
|
|
|
|
420
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES IN EXCESS OF DIRECT OPERATING EXPENSES
|
|
$
|
12,765
|
|
|
$
|
5,168
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the Statements of Revenues and Direct Operating Expenses
of Properties Acquired by Parsley Energy, L.P.
F-72
NOTES TO THE STATEMENTS OF REVENUES AND DIRECT OPERATING
EXPENSES OF PROPERTIES ACQUIRED BY PARSLEY ENERGY, L.P.
On
December 30, 2013, Parsley Energy, L.P., a Texas Limited Partnership, (referred to herein as “Parsley LP,”), a wholly-owned subsidiary of Parsley Energy, LLC, (the “Parsley Energy”) acquired (the “Acquisition”)
certain oil and gas leaseholds located in the State of Texas and various other related rights, permits, contracts, equipment and other assets (the “Acquired Properties”) from Merit Management Partners I, L.P., Merit Management Partners II,
L.P., Merit Management Partners III, L.P., Merit Management Partners IV, L.P., Merit Energy Partners III, L.P., Merit Energy Partners III-C, L.P. Merit Energy Partners D-III, L.P., Merit Energy Partners E-III, L.P. and Merit Energy Partners F-III,
L.P., each a Delaware limited partnership (collectively “Seller”). The effective date for the Acquisition was October 1, 2013 (the “Effective Date”). The aggregate purchase price for the Acquisition was $80.0
million, including customary post-effective date adjustments, all of which was paid in cash.
The accompanying Statements of
Revenues and Direct Operating Expenses of the Properties Acquired by Parsley Energy, L.P. (the “Statements”) were prepared by Parsley Energy based on carved-out financial information and data from the Seller’s historical accounting
records. Because the Acquired Properties are not separate legal entities, the accompanying Statements vary from a complete income statement in accordance with accounting principles generally accepted in the United States of America in that they do
not reflect certain expenses that were incurred in connection with the ownership and operation of the Acquired Properties including, but not limited to, general and administrative expenses, interest expense, and other indirect expenses. These
costs were not separately allocated to the Acquired Properties in the accounting records of the Seller. In addition, these allocations, if made using historical general and administrative structures, would not produce allocations that would be
indicative of the historical performance of the Acquired Properties had they been owned by Parsley Energy due to the differing size, structure, operations and accounting policies of the Seller and Parsley Energy. The accompanying Statements
also do not include provisions for depreciation, depletion, amortization and accretion, as such amounts would not be indicative of the costs which Parsley Energy will incur upon the allocation of the purchase price paid for the Acquired
Properties. For these reasons, the Statements are not indicative of the results of operations of the Acquired Properties on a going forward basis due to changes in the business and the omission of various operating expenses. Furthermore, no
balance sheet has been presented for the Acquired Properties because not all of the historical cost and related working capital balances are segregated or easily obtainable, nor has information about the Acquired Properties’ operating,
investing and financing cash flows been provided for similar reasons. Accordingly, the accompanying Statements are presented in lieu of the financial statements required under Rule 3-05 of Securities and Exchange Commission
(“SEC”) Regulation S-X.
|
2.
|
USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS
|
The preparation of these Statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts
of revenues and direct operating expenses during the respective reporting periods. Actual results may differ from the estimates and assumptions used in the preparation of the Statements.
|
3.
|
COMMITMENTS AND CONTINGENCIES
|
As represented by the Seller in the Acquisition Agreement, there are no known claims, litigation or disputes pending as of the effective date of the Acquisition Agreement, or any matters arising in
connection with indemnification, and neither Parsley Energy nor the Seller are aware of any legal, environmental or other commitments or contingencies that would have a material adverse effect on the Statements.
F-73
NOTES TO THE STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES OF PROPERTIES
ACQUIRED BY PARSLEY ENERGY, L.P.
Seller records revenues from the sales of crude oil and natural gas when they are produced and sold. There were no gas imbalances at
December 31, 2013 or 2012.
|
5.
|
DIRECT OPERATING EXPENSES
|
Direct operating expenses are recorded when the related liability is incurred. Direct operating expenses include lease and gathering
operating expenses, ad valorem taxes and production taxes. Certain costs such as depletion, depreciation and amortization, accretion of asset retirement obligations, general and administrative expenses and interest expense were not allocated to
the Acquired Properties.
|
6.
|
SUPPLEMENTAL DISCLOSURE OF OIL AND NATURAL GAS OPERATIONS
(unaudited):
|
Estimated quantities of proved oil and gas reserves of the Acquired Properties were derived from reserve estimates prepared by Parsley
Energy’s in-house petroleum engineers. Proved reserves were estimated in accordance with the guidelines established by the SEC and the FASB. Estimates of proved reserves are inherently imprecise and are continually subject to revision based on
production history, results of additional exploration and development, price changes and other factors. All of the Acquired Properties’ proved reserves are located in the continental United States.
Guidelines prescribed in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification
(“ASC”) Topic 932,
Extractive Industries—Oil and Gas
, have been followed for computing a standardized measure of future net cash flows and changes therein relating to estimated proved reserves. Future cash inflows and
future production and development costs are determined by applying prices and costs, including transportation, quality, and basis differentials, to the year-end estimated quantities of oil and gas to be produced in the future. The resulting
future net cash flows are reduced to present value amounts by applying a ten percent annual discount factor. Future operating costs are determined based on estimates of expenditures to be incurred in producing the proved oil and gas reserves in
place at the end of the period using year-end costs and assuming continuation of existing economic conditions, plus overhead incurred. Future development costs are determined based on estimates of capital expenditures to be incurred in
developing proved oil and gas reserves.
The assumptions used to compute the standardized measure are those prescribed by the
FASB and the SEC. These assumptions do not necessarily reflect Parsley Energy’s expectations of actual revenues to be derived from those reserves, nor their fair value. The limitations inherent in the reserve quantity estimation
process, as discussed previously, are equally applicable to the standardized measure computations since these reserve quantity estimates are the basis for the valuation process. Parsley Energy emphasizes that reserve estimates are inherently
imprecise and that estimates of new discoveries and undeveloped locations are more imprecise than estimates of established proved producing oil and gas properties. Accordingly, these estimates are expected to change as future information
becomes available. The standardized measure excludes federal income taxes as the tax basis for the Acquired Properties could not be determined or reasonably estimated for the periods presented. In addition, the tax basis of the Acquired
Properties will differ from that of the Seller so any tax provision is not relevant. The Acquired Properties’ operations are located in Texas and are subject to an entity-level tax, the Texas margin tax, at a statutory rate of up to 1.0% of
income that is apportioned to Texas.
F-74
NOTES TO THE STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES OF PROPERTIES
ACQUIRED BY PARSLEY ENERGY, L.P.
The following table sets forth information for the years ended December 31, 2013
and 2012 with respect to changes in the Acquired Properties’ proved (i.e., proved developed and undeveloped) reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crude Oil
(Bbls)
|
|
|
Liquids
(Bbls)
|
|
|
Natural Gas
(Mcf)
|
|
|
Boe
|
|
|
|
|
(in thousands)
|
|
|
December 31, 2011
|
|
|
1,891
|
|
|
|
874
|
|
|
|
7,232
|
|
|
|
3,971
|
|
|
Revisions of previous estimates
|
|
|
(22)
|
|
|
|
6
|
|
|
|
29
|
|
|
|
(11)
|
|
|
Extensions and discoveries
|
|
|
259
|
|
|
|
32
|
|
|
|
280
|
|
|
|
338
|
|
|
Production
|
|
|
(48)
|
|
|
|
(20)
|
|
|
|
(356)
|
|
|
|
(128)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
2,080
|
|
|
|
892
|
|
|
|
7,185
|
|
|
|
4,170
|
|
|
Revisions of previous estimates
|
|
|
(257)
|
|
|
|
210
|
|
|
|
13
|
|
|
|
(45)
|
|
|
Extensions and discoveries
|
|
|
527
|
|
|
|
123
|
|
|
|
1,386
|
|
|
|
881
|
|
|
Production
|
|
|
(95)
|
|
|
|
(56)
|
|
|
|
(778)
|
|
|
|
(281)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
2,255
|
|
|
|
1,169
|
|
|
|
7,806
|
|
|
|
4,725
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
750
|
|
|
|
410
|
|
|
|
3,392
|
|
|
|
1,726
|
|
|
December 31, 2013
|
|
|
1,346
|
|
|
|
863
|
|
|
|
5,875
|
|
|
|
3,188
|
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
1,330
|
|
|
|
482
|
|
|
|
3793
|
|
|
|
2,444
|
|
|
December 31, 2013
|
|
|
909
|
|
|
|
306
|
|
|
|
1,931
|
|
|
|
1,537
|
|
The following values for the crude oil and natural gas reserves at December 31, 2013, are based on
prices of $92.53 per bbl and $4.47 per Mcf. The following values for the crude oil and natural gas reserves at December 31, 2012, are based on prices of $89.71 per bbl and $2.48 per Mcf. These prices were based on the 12 month arithmetic
average of the first-day-of-the-month prices for the proceeding 12-month period. The crude oil pricing was based off the West Texas Intermediate price and natural gas pricing was based off of average Henry Hub spot natural gas prices. All
prices have been adjusted for transportation, quality and basis differentials.
The following summary sets forth the Acquired
Properties’ future net cash flows relating to proved oil and gas reserves based on the standardized measure prescribed in ASC Topic 932:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
(in thousands)
|
|
|
Future cash inflows
|
|
$
|
286,468
|
|
|
$
|
257,310
|
|
|
Future development costs
|
|
|
(8,775)
|
|
|
|
(22,490)
|
|
|
Future production costs
|
|
|
(56,063)
|
|
|
|
(47,194)
|
|
|
Future income tax expense
|
|
|
(2,005)
|
|
|
|
(2,382)
|
|
|
|
|
|
|
|
|
|
|
|
|
Future net cash flows
|
|
|
219,625
|
|
|
|
185,244
|
|
|
10% discount factor to reflect timing of cash flows
|
|
|
(126,126)
|
|
|
|
(115,515)
|
|
|
|
|
|
|
|
|
|
|
|
|
Standardized measure of discounted future net cash flows
|
|
$
|
93,499
|
|
|
$
|
69,729
|
|
|
|
|
|
|
|
|
|
|
|
F-75
NOTES TO THE STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES OF PROPERTIES
ACQUIRED BY PARSLEY ENERGY, L.P.
The principal sources of changes in the standardized measure of discounted future net
cash flows were:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
(in thousands)
|
|
|
Standardized measure, beginning of period
|
|
$
|
69,729
|
|
|
$
|
63,527
|
|
|
Sales of oil and natural gas, net of production costs
|
|
|
(12,765)
|
|
|
|
(5,168)
|
|
|
Extensions and discoveries
|
|
|
19,619
|
|
|
|
6,676
|
|
|
Previously estimated development costs incurred during the year
|
|
|
12,675
|
|
|
|
4,875
|
|
|
Net changes in prices and production costs
|
|
|
(6,377)
|
|
|
|
(5,630)
|
|
|
Changes in estimated future development costs
|
|
|
1,704
|
|
|
|
1,106
|
|
|
Revision of previous quantity estimates
|
|
|
(766)
|
|
|
|
(175)
|
|
|
Accretion of discount
|
|
|
6,973
|
|
|
|
6,353
|
|
|
Net change in income taxes
|
|
|
(131)
|
|
|
|
—
|
|
|
Net changes in timing of production and other
|
|
|
2,838
|
|
|
|
(1,835)
|
|
|
|
|
|
|
|
|
|
|
|
|
Standardized measure, end of period
|
|
$
|
93,499
|
|
|
$
|
69,729
|
|
|
|
|
|
|
|
|
|
|
|
F-76
Independent Auditor’s Report
The Board of Managers
Parsley Energy, LLC:
Report on the Financial Statements
We have audited the accompanying statement of revenues and direct operating expenses of properties acquired by Parsley Energy, L.P. from
Pacer Energy, Ltd. (the “Properties”) for the year ended December 31, 2013.
Management’s Responsibility for the
Financial Statement
Management is responsible for the preparation and fair presentation of the statement of revenues
and direct operating expenses in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements
that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on the statement of revenues and direct operating expenses based on our audit. We
conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and
direct operating expenses is free from material misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making these risk assessments, the auditor considers the internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
The accompanying statement
of revenues and direct operating expenses referred to above was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission. The statement of revenues and direct operating expenses is not intended
to be a complete presentation of the operations of the Properties.
Opinion
In our opinion, the statement of revenues and direct operating expenses referred to above presents fairly, in all material respects, the
revenues and direct operating expenses of the Properties for the year ended December 31, 2013, in accordance with U.S. generally accepted accounting principles.
/s/ KPMG LLP
Dallas, Texas
May 5, 2014
F-77
STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES
OF PROPERTIES ACQUIRED BY PARSLEY ENERGY, L.P. FROM PACER ENERGY, LTD.
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year
Ended
December 31,
|
|
|
For the
Three Months
Ended
March 31,
|
|
|
|
|
2013
|
|
|
2014
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
(in thousands)
|
|
|
REVENUES
:
|
|
|
|
|
|
|
|
|
|
Oil sales
|
|
$
|
6,741
|
|
|
$
|
3,966
|
|
|
Natural gas and natural gas liquids
|
|
|
1,762
|
|
|
|
1,369
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues
|
|
|
8,503
|
|
|
|
5,335
|
|
|
DIRECT OPERATING EXPENSES
:
|
|
|
|
|
|
|
|
|
|
Lease operating expense
|
|
|
140
|
|
|
|
199
|
|
|
Production taxes
|
|
|
443
|
|
|
|
295
|
|
|
|
|
|
|
|
|
|
|
|
|
Total direct operating expenses
|
|
|
583
|
|
|
|
494
|
|
|
OPERATING REVENUES IN EXCESS OF
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIRECT OPERATING EXPENSES
|
|
$
|
7,920
|
|
|
$
|
4,841
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the Statements of Revenues and Direct Operating Expenses
of Properties Acquired by Parsley Energy, L.P. from Pacer Energy, Ltd.
F-78
NOTES TO THE STATEMENTS OF REVENUES AND DIRECT OPERATING
EXPENSES OF PROPERTIES ACQUIRED BY PARSLEY ENERGY, L.P., FROM PACER ENERGY, LTD.
On
May 1, 2014, Parsley Energy, L.P., a Texas Limited Partnership, (referred to herein as “Parsley LP,”), a wholly-owned subsidiary of Parsley Energy, LLC, (“Parsley Energy”) acquired (the “Acquisition”) certain oil and
gas leaseholds located in the State of Texas and various other related rights, permits, contracts, equipment and other assets (the “Acquired Properties”) from Pacer Energy, Ltd., a Delaware limited partnership (the “Seller). The
effective date for the Acquisition was May 1, 2014 (the “Effective Date”). The aggregate purchase price for the Acquisition was $165.3 million, including customary post-effective date adjustments, all of which was paid in cash.
The accompanying Statement of Revenues and Direct Operating Expenses of the Properties Acquired by Parsley Energy, LP (the
“Statement”) was prepared by Parsley Energy based on carved-out financial information and data from the Seller’s historical accounting records. Because the Acquired Properties are not separate legal entities, the accompanying
Statement varies from a complete income statement in accordance with accounting principles generally accepted in the United States of America in that they do not reflect certain expenses that were incurred in connection with the ownership and
operation of the Acquired Properties including, but not limited to, general and administrative expenses, interest expense, and other indirect expenses. These costs were not separately allocated to the Acquired Properties in the accounting
records of the Seller. In addition, these allocations, if made using historical general and administrative structures, would not produce allocations that would be indicative of the historical performance of the Acquired Properties had they been
owned by Parsley Energy due to the differing size, structure, operations and accounting policies of the Seller and Parsley Energy. The accompanying Statements also do not include provisions for depreciation, depletion, amortization and
accretion, as such amounts would not be indicative of the costs which Parsley Energy will incur upon the allocation of the purchase price paid for the Acquired Properties. For these reasons, the Statement is not indicative of the results of
operations of the Acquired Properties on a going forward basis due to changes in the business and the omission of various operating expenses. Furthermore, no balance sheet has been presented for the Acquired Properties because not all of the
historical cost and related working capital balances are segregated or easily obtainable, nor has information about the Acquired Properties’ operating, investing and financing cash flows been provided for similar reasons. Accordingly, the
accompanying Statement is presented in lieu of the financial statements required under Rule 3-05 of Securities and Exchange Commission (“SEC”) Regulation S-X.
The Seller commenced exploratory operations on the Acquired Properties during the year ended December 31, 2013. Accordingly, there is no historical financial or other information available with
respect to any period prior to January 1, 2013.
|
2.
|
COMMITMENT USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS
|
The preparation of this Statement in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of
operating revenues and direct operating expenses during the respective reporting periods. Actual results may differ from the estimates and assumptions used in the preparation of the Statement.
|
3.
|
COMMITMENTS AND CONTINGENCIES
|
As represented by the Seller in the Acquisition Agreement, there are no known claims, litigation or disputes pending as of the effective date of the Acquisition Agreement, or any matters arising in
connection with indemnification, and neither Parsley Energy nor the Seller are aware of any legal, environmental or other commitments or contingencies that would have a material adverse effect on the Statement.
F-79
NOTES TO THE STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES OF PROPERTIES ACQUIRED
BY PARSLEY ENERGY, L.P., FROM PACER ENERGY, LTD.
Revenues are recorded from the sales of crude oil and natural gas when they are produced and sold. There were no gas imbalances at
December 31, 2013 or March 31, 2014.
|
5.
|
DIRECT OPERATING EXPENSES
|
Direct operating expenses are recorded when the related liability is incurred. Direct operating expenses include lease and gathering
operating expenses, ad valorem taxes and production taxes. Certain costs such as depletion, depreciation and amortization, accretion of asset retirement obligations, general and administrative expenses and interest expense were not allocated to
the Acquired Properties.
|
6.
|
SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION
(unaudited):
|
Estimated quantities of proved oil and gas reserves of the Acquired Properties were derived from reserve estimates prepared by Parsley Energy’s in-house petroleum engineers. Proved reserves were
estimated in accordance with the guidelines established by the SEC and the FASB. Estimates of proved reserves are inherently imprecise and are continually subject to revision based on production history, results of additional exploration and
development, price changes and other factors. All of the Acquired Properties’ proved reserves are located in the continental United States.
Guidelines prescribed in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 932,
Extractive Industries – Oil and Gas
,
have been followed for computing a standardized measure of future net cash flows and changes therein relating to estimated proved reserves. Future cash inflows and future production and development costs are determined by applying prices and
costs, including transportation, quality, and basis differentials, to the year-end estimated quantities of oil and gas to be produced in the future. The resulting future net cash flows are reduced to present value amounts by applying a ten
percent annual discount factor. Future operating costs are determined based on estimates of expenditures to be incurred in producing the proved oil and gas reserves in place at the end of the period using year-end costs and assuming
continuation of existing economic conditions, plus overhead incurred. Future development costs are determined based on estimates of capital expenditures to be incurred in developing proved oil and gas reserves.
The assumptions used to compute the standardized measure are those prescribed by the FASB and the SEC. These assumptions do not
necessarily reflect Parsley Energy’s expectations of actual revenues to be derived from those reserves, nor their fair value. The limitations inherent in the reserve quantity estimation process, as discussed previously, are equally
applicable to the standardized measure computations since these reserve quantity estimates are the basis for the valuation process. Parsley Energy emphasizes that reserve estimates are inherently imprecise and that estimates of new discoveries and
undeveloped locations are more imprecise than estimates of established proved producing oil and gas properties. Accordingly, these estimates are expected to change as future information becomes available. The standardized measure excludes
federal income taxes as the tax basis for the Acquired Properties could not be determined or reasonably estimated for the periods presented. In addition, the tax basis of the Acquired Properties will differ from that of the Seller so any tax
provision is not relevant. The Acquired Properties’ operations are located in Texas and are subject to an entity-level tax, the Texas margin tax, at a statutory rate of up to 1.0% of income that is apportioned to Texas.
F-80
NOTES TO THE STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES OF PROPERTIES ACQUIRED
BY PARSLEY ENERGY, L.P., FROM PACER ENERGY, LTD.
The following table sets forth information for the year ended December 31, 2013 with respect to changes in the Acquired Properties’ proved (i.e., proved developed and undeveloped) reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2013
|
|
|
|
|
Crude Oil
(Bbls)
|
|
|
Liquids
(Bbls)
|
|
|
Natural Gas
(Mcf)
|
|
|
Boe
|
|
|
|
|
(in thousands)
|
|
|
Proved Developed and Undeveloped Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Extensions and discoveries
|
|
|
4,625
|
|
|
|
2,131
|
|
|
|
11,814
|
|
|
|
8,725
|
|
|
Production
|
|
|
(70
|
)
|
|
|
(6
|
)
|
|
|
(342
|
)
|
|
|
(133
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of the year
|
|
|
4,555
|
|
|
|
2,125
|
|
|
|
11,472
|
|
|
|
8,592
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved developed reserves, included above:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
878
|
|
|
|
517
|
|
|
|
2,791
|
|
|
|
1,860
|
|
|
Proved undeveloped reserves, included above:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
3,677
|
|
|
|
1,608
|
|
|
|
8,681
|
|
|
|
6,732
|
|
The following values for the crude oil and natural gas reserves at December 31, 2013, are based on
prices of $93.42 per bbl and $3.47 per Mcf. These prices were based on the 12 month arithmetic average of the first-day-of-the-month prices for the proceeding 12-month period. The crude oil pricing was based off the West Texas Intermediate
price and natural gas pricing was based off of average Henry Hub spot natural gas prices. All prices have been adjusted for transportation, quality and basis differentials.
The following summary sets forth the Acquired Properties’ future net cash flows relating to proved oil and gas reserves based on the
standardized measure prescribed in ASC Topic 932:
|
|
|
|
|
|
|
|
|
December 31,
2013
|
|
|
|
|
(in thousands)
|
|
|
Future cash inflows
|
|
$
|
543,307
|
|
|
Future production costs
|
|
|
(122,052
|
)
|
|
Future development costs
|
|
|
(52,656
|
)
|
|
Future income tax expenses
|
|
|
(3,803
|
)
|
|
|
|
|
|
|
|
Future net cash flows
|
|
|
364,796
|
|
|
10% discount to reflect timing of cash flows
|
|
|
(230,320
|
)
|
|
|
|
|
|
|
|
Standardized measure of discounted future net cash flows
|
|
$
|
134,476
|
|
|
|
|
|
|
|
The principal sources of changes in the standardized measure of discounted future net cash flows were:
|
|
|
|
|
|
|
|
|
December 31,
2013
|
|
|
|
|
(in thousands)
|
|
|
Standardized measure, beginning of period
|
|
$
|
—
|
|
|
Sales of oil and natural gas, net of production costs
|
|
|
(7,920
|
)
|
|
Extensions and discoveries
|
|
|
143,955
|
|
|
Net change in income taxes
|
|
|
(1,559
|
)
|
|
|
|
|
|
|
|
Standardized measure, end of period
|
|
$
|
134,476
|
|
|
|
|
|
|
|
F-81
GLOSSARY
The terms defined in this section are used throughout this prospectus:
“
3-D seismic
.” Geophysical data that depict the subsurface strata in three dimensions. 3-D seismic typically
provides a more detailed and accurate interpretation of the subsurface strata than 2-D, or two-dimensional, seismic.
“
Basin
.” A large natural depression on the earth’s surface in which sediments generally brought by water
accumulate.
“
Bbl
.” One stock tank barrel, of 42 U.S. gallons liquid volume, used in reference
to crude oil, condensate or natural gas liquids.
“
Bcf
.” One billion cubic feet of natural
gas.
“
Boe
.” One barrel of oil equivalent, with 6,000 cubic feet of natural gas being
equivalent to one barrel of oil.
“
Boe/d
.” One barrel of oil equivalent per day.
“
British thermal unit
” or “
Btu
.” The heat required to raise the temperature of a
one-pound mass of water from 58.5 to 59.5 degrees Fahrenheit.
“
completion
.” The process of
treating a drilled well followed by the installation of permanent equipment for the production of oil or natural gas, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.
“
condensate
.” A mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and
pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.
“
developed acreage
.” The number of acres that are allocated or assignable to productive wells or wells capable of
production.
“
development capital
.” Expenditures to obtain access to proved reserves and to
construct facilities for producing, treating and storing hydrocarbons.
“
development well
.” A
well drilled within the proved area of an oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive.
“
downspacing
.” Additional wells drilled between known producing wells to better exploit the reservoir.
“
dry hole
.” A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds
from the sale of such production exceed production expenses and taxes.
“
economically
producible
.” A resource that generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation. For a complete definition of economically producible, refer to the SEC’s Regulation S-X, Rule 4-10(a)(10).
“
exploitation
.” A development or other project which may target proven or unproven reserves
(such as probable or possible reserves), but which generally has a lower risk than that associated with exploration projects.
“
exploratory well
.” A well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or natural gas in another reservoir.
G-1
“
field
.” An area consisting of a single reservoir or multiple
reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. The field name refers to the surface area, although it may refer to both the surface and the underground productive formations.
For a complete definition of field, refer to the SEC’s Regulation S-X, Rule 4-10(a)(15).
“
formation
.” A layer of rock which has distinct characteristics that differ from nearby rock.
“
GAAP
.” Accounting principles generally accepted in the United States.
“
gross acres
” or “
gross wells
.” The total acres or wells, as the case may be, in which an entity
owns a working interest.
“
held by production
.” Acreage covered by a mineral lease that
perpetuates a company’s right to operate a property as long as the property produces a minimum paying quantity of oil or gas.
“
horizontal drilling
.” A drilling technique used in certain formations where a well is drilled vertically to a certain depth and then drilled at a right angle within a specified
interval.
“
IRS.
” Internal Revenue Service.
“
lease operating expense
.” All direct and allocated indirect costs of lifting hydrocarbons from a producing
formation to the surface constituting part of the current operating expenses of a working interest. Such costs include labor, superintendence, supplies, repairs, maintenance, allocated overhead charges, workover, insurance and other expenses
incidental to production, but exclude lease acquisition or drilling or completion expenses.
“
LIBOR
.” London Interbank Offered Rate.
“
MBbl
.” One thousand barrels of crude oil, condensate or NGLs.
“
MBoe
.” One thousand barrels of oil equivalent.
“
Mcf
.” One thousand cubic feet of natural gas.
“
MMBbls
.” One million stock tank barrels, of 42 U.S. gallons liquid volume, used in reference to crude oil,
condensate or natural gas liquids.
“
MMBoe
.” One million barrels of oil equivalent.
“
MMBtu
.” One million British thermal units.
“
MMcf
.” One million cubic feet of natural gas.
“
natural gas liquids
” or “
NGLs
.” The combination of ethane, propane, butane, isobutane and
natural gasolines that when removed from natural gas become liquid under various levels of higher pressure and lower temperature.
“
net acres
” or “
net wells
.” The percentage of total acres or wells, as the case may be, an owner has out of a particular number of gross acres or wells. For
example, an owner who has 50% interest in 100 gross acres owns 50 net acres.
“
net revenue
interest
.” An owner’s interest in the revenues of a well after deducting proceeds allocated to royalty and overriding interests.
“
NYMEX
.” The New York Mercantile Exchange.
“
operator
.” The entity responsible for the exploration, development and production of a well or lease.
G-2
“
present value of future net revenues
” or “
PV-10
.”
The estimated future gross revenue to be generated from the production of proved reserves, net of estimated production and future development and abandonment costs, using prices and costs in effect at the determination date, before income taxes, and
without giving effect to non-property-related expenses, discounted to a present value using an annual discount rate of 10% in accordance with the guidelines of the SEC.
“
productive well
.” A well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of the production exceed production
expenses and taxes.
“
proved developed reserves
.” Proved reserves that can be expected to be
recovered:
i. Through existing wells with existing equipment and operating methods or in which the cost
of the required equipment is relatively minor compared with the cost of a new well; or
ii. Through installed
extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.
“
proved reserves
.” Those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically
producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence
indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced, or the operator must be reasonably certain that it
will commence, the project within a reasonable time. For a complete definition of proved oil and natural gas reserves, refer to the SEC’s Regulation S-X, Rule 4-10(a)(22).
“
proved undeveloped reserves
” or “
PUDs
.” Proved reserves that are expected to be recovered from
new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.
Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology
exists that establishes reasonable certainty of economic producibility at greater distances.
Undrilled locations can be
classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time.
Under no circumstances shall estimates for proved undeveloped reserves be attributable to any acreage for which an application of fluid
injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, or by other evidence using reliable technology establishing
reasonable certainty.
“
reasonable certainty
.” A high degree of confidence. For a complete definition
of reasonable certainty, refer to the SEC’s Regulation S-X, Rule 4-10(a)(24).
“
recompletion
.” The process of re-entering an existing wellbore that is either producing or not producing and
completing new reservoirs in an attempt to establish or increase existing production.
“
reliable
technology
.” A grouping of one or more technologies (including computational methods) that have been field tested and have been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being
evaluated or in an analogous formation.
G-3
“
reserves.
” Estimated remaining quantities of oil and natural gas and
related substances anticipated to be economically producible, as of a given date, by application of development prospects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the
legal right to produce or a revenue interest in the production, installed means of delivering oil and natural gas or related substances to market and all permits and financing required to implement the project.
“
reservoir.
” A porous and permeable underground formation containing a natural accumulation of producible hydrocarbons
that is confined by impermeable rock or water barriers and is separate from other reservoirs.
“
royalty.
” An
interest in an oil and natural gas lease that gives the owner the right to receive a portion of the production from the leased acreage (or of the proceeds from the sale thereof), but does not require the owner to pay any portion of the production or
development costs on the leased acreage. Royalties may be either landowner’s royalties, which are reserved by the owner of the leased acreage at the time the lease is granted, or overriding royalties, which are usually reserved by an owner of
the leasehold in connection with a transfer to a subsequent owner.
“
SEC.
” The United States Securities and
Exchange Commission.
“
spacing.
” The distance between wells producing from the same reservoir. Spacing is
often expressed in terms of acres, e.g., 40-acre spacing, and is often established by regulatory agencies.
“
spud
.” Commenced drilling operations on an identified location.
“
undeveloped acreage.
” Lease acreage on which wells have not been drilled or completed to a point that would permit the
production of economic quantities of oil or natural gas regardless of whether such acreage contains proved reserves.
“
wellbore.
” The hole drilled by the bit that is equipped for oil or gas production on a completed well. Also called well
or borehole.
“
working interest.
” The right granted to the lessee of a property to explore for and to produce
and own oil, natural gas or other minerals. The working interest owners bear the exploration, development and operating costs on either a cash, penalty or carried basis.
“
workover.
” Operations on a producing well to restore or increase production.
“
WTI.
” West Texas Intermediate crude oil, which is a light, sweet crude oil, characterized by an American Petroleum Institute gravity, or API gravity, between 39 and 41 and a sulfur
content of approximately 0.4 weight percent that is used as a benchmark for other crude oils.
G-4
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and
Distribution
The following table sets forth an itemized statement of the amounts of all expenses (excluding underwriting
discounts and commissions) payable by us in connection with the registration of the Class A common stock offered hereby. With the exception of the SEC registration fee and the FINRA filing fee, the amounts set forth below are estimates. The
selling shareholders will not bear any portion of such expenses.
|
|
|
|
|
|
|
SEC registration fee
|
|
$
|
117,044
|
|
|
FINRA filing fee
|
|
|
136,810
|
|
|
NYSE listing fee
|
|
|
250,000
|
|
|
Accounting fees and expenses
|
|
|
1,983,665
|
|
|
Legal fees and expenses
|
|
|
1,500,000
|
|
|
Printing and engraving expenses
|
|
|
500,000
|
|
|
Transfer agent and registrar fees
|
|
|
5,000
|
|
|
Miscellaneous
|
|
|
7,481
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,500,000
|
|
|
|
|
|
|
|
Item 14. Indemnification of Directors and Officers
Section 145 of the DGCL provides that a corporation may indemnify any person who was or is a party, or is threatened to be made a
party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise), against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. A similar standard is applicable in the case of derivative actions (i.e.,
actions by or in the right of the corporation), except that indemnification extends only to expenses, including attorneys’ fees, incurred in connection with the defense or settlement of such action and the statute requires court approval before
there can be any indemnification where the person seeking indemnification has been found liable to the corporation.
Our
amended and restated certificate of incorporation and amended and restated bylaws will contain provisions that limit the liability of our directors and officers for monetary damages to the fullest extent permitted by the DGCL. Consequently, our
directors will not be personally liable to us or our shareholders for monetary damages for breach of fiduciary duty as a director, except liability:
|
|
•
|
|
for any breach of the director’s duty of loyalty to our company or our shareholders;
|
|
|
•
|
|
for any act or omission not in good faith or that involve intentional misconduct or knowing violation of law;
|
|
|
•
|
|
under Section 174 of the DGCL regarding unlawful dividends and stock purchases; or
|
|
|
•
|
|
for any transaction from which the director derived an improper personal benefit.
|
II-1
Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of
these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors or officers of corporations, then
the personal liability of our directors and officers will be further limited to the fullest extent permitted by the DGCL.
In
addition, we have entered into indemnification agreements with our current directors and officers containing provisions that are in some respects broader than the specific indemnification provisions contained in the DGCL. The indemnification
agreements require us, among other things, to indemnify our directors against certain liabilities that may arise by reason of their status or service as directors and to advance their expenses incurred as a result of any proceeding against them as
to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors and officers.
We intend to maintain liability insurance policies that indemnify our directors and officers against various liabilities, including certain liabilities under arising under the Securities Act and the
Exchange Act, which may be incurred by them in their capacity as such.
The proposed form of Underwriting Agreement filed as
Exhibit 1.1 to this registration statement provides for indemnification of our directors and officers by the underwriters against certain liabilities arising under the Securities Act or otherwise in connection with this offering.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 15. Recent Sales of Unregistered Securities
In connection with our incorporation on December 11, 2013 under the laws of the State of Delaware, we issued 1,000 shares of our common stock to Parsley Energy, LLC for an aggregate purchase price of
$10.00. These securities were offered and sold by us in reliance upon the exemption from the registration requirements provided by Section 4(2) of the Securities Act. These shares will be redeemed for nominal value in connection with our
reorganization.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
|
|
|
|
|
|
|
Exhibit
number
|
|
|
Description
|
|
|
|
|
|
1.1
|
|
|
Form of Underwriting Agreement
|
|
|
|
|
|
2.1††
|
|
|
Form of Master Reorganization Agreement
|
|
|
|
|
|
2.2
|
|
|
Form of Agreement and Plan of Merger by and among Parsley Energy, Inc. and Parsley Energy Employee Holdings, LLC
|
|
|
|
|
|
**3.1
|
|
|
Form of Amended and Restated Certificate of Incorporation of Parsley Energy, Inc.
|
|
|
|
|
|
**3.2
|
|
|
Form of Amended and Restated Bylaws of Parsley Energy, Inc.
|
|
|
|
|
|
4.1
|
|
|
Form of Class A Common Stock Certificate
|
|
|
|
|
|
**4.2
|
|
|
Indenture dated February 5, 2014 between Parsley Energy, LLC, Parsley Finance Corp., each of the guarantors party thereto and U.S. Bank National Association, as
trustee
|
|
|
|
|
|
5.1
|
|
|
Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being
registered
|
II-2
|
|
|
|
|
|
|
Exhibit
number
|
|
|
Description
|
|
|
|
|
|
**10.1
|
|
|
Amended and Restated Credit Agreement, dated as of October 21, 2013, by and among Parsley Energy, L.P., as borrower, and Wells Fargo Bank, National Association, as
administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, BMO Harris Bank, N.A., as documentation agent and the lenders party thereto
|
|
|
|
|
|
10.2
|
|
|
Amended and Restated Credit Agreement, dated October 21, 2013, by and among Parsley Energy, L.P., as borrower, Chambers Energy Management, LP, as agent, and the several
lenders party thereto
|
|
|
|
|
|
**10.3†
|
|
|
Form of Parsley Energy, Inc. 2014 Long-Term Incentive Plan
|
|
|
|
|
|
**10.4
|
|
|
Form of Tax Receivable Agreement
|
|
|
|
|
|
**10.5
|
|
|
Form of Parsley Energy, LLC First Amended and Restated Limited Liability Agreement
|
|
|
|
|
|
**10.6
|
|
|
Form of Director Indemnification Agreement
|
|
|
|
|
|
**10.7
|
|
|
Form of Registration Rights Agreement
|
|
|
|
|
|
**10.8†
|
|
|
Employment Agreement, dated January 23, 2014, between Parsley Energy Operations, LLC and Bryan Sheffield
|
|
|
|
|
|
**10.9†
|
|
|
Employment Agreement, dated January 24, 2014, between Parsley Energy Operations, LLC and Colin Roberts
|
|
|
|
|
|
**10.10†
|
|
|
Employment Agreement, dated February 13, 2014, between Parsley Energy Operations, LLC and Matthew Gallagher
|
|
|
|
|
|
**10.11†
|
|
|
Form of Vice President Employment Agreement
|
|
|
|
|
|
**10.12†
|
|
|
Form of Management Employment Agreement
|
|
|
|
|
|
**10.13
|
|
|
Amended and Restated Limited Liability Company Agreement of Parsley Energy Employee Holdings LLC
|
|
|
|
|
|
**10.14
|
|
|
First Amendment to Amended and Restated Credit Agreement, dated December 20, 2013, by and among Parsley Energy, L.P., as borrower, and Wells Fargo Bank, National
Association, as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, BMO Harris Bank, N.A., as documentation agent and the lenders party thereto
|
|
|
|
|
|
**10.15
|
|
|
Second Amendment to Amended and Restated Credit Agreement, dated February 5, 2014, by and among Parsley Energy, L.P., as borrower, and Wells Fargo Bank, National
Association, as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, BMO Harris Bank, N.A., as documentation agent and the lenders party thereto
|
|
|
|
|
|
10.16†
|
|
|
Form of Restricted Stock Agreement
|
|
|
|
|
|
10.17†
|
|
|
Form of Notice of Grant of Restricted Stock (Time-Based)
|
|
|
|
|
|
10.18†
|
|
|
Form of Notice of Grant of Restricted Stock (Performance-Based)
|
|
|
|
|
|
10.19
|
|
|
Fifth Amendment to Amended and Restated Credit Agreement, dated May 9, 2014, by and among Parsley Energy, L.P., as borrower, and Wells Fargo Bank, National Association, as
administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, BMO Harris Bank, N.A., as documentation agent and the lenders party thereto
|
|
|
|
|
|
**21.1
|
|
|
List of Subsidiaries of Parsley Energy, Inc.
|
|
|
|
|
|
23.1
|
|
|
Consent of KPMG LLP
|
|
|
|
|
|
23.2
|
|
|
Consent of KPMG LLP
|
|
|
|
|
|
23.3
|
|
|
Consent of KPMG LLP
|
|
|
|
|
|
23.4
|
|
|
Consent of KPMG LLP
|
|
|
|
|
|
**23.5
|
|
|
Consent of Netherland, Sewell & Associates, Inc.
|
II-3
|
|
|
|
|
|
|
Exhibit
number
|
|
|
Description
|
|
|
|
|
|
23.6
|
|
|
Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto)
|
|
|
|
|
|
**24.1
|
|
|
Power of Attorney (included on the signature page of the initial filing of the Registration Statement)
|
|
|
|
|
|
**99.1
|
|
|
Netherland, Sewell & Associates, Inc., Summary of Reserves at December 31, 2013
|
|
|
|
|
|
**99.2
|
|
|
Netherland, Sewell & Associates, Inc. Audit Letter with respect to reserves acquired from Pacer Energy, Ltd.
|
|
*
|
To be filed by amendment.
|
|
†
|
Compensatory plan or arrangement.
|
|
††
|
Schedules and similar attachments to the Form of Master Reorganization Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will
furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.
|
(b) Financial Statement Schedules. Financial statement schedules are omitted because the required information is not applicable, not required or included in the financial statements or the notes thereto
included in the prospectus that forms a part of this registration statement.
Item 17. Undertakings
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement
certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For
purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Midland, State of Texas, on May 12, 2014.
|
|
|
|
|
PARSLEY ENERGY, INC.
|
|
|
|
|
By:
|
|
/
S
/ B
RYAN
S
HEFFIELD
|
|
|
|
Bryan Sheffield
Chief Executive Officer and Director
|
Pursuant to the requirements of the Securities Act, this registration statement has been signed by
the following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/
S
/ B
RYAN
S
HEFFIELD
Bryan Sheffield
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
May 12, 2014
|
|
|
|
|
|
*
Ryan Dalton
|
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
May 12, 2014
|
|
|
|
|
|
*
Chris Carter
|
|
Director
|
|
May 12, 2014
|
|
|
|
|
|
*
A.R. Alameddine
|
|
Director
|
|
May 12, 2014
|
|
|
|
|
|
*
David Smith
|
|
Director
|
|
May 12, 2014
|
|
|
|
|
|
*
Randolph Newcomer, Jr.
|
|
Director
|
|
May 12, 2014
|
|
|
|
|
|
|
|
|
*By:
|
|
/
S
/ B
RYAN
S
HEFFIELD
|
|
|
|
Bryan Sheffield
Attorney-in-Fact
|
II-5
INDEX TO EXHIBITS
|
|
|
|
|
|
|
Exhibit
number
|
|
|
Description
|
|
|
1.1
|
|
|
Form of Underwriting Agreement
|
|
|
|
|
|
2.1††
|
|
|
Form of Master Reorganization Agreement
|
|
|
|
|
|
2.2
|
|
|
Form of Agreement and Plan of Merger by and among Parsley Energy, Inc. and Parsley Energy Employee Holdings, LLC
|
|
|
|
|
|
**3.1
|
|
|
Form of Amended and Restated Certificate of Incorporation of Parsley Energy, Inc.
|
|
|
|
|
|
**3.2
|
|
|
Form of Amended and Restated Bylaws of Parsley Energy, Inc.
|
|
|
|
|
|
4.1
|
|
|
Form of Class A Common Stock Certificate
|
|
|
|
|
|
**4.2
|
|
|
Indenture dated February 5, 2014 between Parsley Energy, LLC, Parsley Finance Corp., each of the guarantors party thereto and U.S. Bank National Association, as
trustee
|
|
|
|
|
|
5.1
|
|
|
Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered
|
|
|
|
|
|
**10.1
|
|
|
Amended and Restated Credit Agreement, dated as of October 21, 2013, by and among Parsley Energy, L.P., as borrower, and Wells Fargo Bank, National Association, as
administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, BMO Harris Bank, N.A., as documentation agent and the lenders party thereto
|
|
|
|
|
|
10.2
|
|
|
Amended and Restated Credit Agreement, dated October 21, 2013, by and among Parsley Energy, L.P., as borrower, Chambers Energy Management, LP, as agent, and the several
lenders party thereto
|
|
|
|
|
|
**10.3†
|
|
|
Form of Parsley Energy, Inc. 2014 Long-Term Incentive Plan
|
|
|
|
|
|
**10.4
|
|
|
Form of Tax Receivable Agreement
|
|
|
|
|
|
**10.5
|
|
|
Form of Parsley Energy, LLC First Amended and Restated Limited Liability Agreement
|
|
|
|
|
|
**10.6
|
|
|
Form of Director Indemnification Agreement
|
|
|
|
|
|
**10.7
|
|
|
Form of Registration Rights Agreement.
|
|
|
|
|
|
**10.8†
|
|
|
Employment Agreement, dated January 23, 2014, between Parsley Energy Operations, LLC and Bryan Sheffield
|
|
|
|
|
|
**10.9†
|
|
|
Employment Agreement, dated January 24, 2014, between Parsley Energy Operations, LLC and Colin Roberts
|
|
|
|
|
|
**10.10†
|
|
|
Employment Agreement, dated February 13, 2014, between Parsley Energy Operations, LLC and Matthew Gallagher
|
|
|
|
|
|
**10.11†
|
|
|
Form of Vice President Employment Agreement
|
|
|
|
|
|
**10.12†
|
|
|
Form of Management Employment Agreement
|
|
|
|
|
|
**10.13
|
|
|
Amended and Restated Limited Liability Company Agreement of Parsley Energy Employee Holdings LLC
|
|
|
|
|
|
**10.14
|
|
|
First Amendment to Amended and Restated Credit Agreement, dated December 20, 2013, by and among Parsley Energy, L.P., as borrower, and Wells Fargo Bank, National
Association, as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, BMO Harris Bank, N.A., as documentation agent and the lenders party thereto
|
|
|
|
|
|
**10.15
|
|
|
Second Amendment to Amended and Restated Credit Agreement, dated February 5, 2014, by and among Parsley Energy, L.P., as borrower, and Wells Fargo Bank, National
Association, as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, BMO Harris Bank, N.A., as documentation agent and the lenders party thereto
|
|
|
|
|
|
10.16†
|
|
|
Form of Restricted Stock Agreement
|
|
|
|
|
|
10.17†
|
|
|
Form of Notice of Grant of Restricted Stock (Time-Based)
|
|
|
|
|
|
10.18†
|
|
|
Form of Notice of Grant of Restricted Stock (Performance-Based)
|
|
|
|
|
|
10.19
|
|
|
Fifth Amendment to Amended and Restated Credit Agreement, dated May 9, 2014, by and among Parsley Energy, L.P., as borrower, and
Wells Fargo Bank, National Association, as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, BMO Harris Bank, N.A., as documentation agent and the lenders party thereto
|
II-6
|
|
|
|
|
|
|
Exhibit
number
|
|
|
Description
|
|
|
|
|
|
**21.1
|
|
|
List of Subsidiaries of Parsley Energy, Inc.
|
|
|
|
|
|
23.1
|
|
|
Consent of KPMG LLP
|
|
|
|
|
|
23.2
|
|
|
Consent of KPMG LLP
|
|
|
|
|
|
23.3
|
|
|
Consent of KPMG LLP
|
|
|
|
|
|
23.4
|
|
|
Consent of KPMG LLP
|
|
|
|
|
|
**23.5
|
|
|
Consent of Netherland, Sewell & Associates, Inc.
|
|
|
|
|
|
23.6
|
|
|
Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto)
|
|
|
|
|
|
**24.1
|
|
|
Power of Attorney (included on the signature page of the initial filing of the Registration Statement)
|
|
|
|
|
|
**99.1
|
|
|
Netherland, Sewell & Associates, Inc., Summary of Reserves at December 31, 2013
|
|
|
|
|
|
**99.2
|
|
|
Netherland, Sewell & Associates, Inc. Audit Letter with respect to reserves acquired from Pacer Energy, Ltd.
|
|
*
|
To be filed by amendment.
|
|
†
|
Compensatory plan or arrangement.
|
|
††
|
Schedules and similar attachments to the Form of Master Reorganization Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will
furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.
|
II-7
Exhibit 1.1
[
—
] Shares
PARSLEY ENERGY, INC.
Class A common stock
FORM OF UNDERWRITING AGREEMENT
[
—
], 2014
C
REDIT
S
UISSE
S
ECURITIES
(USA) LLC,
G
OLDMAN
, S
ACHS
& C
O
.
As Representatives of the Several Underwriters,
c/o Credit Suisse Securities (USA) LLC,
Eleven
Madison Avenue,
New York, New York 10010-3629
c/o Goldman, Sachs & Co.
85 Broad
Street
New York, New York 10004
Dear Sirs:
1.
Introductory
. Parsley Energy, Inc., a Delaware corporation (“
Company
”) agrees with the several Underwriters
named in
Schedule A
hereto (“
Underwriters
”) to issue and sell to the several Underwriters [
—
] shares of its Class A common stock (“
Securities
”) and the
stockholders listed in
Schedule B
hereto (“
Selling Stockholders
”) agree severally with the Underwriters to sell to the several Underwriters an aggregate of [
—
] outstanding
shares of the Securities (such [
—
] shares of Securities being hereinafter referred to as the “
Firm Securities
”). The Company also agrees to sell to the Underwriters, at the option
of the Underwriters, an aggregate of not more than [
—
] additional shares of its Securities (“
Optional Securities
”), as set forth below. The Firm Securities and the Optional
Securities are herein collectively called the “
Offered Securities
”. As part of the offering contemplated by this Agreement, [
—
] (the “
Designated Underwriter”
) has
agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [
—
] shares, for sale to the Company’s directors, officers, employees and other parties associated with
the Company (collectively, “
Participants”
), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “
Directed Share Program”
). The Firm Securities to be sold by the
Designated Underwriter pursuant to the Directed Share Program (the “
Directed Shares”
) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the
end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus.
The Company is a Delaware corporation that was formed for the purpose of making the proposed issuance and sale of the Offered Securities (the
“
Offering
”). Upon consummation of the Offering contemplated by this Agreement, the Company will (i) contribute the net proceeds of the Offering to Parsley Energy, LLC, a Delaware limited liability company (“
Parsley
LLC
”), in exchange for units of membership interest in Parsley LLC (the “
PE Units
”) and (ii) become the sole managing member of Parsley LLC. It is understood and agreed to by all parties that concurrently with, or
prior
to, the closing of this Offering, Parsley LLC, will enter into certain corporate reorganization transactions (the “
Reorganization Transactions
”), pursuant to which the following
transactions will occur:
A. The members of Parsley LLC (the “
Existing Owners
”) will convert their
existing membership interests in Parsley LLC into PE Units and the Limited Liability Company Agreement of Parsley LLC will be amended and restated (as amended and restated, the “Parsley First Amended and Restated LLC Agreement”) to, among
other things, (i) modify Parsley LLC’s capital structure to consist solely of PE Units and (ii) provide certain of the Existing Owners and their permitted transferees the right, subject to the terms of the Parsley First Amended and
Restated LLC Agreement, to exchange their PE Units (together with a corresponding number of shares of Class B Common Stock of the Company) for Securities (or, at Parsley LLC’s option, for a cash payment) on a one-for-one basis, subject to
certain adjustments.
B. In connection with the Reorganization Transactions, the certificate of incorporation of the
Company will be amended and restated (as amended and restated, the “Company Restated Certificate of Incorporation”) and the bylaws of the Company will be amended and restated (as amended and restated, the “Company Restated
Bylaws.”
C. Pursuant to that certain Master Reorganization Agreement, dated as of [
—
], 2014 (the “
Master Reorganization Agreement
”), by and among the Company, Parley LLC and the Existing Owners, certain of the Existing Owners will contribute all or a portion of the PE
Units received by them in the Reorganization Transactions to the Company in exchange for Securities.
D. Pursuant to an
Agreement and Plan of Merger, to be entered into on the Closing Date (the “
Merger Agreement
” and together with the Master Reorganization Agreement, the “
Transaction Documents
”), by and among Parsley Energy Employee
Holdings, LLC, a Delaware limited liability company (“
PEEH
”) and the Company, PEEH will merge with and into the Company (the “
Merger
”), with the Company continuing as the surviving entity, and the members of PEEH
will receive Securities in exchange for their interests in PEEH in the Merger.
2.
Representations and Warranties of the Company and
the Selling Stockholders
. (a) The Company represents and warrants to, and agrees with, the several Underwriters that:
(i)
Filing and Effectiveness of Registration Statement; Certain Defined Terms
. The Company has filed with the Commission
a registration statement on Form S-1 (No. 333-195230) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the
form then on file with the Commission, including all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C
Information, that in any case has not then been superseded or modified, shall be referred to as the “
Initial Registration Statement
”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration
statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by
reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “
Additional Registration Statement
”.
As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective
under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or
will be registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement.
2
For purposes of this Agreement:
“
430A Information
”, with respect to any registration statement, means information included in a prospectus and
retroactively deemed to be a part of such registration statement pursuant to Rule 430A(b).
“
430C
Information
”, with respect to any registration statement, means information included in a prospectus then deemed to be a part of such registration statement pursuant to Rule 430C.
“
Act
” means the Securities Act of 1933, as amended.
“
Applicable Time
” means [
—
][a/p]m (Eastern time) on the
date of this Agreement.
“
Closing Date”
has the meaning defined in Section 3 hereof.
“
Commission
” means the Securities and Exchange Commission.
“
Effective Time
” with respect to the Initial Registration Statement or, if filed prior to the execution and
delivery of this Agreement, the Additional Registration Statement, means the date and time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c). If an Additional
Registration Statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, “
Effective Time
” with respect to such Additional
Registration Statement means the date and time as of which such Registration Statement is filed and becomes effective pursuant to Rule 462(b).
“
Exchange Act
” means the Securities Exchange Act of 1934, as amended.
“
Final Prospectus
” means the Statutory Prospectus that discloses the public offering price, other 430A
Information and other final terms of the Offered Securities and otherwise satisfies Section 10(a) of the Act.
“
General Use Issuer Free Writing Prospectus
” means any Issuer Free Writing Prospectus that is intended for
general distribution to prospective investors, as evidenced by its being so specified in
Schedule C
to this Agreement.
“
Issuer Free Writing Prospectus
” means any “issuer free writing prospectus,” as defined in Rule 433,
relating to the Offered Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).
“
Limited Use Issuer Free Writing Prospectus
” means any Issuer Free Writing Prospectus that is not a General
Use Issuer Free Writing Prospectus.
The Initial Registration Statement and the Additional Registration Statement are
referred to collectively as the “
Registration Statements
” and each individually as a “
Registration Statement
”. A “
Registration Statement
” with reference to a particular time means the Initial
Registration Statement and any Additional Registration Statement as of such time. A “
Registration Statement
” without reference to a time means such Registration Statement as of its Effective Time. For purposes of the foregoing
definitions, 430A Information with respect to a Registration Statement shall be considered to be included in such Registration Statement as of the time specified in Rule 430A.
“
Rules and Regulations
” means the rules and regulations of the Commission.
“
Statutory Prospectus
” with reference to a particular time means the prospectus included in a Registration
Statement immediately prior to that time, including any 430A Information or 430C Information with respect to such Registration Statement. For purposes of the foregoing
3
definition, 430A Information shall be considered to be included in the Statutory Prospectus as of the actual time that form of prospectus is filed with the Commission pursuant to Rule 424(b) or
Rule 462(c) and not retroactively.
Unless otherwise specified, a reference to a “rule” is to the indicated rule
under the Act.
(ii)
Compliance with the Requirements of the Act
. (i) (A) At their respective Effective
Times and (B) on each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations,
(ii) at their respective Effective Times, each of the Registration Statements did not and, as amended or supplemented, as applicable, will not, contain any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, (iii) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional
Registration Statement in which the Final Prospectus is included, and on each Closing Date, the Final Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (iv) on the date of this Agreement, at
their respective Effective Times or issue dates and on each Closing Date, each Registration Statement, the Final Prospectus, any Statutory Prospectus, any prospectus wrapper and any Issuer Free Writing Prospectus complied or comply, and such
documents and any further amendments or supplements thereto will comply, with any applicable laws or regulations of foreign jurisdictions in which the Final Prospectus, any Statutory Prospectus, any prospectus wrapper or any Issuer Free Writing
Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished
to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(c) hereof.
(iii)
Ineligible Issuer Status.
(i) At the time of the initial filing of the Initial Registration Statement and
(ii) at the date of this Agreement, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.
(iv)
General Disclosure Package
. As of the Applicable Time, neither (i) the General Use Issuer Free Writing
Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus, dated [
—
], 2014 (the “
Preliminary Prospectus
”) (which is the most recent Statutory Prospectus
distributed to investors generally) and the other information, if any, stated in
Schedule C
to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “
General Disclosure
Package
”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free
Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information
furnished by any Underwriter consists of the information described as such in Section 8(c) hereof.
(v)
Issuer Free
Writing Prospectuses
. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Securities or until any earlier date that the Company notified or
notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement.
4
(vi)
Good Standing of the Company.
The Company has been duly incorporated
and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package and the Final Prospectus; and
the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be
duly qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the management, condition (financial or other), results of operations, business, properties or prospects of
the Company and its subsidiaries taken as a whole (a “
Material Adverse Effect
”); all such jurisdictions are listed on
Schedule D
hereto.
(vii)
Subsidiaries.
After giving effect to the Reorganization Transactions, the Company will own
[ ]% of the issued and outstanding PE Units and the entities listed on
Schedule E
hereto will be the only direct or indirect subsidiaries (as defined in Rule 1-02(w) of Regulation S-X) of the Company (references herein
to “
Subsidiaries
” refer to the Company’s indirect and direct subsidiaries as listed on
Schedule E
after giving effect to the Reorganization Transactions). Each such subsidiary has been duly incorporated or formed and is
existing and in good standing under the laws of the jurisdiction of its incorporation or formation, with corporate, limited liability company, limited partnership, and/or other similar power and authority to own its properties and conduct its
business as described in the General Disclosure Package and the Final Prospectus; and each subsidiary listed on
Schedule E
hereto is duly qualified to do business as a foreign corporation or other entity in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be duly qualified or in good standing would not, individually or in the aggregate, have a Material
Adverse Effect; all such jurisdictions are listed on
Schedule D
hereto; all of the issued and outstanding capital stock or other ownership interests of each such Subsidiary has been duly authorized and validly issued and, in the case of any
such corporation, is fully paid and nonassessable; and the capital stock or other ownership interests of each such Subsidiary owned by the Company, directly or indirectly, is owned free from liens, encumbrances and defects, other than those arising
under (i) the Amended and Restated Credit Agreement, dated as of October 21, 2013, by and among Parsley Energy, L.P., as borrower, Wells Fargo Bank, National Association, as administrative agent, JPMorgan Chase Bank, N.A., as syndication
agent, BMO Harris Bank, N.A., as documentation agent and the lenders party thereto, as heretofore amended, restated, modified or supplemented and (ii) the [Aircraft Term Note], or as otherwise would not individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.
(viii)
Offered Securities
. The Offered Securities and all
other outstanding shares of capital stock of the Company, after giving effect to the Reorganization Transactions, will have been duly authorized; after giving effect to the Reorganization Transactions, the authorized equity capitalization of the
Company will be as set forth in the General Disclosure Package and the Final Prospectus under the heading “Capitalization”; after giving effect to the Reorganization Transactions, all outstanding shares of capital stock of the Company will
be, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information
in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus in all material respects; the stockholders of the Company have no preemptive rights with respect to the Securities; and none of the
outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus
there are no outstanding (A) securities or obligations of the Company convertible
5
into or exchangeable for any capital stock of the Company, (B) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or
exchangeable securities or obligations or (C) obligations of the Company to issue or sell any shares of capital stock, any such convertible or exchangeable securities or obligations or any such warrants, rights or options. The Company has not,
directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of
the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than through any Preliminary Prospectus, the Final Prospectus, any Permitted Free Writing Prospectus, and in connection with
the Directed Share Program, the enrollment materials prepared by the Designated Underwriter on behalf of the Company.
(ix)
No Finder’s Fee.
Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the
Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering.
(x)
Registration Rights.
Except as disclosed in the General Disclosure Package and the Final Prospectus and as set forth
in that certain Registration Rights Agreement, dated as of June 11, 2013, by and among the Company, NGP X US Holdings, L.P., and the other parties thereto, there are no contracts, agreements or understandings between the Company and any person
granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the
securities registered pursuant to a Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act. (collectively, “
registration rights
”), and any person
to whom the Company has granted registration rights has agreed not to exercise such rights until after the expiration of the Lock-Up Period referred to in Section 5(l) hereof.
(xi)
Listing.
The Offered Securities have been approved for listing on The New York Stock Exchange, subject to official
notice of issuance.
(xii)
Absence of Further Requirements.
No consent, approval, authorization, or order of, or
filing or registration with, any person (including any governmental agency or body or any court) is required to be obtained or made by the Company for the consummation of the transactions contemplated by this Agreement in connection with the sale of
the Offered Securities, except (i) such as have been obtained, (ii) where the failure of the Company to obtain or make any such consent, approval, authorization, order, filing or registration would not reasonably be expected to have a
Material Adverse Effect, or (iii) such as have been made or as may be required under state or foreign securities or “Blue Sky” laws or by the Financial Industry Regulatory Authority (“
FINRA
”).
(xiii)
Title to Property
. Except as disclosed in the General Disclosure Package and the Final Prospectus, after giving
effect to the Reorganization Transactions, the Company and its Subsidiaries will have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained
in the General Disclosure Package and the Final Prospectus and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package and the Final Prospectus as assets owned by them, in each case
free and clear of all liens, encumbrances and defects except such as (w) are described in the General Disclosure Package and the Final Prospectus, (x) are liens and encumbrances under operating agreements, unitization and pooling
agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured
obligations and are
6
of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (y) do not materially affect the value of the properties of the
Company and its Subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its Subsidiaries; any other real property and buildings held under lease by the Company and its
Subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the
Company or its Subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its Subsidiaries reflect in all material respects
the rights of the Company and its Subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package and the Final Prospectus, and the care taken by the Company and its
Subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its Subsidiaries operate for acquiring or procuring
leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its Subsidiaries that have not yet been drilled or included in a unit for
drilling, the Company and its Subsidiaries have carried out such title investigations in accordance with the customary practice in the oil and gas industry in the areas in which the Company and its Subsidiaries operate.
(xiv)
Rights-of-Way
. After giving effect to the Reorganization Transactions, the Company and its Subsidiaries will have
such consents, easements, rights-of-way or licenses from any person (collectively, “
rights-of-way
”) as are necessary to enable the Company to conduct its business in the manner described in the General Disclosure Package and the
Final Prospectus, subject to qualifications as may be set forth in the General Disclosure Package and the Final Prospectus, except where failure to have such rights-of-way would not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.
(xv)
Status of Oil and Gas Leases
. As of the date hereof, (i) all royalties, rentals,
deposits and other amounts owed under the oil and gas leases constituting the oil and gas properties of the Company and its Subsidiaries have been properly and timely paid (other than amounts held in suspense accounts pending routine payments or
related to disputes about the proper identification of royalty owners and except where the failure to timely pay or pay such amounts would not reasonably be expected to have a Material Adverse Effect); and no material amount of proceeds from the
sale or production attributable to the oil and gas properties of the Company and its Subsidiaries are currently being held in suspense by any purchaser thereof, except where such amounts due would not reasonably be expected to have a Material
Adverse Effect, and (ii) there are no claims under take-or-pay contracts pursuant to which natural gas purchasers have any make-up rights affecting the interests of the Companies or its Subsidiaries in their respective oil and gas properties,
except where such claims would not reasonably be expected to have a Material Adverse Effect.
(xvi)
Reserve
Engineers
. Netherland, Sewell & Associates, Inc., the reserve engineer that prepared a reserve report on estimated net proved oil and natural gas reserves held by the Company and its Subsidiaries as of December 31, 2013 have
represented to the Company that they are an independent petroleum engineer with respect to the Company and its Subsidiaries for the periods set forth in the General Disclosure Package and the Final Prospectus.
(xvii)
Reserve Report Information
. The information contained in the General Disclosure Package and the Final Prospectus
regarding estimated proved reserves of the Company and its Subsidiaries is based upon the reserve reports prepared by Netherland, Sewell & Associates, Inc. The information provided to Netherland, Sewell & Associates, Inc., by the
Company and its Subsidiaries, including, without limitation, information as to: production, costs of operation and development, current prices for production, agreements relating to current and future
7
operations and sales of production, was true and correct in all material respects on the dates the reports were made. Such information was provided to Netherland, Sewell & Associates,
Inc., in accordance with all customary industry practices.
(xviii)
Reserve Reports; Production Estimates
.
The factual information underlying the estimates of reserves of the Company and its Subsidiaries included in the General Disclosure Package and the Final Prospectus, including, without limitation, production, costs of operation and development,
current prices for production, agreements relating to current and future operations and sales of production, was true and correct in all material respects on the dates such estimates were made and such information was supplied and was prepared in
accordance with customary industry practices. Other than normal production of reserves, intervening market commodity price fluctuations, fluctuations in demand for such products, adverse weather conditions, unavailability or increased costs of rigs,
equipment, supplies or personnel, the timing of third party operations and other factors, in each case in the ordinary course of business, and except as described in the General Disclosure Package and the Final Prospectus, neither of the Company nor
any of its Subsidiaries is aware of any facts or circumstances that would result in a material adverse change in the aggregate net reserves, or the aggregate present value of future net cash flows therefrom, as described in the General Disclosure
Package and the Final Prospectus.
(xix)
Absence of Defaults and Conflicts Resulting from Transaction.
The
execution, delivery and performance of this Agreement and the Transaction Documents, the issuance and sale of the Offered Securities and the application of the net proceeds therefrom as set forth in the General Disclosure Package and the Final
Prospectus will not result in a breach or violation of any of the terms and provisions of, or constitute, or with the giving of notice or lapse of time, would constitute, a default under, or result in the imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, (i) their respective certificate of formation, limited liability company agreement, limited partnership agreement, charter, or by-laws or similar
organizational documents of the Company or any of its Subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its
Subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the properties of the
Company or any of its Subsidiaries is subject, except in the case of clauses (ii) and (iii) as would not reasonably be expected to have a Material Adverse Effect.
(xx)
Absence of Existing Defaults and Conflicts.
Neither the Company nor any of its Subsidiaries is (i) in
violation of its respective certificate of formation, limited liability company agreement, limited partnership agreement, charter, by-laws or similar organizational documents, (ii) in default (or with the giving of notice or lapse of time would
be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which
any of the properties of any of them is subject, or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses
(ii) and (iii) above, for any such default or violation that would not reasonably be expected to have a Material Adverse Effect.
(xxi)
Authorization of Agreement.
This Agreement has been duly authorized, executed and delivered by the Company.
(xxii)
Possession of Licenses and Permits.
After giving effect to the Reorganization Transactions, the Company and its
Subsidiaries will possess all certificates, authorizations, franchises, licenses and permits issued by appropriate federal, state, local or foreign regulatory bodies (collectively, “
Licenses
”) necessary or material to the conduct of
the business in the
8
manner described in the General Disclosure Package and the Final Prospectus to be conducted by them, except where the failure to have obtained the same would not reasonably be expected to have a
Material Adverse Effect. After giving effect to the Reorganization Transactions, the Company and its Subsidiaries will be in compliance with the terms and conditions of all such Licenses, except where the failure to so comply would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect, and have not received any notice of proceedings relating to the revocation or modification of any Licenses that, if determined adversely to the Company or any of its
Subsidiaries, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(xxiii)
Absence of Labor Dispute.
No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is imminent that would reasonably be expected to have a Material Adverse Effect or except as
described in the General Disclosure Package and the Final Prospectus.
(xxiv)
Possession of Intellectual Property
.
The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively,
“
intellectual property rights
”) necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to
any intellectual property rights that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect.
(xxv)
Environmental Laws.
Except as disclosed in the General Disclosure Package and the Final Prospectus, (a)(i) neither
the Company nor any of its Subsidiaries is in violation of, and does not have any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or
decision or order of any domestic or foreign governmental agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (as defined below),
to the protection or restoration of the environment or natural resources, to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “
Environmental Laws
”) that
would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) to the knowledge of the Company, neither the Company nor any of its Subsidiaries own, occupy, operate or use any real property contaminated
with Hazardous Substances, (iii) neither the Company nor any of its Subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) to
the knowledge of the Company, neither the Company nor any of its Subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off site storage, treatment, or disposal site,
(v) neither the Company nor any of its Subsidiaries is subject to any pending, or to the Company’s knowledge, threatened, claim by any governmental agency or governmental body or person arising under Environmental Laws or relating to the
release of or exposure to Hazardous Substances, and (vi) the Company and its Subsidiaries have received, are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals
required under applicable Environmental Laws to conduct their business, except in each case covered by clauses (i) – (vi) such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(b) to the knowledge of the Company and its Subsidiaries, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim pursuant to any Environmental Law that would reasonably be
expected to have a Material Adverse Effect; and (c) in the ordinary course of its business, each of the Company and its Subsidiaries periodically evaluate the effect, including associated costs and liabilities, of Environmental Laws on the
business, properties, results of operations and financial condition of the Company and its Subsidiaries, and, on the basis of such evaluation, the Company and its Subsidiaries
9
have reasonably concluded that such Environmental Laws are not, individually or in the aggregate, reasonably expected to have a Material Adverse Effect. For purposes of this subsection
“
Hazardous Substances
” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, and polychlorinated biphenyls, and (B) any other chemical,
material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.
(xxvi)
Accurate Disclosure.
The statements in the General Disclosure Package and the Final Prospectus under the headings
“Certain Relationships and Related Party Transactions,” “Description of Capital Stock,” “Business—Legal Proceedings,” “Business—Regulation of the Oil and Natural Gas Industry”,
“Business—Regulation of Environmental and Occupational Safety and Health Matters”, and “Material U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders”, in each case to the extent that they constitute matters
of law or summaries of legal matters, any other instruments, agreements, or documents, summaries of legal or regulatory proceedings, or legal conclusions are correct in all material respects. There are no contracts or documents which are required to
be described in the Registration Statement or the Preliminary Prospectus pursuant to Form S-1 or to be filed as exhibits to the Registration Statement pursuant to Item 601 of Regulation S-K which have not been so described or filed as required,
except for where the failure to describe or file such exhibits would not have a Material Adverse Effect.
(xxvii)
Absence of Manipulation
. The Company has not taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the Offered Securities.
(xxviii)
Statistical and
Market-Related Data.
Any third-party statistical and market-related data included in a Registration Statement, a Statutory Prospectus, or the General Disclosure Package or the Final Prospectus are based on or derived from sources that the
Company believes to be reliable and accurate.
(xxix)
Internal Controls and Compliance with the Sarbanes-Oxley Act
.
There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations
promulgated in connection therewith applicable to the Company. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting,
an internal audit function and legal and regulatory compliance controls that are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“
GAAP
”) and to maintain accountability for assets, (iii) access to
assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences. Since the date of the most recent balance sheet of the Company and its Subsidiaries reviewed or audited by KPMG LLP, (i) the Company has not been advised of or become aware of (A) any significant deficiencies in
the design or operation of internal controls that could adversely affect the ability of the Company or any of its Subsidiaries to record, process, summarize and report financial data, or any material weaknesses in internal controls, and (B) any
fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company and each of its Subsidiaries; and (ii) there have been no significant changes in internal controls
or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.
10
(xxx)
Litigation
. Except as disclosed in the General Disclosure Package
and the Final Prospectus, there are no pending actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) against or affecting the Company, any of its Subsidiaries or
any of their respective properties that, if determined adversely to the Company or any of its Subsidiaries, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or would materially and adversely affect
the ability of the Company to perform its obligations under this Agreement; and no such actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) are threatened or, to
the Company’s knowledge, contemplated.
(xxxi)
Financial Statements.
The historical financial statements
included in each Registration Statement, the General Disclosure Package and the Final Prospectus present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries as of the dates shown and their results
of operations and cash flows of the Company and its Subsidiaries for the periods shown. Except as disclosed in the General Disclosure Package and the Final Prospectus, such financial statements comply as to form in all material respects with the
applicable accounting requirements of Regulation S-X and have been prepared in all material respects in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise stated therein. The unaudited pro forma
financial statements and the related notes thereto included under the heading “Pro Forma Consolidated and Combined Financial Statements” in the Preliminary Prospectus present fairly in all material respects the information contained
therein and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustment used therein are appropriate to give effect to the transactions and circumstances referred
to therein. The pro forma adjustments comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X under the Securities Act and the pro forma adjustments have been properly applied to the
historical amounts in the compilation of those statements. KPMG LLP has certified the audited financial statements of the Company included in the Registration Statement, General Disclosure Package and the Final Prospectus, and is an independent
registered public accounting firm with respect to the Company and its Subsidiaries within the Rules and Regulations and as required by the Act and the applicable rules and guidance from the Public Company Accounting Oversight Board (United States).
The other financial and statistical data included in the Registration Statement, the General Disclosure Package and the Final Prospectus under the captions “Summary Historical and Pro Forma Consolidated and Combined Financial Data and
“Selected Historical and Pro Forma Consolidated and Combined Financial Data” present fairly, in all material respects, the information shown therein and such data has been compiled on a basis consistent with the financial statements
presented therein and the books and records of the Company. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the
meaning of Financial Accounting Standards Board Interpretation No. 46), not disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus.
(xxxii)
No Material Adverse Change in Business.
Except as disclosed in the General Disclosure Package and the Final
Prospectus, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package and the Final Prospectus (i) there has been no change, nor any development or event involving a prospective
change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its Subsidiaries, taken as a whole, that is material and adverse, (ii) there has been no dividend or distribution of
any kind declared, paid or made by the Company on any class of its capital stock, (iii) there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the
Company or any of its Subsidiaries, (iv) there has been no obligation, direct or
11
contingent, that is material to the Company or any of its Subsidiaries taken as a whole, incurred by the Company or any of its Subsidiaries, except obligations incurred in the ordinary course of
business and (v) neither the Company nor any of its Subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance
or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.
(xxxiii)
Investment Company Act.
The Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the General Disclosure Package and the Final Prospectus, will
not be an “investment company” as defined in the Investment Company Act of 1940 (the “
Investment Company Act
”).
(xxxiv)
Ratings.
No “nationally recognized statistical rating organization” as such term is defined for
purposes of Section 3(a)(62) of the Exchange Act has imposed (or has informed the Company or any of its Subsidiaries that it is considering imposing) any condition (financial or otherwise) on the Company’s or any of its Subsidiaries’
retaining any rating assigned to the Company or any of its Subsidiaries or any securities of the Company or any of its Subsidiaries or (ii) has indicated to the Company or any of its Subsidiaries that it is considering any of the actions
described in Section 7(d)(ii) hereof.
(xxxv)
Absence of Unlawful Influence.
The Company has not offered or
sold, or caused the Underwriters to offer or sell, any Offered Securities to any person pursuant to the Directed Share Program with the specific intent to unlawfully influence (i) a customer or supplier of the Company to alter the
customer’s or supplier’s level or type of business with the Company or (ii) a trade journalist or publication to write or publish favorable information about the Company or its products.
(xxxvi)
Insurance
. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final
Prospectus, the Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as the Company reasonably believes are adequate for the conduct of their business. All such
policies of insurance insuring the Company and its Subsidiaries are in full force and effect. The Company and its Subsidiaries are in compliance with the terms of such policies and instruments in all material respects; and there are no material
claims by the Company or its Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. Neither the Company nor any of its Subsidiaries has any reason to
believe that any of them will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably
be expected to have a Material Adverse Effect, except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus.
(xxxvii)
Tax Returns
. The Company and its Subsidiaries have filed all federal, state, local and non-U.S. tax returns
that are required to be filed or have requested extensions thereof (except in any case in which the failure so to file would not reasonably be expected to have a Material Adverse Effect); and, except as set forth in the General Disclosure Package
and the Final Prospectus, the Company and its Subsidiaries have paid all taxes (including any assessments, fines or penalties) required to be paid by them, except for any such taxes, assessments, fines or penalties currently being contested in good
faith or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(xxxviii)
Certain Relationships and Related Party Transactions
. No relationship, direct or indirect, exists between or
among the Company or its Subsidiaries on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or its Subsidiaries on the other hand, which is required to be described in the General Disclosure Package which
is not so described therein. The Final Prospectus will contain the same description of the matters set forth in the preceding sentence contained in the General Disclosure Package.
12
(xxxix)
No Unlawful Payments
. None of the Company or any of its
Subsidiaries, or to the knowledge of the Company and its Subsidiaries, any of its or their respective directors, officers, agents, employees or other persons associated with or acting on behalf of the Company or any of its Subsidiaries has
(A) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (B) made any direct or indirect unlawful payment to any foreign or domestic government official or
employee from corporate funds; (C) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (D) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.
(xl)
Compliance with Anti-Money Laundering Laws
. The operations of the Company and its Subsidiaries are and have been
conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all
jurisdictions where the Company or any of its Subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental or regulatory agency
(collectively, the “
Anti-Money Laundering Laws
”) and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries
with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company and the Subsidiaries, threatened.
(xli)
Compliance with OFAC
. None of the Company or any of its Subsidiaries, or to the knowledge of the Company and its
Subsidiaries, any of the directors, officers, agents, employees or affiliates of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the
Treasury (“
OFAC
”); and none of the Company or any of its Subsidiaries will, directly or indirectly, use the proceeds of the offering and sale of its Offered Securities under this Agreement, or lend, contribute or otherwise make
available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.
(xlii)
Emerging Growth Company.
The Company is an emerging growth company as defined in Section 2(a)(19) of the
Act. Neither the Company nor any person authorized by the Company has engaged in any oral or written communication in connection with the offering of the Offered Securities in reliance on Section 5(d) of the Act.
(b) Each Selling Stockholder severally and not jointly represents and warrants to, and agrees with, the several Underwriters that:
(i)
Title to Securities
. Upon completion of the Reorganization Transactions, and immediately prior to any Closing Date
on which such Selling Stockholder is selling the Offered Securities, such Selling Stockholder will have good and marketable title to the Offered Securities to be sold by such Selling Stockholder hereunder on such Closing Date, free and clear of all
liens, encumbrances, equities, community property rights, restrictions on transfer or claims except for any liens, encumbrances, equities or claims arising under the Custody Agreement (defined below).
(ii)
Valid Security Entitlement
. Upon payment for the Offered Securities to be sold by such Selling Stockholder pursuant
to this Agreement, delivery of such Offered Securities, as directed by the Underwriters, to Cede & Co. (“
Cede
”) or such other nominee as may be designated by The Depository Trust Company (“
DTC
”),
registration of such Offered Securities in the name of Cede or such other nominee and the crediting of such Offered Securities on the books of
13
DTC to securities accounts of the Underwriters (i) DTC will acquire good and marketable title to the Offered Securities free and clear of all liens, encumbrances, equities, community
property rights, restrictions on transfer or claims, (ii) DTC shall be a “protected purchaser” of such Offered Securities within the meaning of Section 8-303 of the New York Uniform Commercial Code (the “
UCC
”),
(iii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Offered Securities, and (iv) an action based on an “adverse claim” (within the meaning of Sections 8-102 and
8-105 of the UCC) to such securities entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory may not be asserted against the Underwriters with respect to such security entitlement (assuming that the
Underwriters are purchasing such Offered Securities without notice of any adverse claim). For purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Offered Securities
will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as
a “clearing corporation” within the meaning of Section 8-102 of the UCC, and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.
(iii)
Custody Agreement
. Such Selling Stockholder will, prior to the First Closing Date, place in custody under a
custody agreement (the “
Custody Agreement
” and, together with all other similar agreements executed by the other Selling Stockholders, the “
Custody Agreements
”) with American Stock Transfer & Trust Company,
LLC, as custodian (the “
Custodian
”), for delivery under this Agreement, certificates in negotiable form (with signature guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchanges Medallion Program) representing the Offered Securities to be sold by the Selling Stockholder hereunder.
(iv)
Power of Attorney
. Such Selling Stockholder has duly and irrevocably executed and delivered a power of attorney
(the “
Power of Attorney
” and, together with all other similar agreements executed by the other Selling Stockholders, the “
Powers of Attorney
”) appointing the Custodian and Colin Roberts and Ryan Dalton as attorneys
in fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on
behalf of the Selling Stockholder.
(v)
Absence of Further Requirements
. No consent, approval, authorization or
order of, or filing with, any person (including any governmental agency or body or any court) is required to be obtained or made by any Selling Stockholder for the consummation of the transactions contemplated by the Custody Agreement or this
Agreement in connection with the offering and sale of the Offered Securities sold by the Selling Stockholders, except (A) such as have been or, prior to the First Closing Date will be, obtained or made, (B) for the registration of the
Offered Securities under the Act and such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and sale
of the Offered Securities by the Underwriters, (C) for such that, if not obtained, have not or would not, in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Selling Stockholders to consummate the
transactions contemplated by this Agreement, the Custody Agreement or the Power of Attorney, and (D) as described in the Registration Statement and the most recent Preliminary Prospectus.
(vi)
Absence of Defaults and Conflicts Resulting from Transaction
. The execution, delivery and performance of the
Custody Agreement and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of (i) any of the terms and provisions of, or constitute a default under, or result in the
imposition of any lien, charge or encumbrance upon any property or assets of any Selling Stockholder pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over
14
any Selling Stockholder or any of their properties or any agreement or instrument to which any Selling Stockholder is a party or by which any Selling Stockholder is bound or to which any of the
properties of any Selling Stockholder is subject except for any breach or violation that would not, individually or in the aggregate, materially impair the Selling Stockholder’s ability to consummate the transactions contemplated by this
Agreement, the Custody Agreement or the Power of Attorney, or (ii) the charter or by-laws of any Selling Stockholder that is a corporation or the constituent documents of any Selling Stockholder that is not a natural person or a corporation.
(vii)
Authority
. Such Selling Stockholder has full right, power and authority, corporate or otherwise, to enter
into this Agreement, the Custody Agreement and the Power of Attorney.
(viii)
Compliance with Securities Act
Requirements
.
(a) The representations in Section 2(b)(viii)(b) are limited to any statements or omissions made in
the Registration Statement, the Preliminary Prospectus, the Final Prospectus or any amendment or supplement thereto or any Issuer Free Writing Prospectus that are made in reliance upon and in conformity with written information furnished to the
Company by such Selling Stockholder expressly for use therein, it being understood and agreed that the only such information furnished by such Selling Stockholder consists of (A) the legal name, address and the number of Securities owned by
such Selling Stockholder upon completion of the Reorganization Transactions, (B) the other information with respect to such Selling Stockholder (excluding percentages) which appear in the table (and corresponding footnotes) under the caption
“Principal and Selling Shareholders” and (C) information with respect to such Selling Stockholder under the description of the Reorganization Transactions (with respect to such Selling Stockholder, the “
Selling Stockholder
Information
”)
(b) (i) (A) At their respective Effective Times, and (B) on each Closing Date, each
of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Act and the Rules and Regulations, (ii) at their respective Effective Times, each of
the Registration Statements, did not and as amended or supplemented, as applicable, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein
not misleading, (iii) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is
included, and on each Closing Date, the Final Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(ix)
No Undisclosed Material Information
. The sale of the Offered Securities by such Selling Stockholder pursuant to
this Agreement is not prompted by any material information concerning the Company or any of its Subsidiaries that is not set forth the General Disclosure Package and the Final Prospectus.
(x)
Authorization of Agreement.
This Agreement has been duly authorized, executed and delivered by each Selling
Stockholder.
(xi)
Absence of Manipulation
. Such Selling Stockholder has not taken, directly or indirectly, any
action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Securities.
15
3.
Purchase, Sale and Delivery of Offered Securities
. On the basis of the representations,
warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to
purchase from the Company and each Selling Stockholder, at a purchase price of $[
—
] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their
discretion, in order to avoid fractions) obtained by multiplying [
—
] Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such Selling
Stockholder in
Schedule B
hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in
Schedule A
hereto and the
denominator of which is the total number of Firm Securities.
Certificates in book-entry form for the Offered Securities to be sold by the
Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with American Stock Transfer & Trust Company, LLC, as custodian (“
Custodian
”). Each Selling
Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling
Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of
any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if
any of such trusts should terminate, before the delivery of the Offered Securities hereunder, such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event
or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination.
The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several
Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn
to the order of the Company in the case of [
—
] shares of Firm Securities and [
—
] in the case of
[
—
] shares of Firm Securities, at the office of Latham & Watkins LLP, 811 Main Street, Suite 3700, Houston, Texas 77002, at [9:00] am (Eastern Time), on [
—
] 2014, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “
First Closing
Date
”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for
all the Offered Securities sold pursuant to the offering. Delivery of the Firm Securities will be made through the facilities of the Depositary Trust Company (the “
DTC
”) unless the Representatives shall otherwise instruct.
In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date
of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of shares of
Optional Securities to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the
Optional Securities being herein referred to as an “
Optional Closing Date
,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “
Closing
Date
”). The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be
purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to
eliminate fractions) and may be purchased by the Underwriters only for the purpose
16
of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or
simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by
the Representatives to the Company and the Selling Stockholders.
Each Optional Closing Date shall be determined by the Representatives
but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the
Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an
account at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Latham & Watkins LLP. The delivery of any Optional Securities will be made through the facilities of the DTC unless the
Representatives shall otherwise instruct.
4.
Offering by Underwriters
. It is understood that the several Underwriters propose to
offer the Offered Securities for sale to the public as set forth in the Final Prospectus.
5.
Certain Agreements of the Company and the
Selling Stockholders
. The Company agrees with the several Underwriters and the Selling Stockholders that:
(a)
Additional Filings.
The Company will file the Final Prospectus, in a form approved by the Representatives, with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by the
Representatives, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Time of the
Initial Registration Statement. The Company will advise the Representatives promptly of any such filing pursuant to Rule 424(b) and provide satisfactory evidence to the Representatives of such timely filing. If an Additional Registration Statement
is necessary to register a portion of the Offered Securities under the Act but the Effective Time thereof has not occurred as of the execution and delivery of this Agreement, the Company will file the additional registration statement or, if filed,
will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time the Final Prospectus is
finalized and distributed to any Underwriter, or will make such filing at such later date as shall have been consented to by the Representatives.
(b)
Filing of Amendments: Response to Commission Requests.
The Company will promptly advise the Representatives of any
proposal to amend or supplement at any time the Initial Registration Statement, any Additional Registration Statement or any Statutory Prospectus and will not effect such amendment or supplementation without the Representatives’ consent; and
the Company will also advise the Representatives promptly of (i) the effectiveness of any Additional Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement), (ii) any amendment or
supplementation of a Registration Statement or any Statutory Prospectus, (iii) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional
information, (iv) the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, and (v) the receipt by the Company of any notification with
respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such
stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
17
(c)
Continued Compliance with Securities Laws.
If, at any time when a
prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any
time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representatives of such event and will promptly prepare and file with the Commission and furnish, at its own
expense, to the Underwriters and the dealers and any other dealers upon request of the Representatives, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the
Representatives’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof.
(d)
Rule 158.
As soon as practicable, but not later than the Availability Date (as defined below), the Company will make
generally available to its security holders an earnings statement covering a period of at least 12 months beginning after the Effective Date of the Initial Registration Statement (or, if later, the Effective Time of the Additional Registration
Statement) which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. For the purpose of the preceding sentence, “
Availability Date
” means the day after the end of the fourth fiscal quarter
following the fiscal quarter that includes such Effective Time on which the Company is required to file its Form 10-Q for such fiscal quarter except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year,
“
Availability Date
” means the day after the end of such fourth fiscal quarter on which the Company is required to file its Form 10-K.
(e)
Furnishing of Prospectuses.
The Company will furnish to the Representatives copies of each Registration Statement
(three of which will be signed and will include all exhibits), each related Statutory Prospectus, and, so long as a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the
Act, the Final Prospectus and all amendments and supplements to such documents, in each case in such quantities as
[
the Representatives request. The Final Prospectus shall be so furnished within two business days following the
execution and delivery of this agreement, unless otherwise agreed by the Company and the Representatives. All other such documents shall be so furnished as soon as available, unless otherwise agreed by the Company and the Representatives.
(f)
Blue Sky Qualifications.
The Company shall cooperate with the Underwriters and counsel for the Underwriters to
qualify or register the Offered Securities for resale under (or obtain exemptions from the application of) the state securities or Blue Sky laws of those jurisdictions designated by the Underwriters, shall comply with such laws and shall continue
such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Securities. Notwithstanding the foregoing, the Company shall not be required to qualify as a foreign corporation or to take any
action that would subject it to general service of process or taxation in any such jurisdiction where it is not presently qualified or subject to taxation.
(g)
Reporting Requirements.
During the period of five years hereafter, the Company will furnish to the Representatives
and, upon request, to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives (i) as soon as
available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders, and (ii) from time to time, such other information concerning the Company as the
Representatives may reasonably request. However, so long as the Company is subject to the reporting requirements of either Section 13 or Section
18
15(d) of the Exchange Act and is timely filing reports with the Commission on its Electronic Data Gathering, Analysis and Retrieval system (“
EDGAR
”), it is not required to
furnish such reports or statements to the Underwriters.
(h)
Payment of Expenses.
The Company agrees with the
several Underwriters that the Company will pay all expenses incident to the performance of the obligations of the Company and the Selling Stockholders, as the case may be, under this Agreement, including but not limited to (i) any filing fees
and reasonable attorneys’ fees and expenses incurred by the Company, the Selling Stockholders or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part
of the Offered Securities for offer and sale under the state securities or Blue Sky laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (ii) the filing fees incident to,
and the reasonable fees and expenses of counsel for the Underwriters up to $[
—
], in connection with the FINRA’s review and approval of the Underwriters’ participation in the offering and
distribution of the Offered Securities, (iii) fees and expenses incident to listing the Offered Securities on the New York Stock Exchange, (iv) fees and expenses in connection with the registration of the Offered Securities under the
Exchange Act, (v) any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters, (vi) expenses incurred in distributing preliminary prospectuses
,
the Final Prospectus
(including any amendments and supplements thereto) and the Registration Statement and exhibits thereto to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or
prospective investors and (vii) all other fees, costs and expenses referred to in Item 13 of Part II of the Registration Statement. The Company will also pay or reimburse the Underwriters (to the extent incurred by them) for costs and
expenses of the Underwriters and the Company’s officers and employees and any other expenses of the Underwriters and the Company relating to investor presentations or any “road show” in connection with the offering and sale of the
Offered Securities including, without limitation, any travel expenses of the Company’s officers and employees and any other expenses of the Company, including 50% of the cost of the chartering of airplanes. It is understood, however, that
except as provided in this Section 5(h) and Sections 8 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and any road show expenses incurred by them (other than costs and expenses
incurred by the Underwriters on behalf of the Company).
(i)
Use of Proceeds.
The Company will use the net proceeds
received by it in connection with this offering in the manner described in the “Use of Proceeds” section of the General Disclosure Package and the Final Prospectus and, except as disclosed in the General Disclosure Package and the Final
Prospectus, the Company does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any Underwriter.
(j)
Absence of Manipulation.
The Company and the Selling Stockholders will not take, directly or indirectly, any action
designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Securities.
(l) (A)
Restriction on Sale of Securities by the Company.
For the period specified below (the “
Lock-Up
Period
”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“
Lock-Up
Securities
”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities (other than the Offered Securities and shares issued pursuant to employee benefit plans, qualified stock option plans or other
employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to
purchase Lock-Up Securities (other than the grant of options pursuant to employee benefit plans, option plans, qualified
19
stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (iii) enter into any swap,
hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up
Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the
prior written consent of Credit Suisse Securities (USA) LLC (“
Credit Suisse
”), except (i) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of
warrants or options, in each case outstanding on the date hereof and (ii) the filing of a registration statement on Form S-8 relating to, and the issuance and sale of Lock-Up Securities pursuant to, the terms of a plan described in the General
Disclosure Package and the Final Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or such earlier date that Credit Suisse consents to in writing.
(B)
Agreement to announce lock-up waiver.
If Credit Suisse, in its sole discretion, agrees to release or waive the
restrictions set forth in a lock-up letter described in Section 7(l) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date
of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the
release or waiver
(m)
Transfer Restrictions.
In connection with the Directed Share Program, the Company will ensure
that the Directed Shares will be restricted to the extent required by the FINRA or the FINRA rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the effectiveness of the Registration
Statement. The Designated Underwriter will notify the Company as to which Participants will need to be so restricted. The Company will direct the transfer agent to place stop transfer restrictions upon such securities for such period of time.
(n)
Payment of Expenses Related to Directed Share Program.
The Company will pay all reasonable and documented fees and
disbursements of counsel (including non-U.S. counsel) incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the underwriters in connection with the
Directed Share Program.
(o)
Compliance with Foreign Laws.
The Company will comply with all applicable securities
and other applicable laws, rules and regulations in each foreign jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.
6.
Free Writing Prospectuses
. The Company and Selling Stockholders represent and agree that, unless they obtain the prior consent of
the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an
Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the
Representatives is hereinafter referred to as a “
Permitted Free Writing Prospectus
.” The Company and the Representatives agree that any such Permitted Free Writing Prospectus is listed on Schedule C hereto. The Company represents
that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rules 164 and 433 applicable
to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement
to file with the Commission any electronic road show. If
20
at any time following issuance of an Issuer Free Writing Prospectus, at a time when a prospectus relating to the Offered Securities is (or but for the exemption of Rule 172 would be) required to
be delivered under the Act by any Underwriter or dealer, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration
Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement such Issuer Free Writing Prospectus to
eliminate or correct such conflict, untrue statement or omission.
7.
Conditions of the Obligations of the Underwriters
. The
obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and
warranties of the Company and the Selling Stockholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling
Stockholders of their obligations hereunder and to the following additional conditions precedent:
(a)
KPMG Comfort
Letter.
The Representatives shall have received a “comfort letter,” dated the date hereof, of KPMG LLP in form and substance satisfactory to the Representatives, covering the financial information in the Registration Statements, the
General Disclosure Package and the Final Prospectus and other customary matters. In addition, on each Closing Date, the Underwriters shall have received from such accountant a “bring-down comfort letter” dated such Closing Date addressed
to the Underwriters, in form and substance satisfactory to the Representatives, in the form of the “comfort letter” delivered on the date hereof, except that (i) it shall cover the financial information in the Registration Statement
and the Final Prospectus and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than three (3) days prior to such Closing Date.
(b)
Netherland Sewell Comfort Letter
. The Representatives shall have received a letter, dated the date hereof, of
Netherland, Sewell & Associates, Inc., independent petroleum engineers, in form and substance satisfactory to the Representatives, covering the oil and gas reserves information in the Registration Statement, the General Disclosure Package
and the Final Prospectus and other customary matters. In addition, on each Closing Date, the Underwriters shall have received from such independent petroleum engineers a “bring-down comfort letter” dated such Closing Date addressed to the
Underwriters, in form and substance satisfactory to the Representatives, in the form of the “comfort letter” delivered on the date hereof, except that (i) it shall cover the oil and gas reserves information in the Registration
Statement and the Final Prospectus and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than three (3) days prior to the Closing Date.
(c)
Effectiveness of Registration Statement.
If the Effective Time of the Additional Registration Statement (if any) is
not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 P.M., New York time, on the date of this Agreement or, if earlier, the time the Final Prospectus is finalized and distributed to
any Underwriter, or shall have occurred at such later time as shall have been consented to by the Representatives. The Final Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a)
hereof. Prior to such Closing Date, no stop order suspending the effectiveness of a Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of any Selling Stockholder, the
Company or the Representatives, shall be contemplated by the Commission.
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(d)
No Material Adverse Change.
Subsequent to the execution and delivery
of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and
its Subsidiaries taken as a whole which, in the judgment of the Representatives, is material and adverse and makes it impractical or inadvisable to market the Offered Securities; (ii) any downgrading in the rating of any debt securities of the
Company by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of any debt
securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook;
(iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls the effect of which is such as to make it, in the judgment of the Representatives, impractical to market or to
enforce contracts for the sale of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any suspension or material limitation of trading in securities generally on the New York Stock
Exchange, or any setting of minimum or maximum prices for trading on such exchange; (v) or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (vi) any banking moratorium declared
by any U.S. federal or New York authorities; (vii) any major disruption of settlements of securities, payment or clearance services in the United States or any other country where such securities are listed or (viii) any attack on,
outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representatives, the effect of any such
attack, outbreak, escalation, act, declaration, calamity or emergency is such as to make it impractical or inadvisable to market the Offered Securities or to enforce contracts for the sale of the Offered Securities.
(e)
Opinion of Counsel for the Company.
The Representatives shall have received an opinion, dated such Closing Date, of
Vinson & Elkins L.L.P., as to the matters described in
Schedule F
hereto
(f)
Opinion of General Counsel
for the Company
. The Representatives shall have received an opinion, dated such Closing Date, of Colin W. Roberts, General Counsel for the Company, as to the matters described in
Schedule G
hereto.
(g)
Opinion of Counsel for Selling Stockholders.
The Representatives shall have received an opinion, dated such Closing
Date, of Vinson & Elkins L.L.P., as to the matters described in
Schedule H
hereto.
(h)
Opinion of
Counsel for Underwriters.
The Representatives shall have received from Latham & Watkins LLP, counsel for the Underwriters, such opinion or opinions, dated such Closing Date, with respect to such matters as the Representatives may
require, and the Selling Stockholders and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.
(i)
Officer’s Certificate.
The Representatives shall have received a certificate, dated such Closing Date, of an
executive officer of the Company and a principal financial or accounting officer of the Company in which such officers shall state that: the representations and warranties of the Company in this Agreement are true and correct; the Company has
complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no
proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs
(1) and (3) of Rule 462(b) was timely filed pursuant to Rule
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462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) of Regulation S-T of the Commission; and, subsequent to the date of the most recent financial
statements in the General Disclosure Package and the Final Prospectus, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise), results of
operations, business, properties or prospects of the Company and its Subsidiaries taken as a whole except as set forth in the General Disclosure Package, the Final Prospectus or as described in such certificate.
(j)
Lock-Up Agreements.
On or prior to the date hereof, Credit Suisse shall have received lockup letters in the form of
Exhibit B
from each of the parties listed on
Schedule I
hereto.
The Selling Stockholders and the Company will furnish the Representatives
with any additional opinions, certificates, letters and documents as the Representatives reasonably request and conformed copies of documents delivered pursuant to this Section 7. The Representatives may in their sole discretion waive on behalf
of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of an Optional Closing Date or otherwise.
8.
Indemnification and Contribution
. (a)
Indemnification of Underwriters by Company.
The Company will indemnify and hold
harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each
an “
Indemnified Party
”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or
regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any
Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any
loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with
respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein,
it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below.
The Company agrees to indemnify and hold harmless the Designated Underwriter and its affiliates and each person, if any, who controls the
Designated Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (the “
Designated Entities”
), from and against any and all losses, claims, damages and liabilities (including,
without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact
contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program or arising out of or based upon any omission or alleged omission of a material fact required to
be stated therein or necessary to make the statements therein not misleading; (ii) arising out of or based upon the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or
(iii) arising out of, related to, or in connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the willful
misconduct or gross negligence of the Designated Entities.
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(b)
Indemnification of Underwriters by Selling Stockholders.
The Selling Stockholders,
severally and not jointly, will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange
Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of
a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was
made in the Registration Statement, any Preliminary Prospectus, the General Disclosure Package or the Final Prospectus or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with the
Selling Stockholder Information; and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability,
action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such
expenses are incurred. The aggregate liability of each Selling Stockholder under Section 8(b) and Section 8(e) or any claim for breach of representations and warranties of such Selling Stockholder contained in Section 2 shall be
limited to the aggregate net proceeds, after underwriting discounts but before deducting expenses received by such Selling Stockholder, from the offering of the Offered Securities purchased under the Agreement received by such Selling Stockholder,
as set forth in the table on the cover page of the Final Prospectus.
(c)
Indemnification of Company and Selling Stockholders.
Each
Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act, and each Selling Stockholder (each, an “
Underwriter Indemnified Party
”) against any losses, claims, damages or liabilities to which such Underwriter Indemnified
Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in any Registration Statement at any time, any Statutory Prospectus at any time, the Final Prospectus or any Issuer Free Writing Prospectus or arise out of or are based upon
the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or
other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such
Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that
the only such information furnished by any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: (i) the concession and reallowance figures appearing in the fifth paragraph under the
caption “Underwriting (Conflicts of Interest)” and (ii) the paragraph relating to stabilization by the Underwriters under the caption “Underwriting (Conflicts of Interest)”.
24
(d)
Actions against Parties; Notification.
Promptly after receipt by an indemnified party
under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under subsection (a), (b) or (c) above, notify the indemnifying party of
the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection (a), (b) or (c) above except to the extent that it has been materially prejudiced (through
the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under
subsection (a), (b) or (c) above. In case any such action is brought against any indemnified party and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for
any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding anything contained herein to the contrary, if indemnity may be sought
pursuant to the last paragraph in Section 8(a) hereof in respect of such action or proceeding, then in addition to such separate firm for the indemnified parties, the indemnifying party shall be liable for the reasonable fees and expenses of
not more than one separate firm (in addition to any local counsel) for the Designated Underwriter for the defense of any losses, claims, damages and liabilities arising out of the Directed Share Program, and all persons, if any, who control the
Designated Underwriter within the meaning of either Section 15 of the Act of Section 20 of the Exchange Act. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or
threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified
party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.
(e)
Contribution.
If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified
party under subsection (a), (b) or (c) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a),
(b) or (c) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Stockholders on the one hand and the Underwriters on the other from the offering of the Securities or
(ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the
Company and the Selling Stockholders on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Selling Stockholders on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company and the Selling Stockholders bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, the Selling Stockholders or the Underwriters and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection
(e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e). Notwithstanding the
provisions of this subsection (e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds
the amount of any damages which such Underwriter has otherwise been required to pay
25
by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall
be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (e) to contribute are several in proportion to their respective underwriting obligations
and not joint. The Company, the Selling Stockholders and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8(e) were determined by pro rata allocation (even if the Underwriters were treated
as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 8(e).
9.
Default of Underwriters
. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on
either the First Closing Date or any Optional Closing Date and the aggregate number of shares of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of shares of
Offered Securities that the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Offered Securities by other persons,
including any of the Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities
that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of shares of Offered Securities with respect to which such default or defaults occur exceeds
10% of the total number of shares of Offered Securities that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives, the Company and the Selling Stockholders for the purchase of such
Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholders, except as provided in
Section 10 (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As
used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.
10.
Survival of Certain Representations and Obligations
. The respective indemnities, agreements, representations, warranties and other
statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered
Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause
(iv), (vi), (vii) or (viii) of Section 7(d) hereof, the Company and the Selling Stockholders will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including reasonable documented fees and
disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall
remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.
11.
Notices
. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, hand delivered or
telecopied and confirmed to the Representatives at Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010-3629, Attention: LCD-IBD and Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004 or, if sent
to the Company, will be mailed, hand delivered or telecopied and confirmed to it at 221 West 6
th
Street, Suite 750, Austin, Texas 78701 Attention: Colin W. Roberts, or, if sent to the Selling
Stockholders or any of them, will be mailed, hand delivered or telecopied and confirmed to counsel for the Selling Stockholders; provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed, hand delivered or
telecopied and confirmed to such Underwriter.
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12.
Successors
. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective personal representatives and successors and the officers and directors and controlling persons referred to in Section 7, and no other person will have any right or obligation hereunder.
13.
Representation of Underwriters
. The Representatives will act for the several Underwriters in connection with the transactions
contemplated by this Agreement, and any action under this Agreement taken by the Representatives jointly or by Credit Suisse will be binding upon all the Underwriters.
14.
Counterparts
. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same Agreement.
15.
Absence of Fiduciary Relationship.
The Company and
the Selling Stockholders acknowledge and agree that:
(a)
No Other Relationship.
The Representatives have been retained solely to
act as underwriters in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company or the Selling Stockholders, on the one hand, and the Representatives, on the other, has been
created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether the Representatives have advised or are advising the Company or the Selling Stockholders on other matters;
(b)
Arms’ Length Negotiations.
The price of the Offered Securities set forth in this Agreement was established by Company and the
Selling Stockholders following discussions and arms-length negotiations with the Representatives and the Company and the Selling Stockholders are capable of evaluating and understanding and understand and accept the terms, risks and conditions of
the transactions contemplated by this Agreement;
(c)
Absence of Obligation to Disclose.
The Company and the Selling Stockholders
have been advised that the Representatives and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Selling Stockholders and that the Representatives have no obligation
to disclose such interests and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and
(d)
Waiver.
The Company and the Selling Stockholders waive, to the fullest extent permitted by law, any claims they may have against
the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Representatives shall have no liability (whether direct or indirect) to the Company or the Selling Stockholders in respect of such a fiduciary
duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.
16.
Applicable Law
. This Agreement shall be governed by, and construed in accordance with, the laws of the State of
New York.
The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in
The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the
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Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has
been brought in an inconvenient forum.
17. Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and the Selling Stockholder, which information may include the
name and address of their respective clients, as well as other information that will allow the underwriters to properly identify their respective clients.
[Signature Pages Follows]
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If the foregoing is in accordance with the Representatives’ understanding of our agreement,
kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Selling Stockholders, the Company and the several Underwriters in accordance with its terms.
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Very truly yours,
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P
ARSLEY
E
NERGY
, I
NC
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By:
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Name:
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Bryan Sheffield
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Title:
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Chief Executive Officer
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Signature Page to Underwriting Agreement
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Very truly yours,
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Bryan Sheffield
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Signature Page to
Underwriting Agreement
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Very truly yours,
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S
HEFFIELD
E
NERGY
M
ANAGEMENT
, LLC
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By:
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Name:
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Title:
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Signature Page to
Underwriting Agreement
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Very truly yours,
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Michael Hinson
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Signature Page to
Underwriting Agreement
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Very truly yours,
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Matt Gallagher
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Signature Page to
Underwriting Agreement
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Very truly yours,
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Paul Treadwell
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Signature Page to
Underwriting Agreement
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Very truly yours,
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Ryan Dalton
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Signature Page to
Underwriting Agreement
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Very truly yours,
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D
IAMOND
K I
NTERESTS
, LP
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By:
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Name:
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Title:
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Signature Page to
Underwriting Agreement
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Very truly yours,
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P
ARSLEY
I
NTERESTS
, LP
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By:
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Name:
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Title:
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Signature Page to
Underwriting Agreement
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Very truly yours,
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O
NE
P
UTT
O
IL
& G
AS
L
TD
.
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By:
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Name:
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Title:
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Signature Page to
Underwriting Agreement
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Very truly yours,
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B
ACK
N
INE
O
IL
& G
AS
L
TD
.
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By:
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Name:
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Title:
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Signature Page to
Underwriting Agreement
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Very truly yours,
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N
INE
I
RON
O
IL
& G
AS
L
TD
.
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By:
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Name:
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Title:
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Signature Page to
Underwriting Agreement
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Very truly yours,
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H
OW
J
AN
P
ROPERTIES
, I
NC
.
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By:
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Name:
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Title:
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Signature Page to
Underwriting Agreement
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Very truly yours,
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David Askew
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Signature Page to
Underwriting Agreement
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Very truly yours,
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NGP X US H
OLDINGS
, L.P.
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By:
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Name:
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Title:
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Signature Page to
Underwriting Agreement
The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above
written.
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C
REDIT
S
UISSE
S
ECURITIES
(USA) LLC
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By:
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Name:
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Title:
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Acting on behalf of itself and as a Representative of the several Underwriters.
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Signature Page to
Underwriting Agreement
The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.
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G
OLDMAN
, S
ACHS
& C
O
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By:
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Name:
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Title:
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Acting on behalf of itself and as a Representative of
the several Underwriters.
Signature Page to
Underwriting Agreement
SCHEDULE A
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Number of
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Firm Securities
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Underwriter
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to be Purchased
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Credit Suisse Securities (USA) LLC
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Goldman, Sachs & Co.
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J.P. Morgan Securities LLC
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Wells Fargo Securities, LLC
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Morgan Stanley & Co. LLC
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Raymond James & Associates, Inc.
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Tudor, Pickering, Holt & Co. Securities, Inc.
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Global Hunter Securities, LLC
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Macquarie Capital (USA) Inc.
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RBC Capital Markets, LLC
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Scotia Capital (USA) Inc.
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Simmons & Company International
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Stephens Inc.
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Total
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SCHEDULE B
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Number of
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Firm Securities
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Selling Stockholder
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to be Sold
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[Bryan Sheffield
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Sheffield Energy Management, LLC
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Michael Hinson
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Matt Gallagher
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Paul Treadwell
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Ryan Dalton
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Diamond K Interests, LP
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Parsley Interests, LP
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One Putt Oil & Gas Ltd.
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Back Nine Oil & Gas Ltd.
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Nine Iron Oil & Gas Ltd.
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HowJan Properties, Inc.
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David Askew
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NGP X US Holdings, L.P.]
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Total
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SCHEDULE C
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1.
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General Use Free Writing Prospectuses (included in the General Disclosure Package)
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“General Use Issuer Free Writing Prospectus” includes each of the following documents:
1. [
—
]
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2.
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Other Information Included in the General Disclosure Package
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The following information
is also included in the General Disclosure Package:
Price per share to the public:
$[
—
]
SCHEDULE D
Jurisdictions
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Entity
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Jurisdiction
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Parsley Energy, Inc.
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Delaware
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Parsley Energy Operations, LLC
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Texas
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Parsley Energy Aviation, LLC
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Texas
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Parsley Energy Management, LLC
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Texas
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Parsley Energy, L.P.
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Texas
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Parsley Finance Corp.
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Delaware
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Spraberry Production Services, LLC
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Texas
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SCHEDULE E
Subsidiaries
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Entity
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Jurisdiction
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Parsley Energy Operations, LLC
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Texas
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Parsley Energy Aviation, LLC
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Texas
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Parsley Energy Management, LLC
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Texas
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Parsley Energy, L.P.
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Texas
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Parsley Finance Corp.
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Delaware
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Spraberry Production Services, LLC
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Texas
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SCHEDULE F
Form of Vinson & Elkins L.L.P. Opinion
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1.
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The Company has been duly incorporated and is validly existing as a corporation, and is in good standing under the laws of the State of Delaware, with the corporate power and authority to own or lease, as the case may
be, and to operate its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus; and is duly qualified to do business as a foreign corporation and is in good standing in
the State of Texas.
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2.
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Parsley Energy, LLC is validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with the limited liability company power and authority to own or lease, as the case
may be, and to operate its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus, and is duly qualified to do business as a foreign limited liability company and is in
good standing in the State of Texas.
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3.
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The Company directly owns such limited liability company interests of Parsley Energy, LLC as are described in the Registration Statement, the General Disclosure Package and the Final Prospectus; such membership
interests have been duly authorized and validly issued in accordance with the Amended and Restated Limited Liability Company Agreement of Parsley Energy, LLC and are fully paid (to the extent required) and non-assessable (except as such
non-assessability may be limited by sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and the Company owns such membership interests free and clear of all liens, encumbrances, equities or claims (“
Liens
”) (other than
Liens arising under or in connection with the Wells Fargo Credit Agreement, as described in the Registration Statement, the General Disclosure Package, and the Final Prospectus) (A) in respect of which a financing statement under the Uniform
Commercial Code of the State of Delaware naming the Company as debtor is on file in the office of the Secretary of State of the State of Delaware as of May [
—
], 2014 or (B) otherwise known to
us, without independent investigation other than those created by or arising under the Delaware LLC Act.
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4.
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Each of Parsley Energy Operations, LLC, Parsley Energy Aviation, LLC, Parsley Energy Management, LLC, Parsley Energy, L.P., Parsley Finance Corp., and Spraberry Production Services, LLC (each, a
“
Subsidiary
”) is validly existing as a limited liability company, limited partnership, or corporation (as applicable) and in good standing under the laws of its jurisdiction of formation; each Subsidiary has the limited liability
company, limited partnership, or corporate (as applicable) power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Registration Statement, the General Disclosure Package,
and the Final Prospectus; each Subsidiary is duly qualified and in good standing as a foreign limited liability company, limited partnership, or corporation (as applicable) in all other jurisdictions in which its ownership or lease, as the case may
be, and operation of its properties and the conduct of its business requires such qualification.
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5.
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The Offered Securities to be issued and sold by the Company to the Underwriters under the Underwriting Agreement have been duly authorized in accordance with the Company’s Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws (together, the “Governing Documents”) and, when issued and delivered by the Company to the Underwriters upon payment therefor in accordance with the Underwriting Agreement, will be validly
issued in accordance with the Governing Documents, free of preemptive rights under federal law, the Delaware General Corporation Law (the “DGCL”) or the Governing Documents, fully paid and non-assessable; the Offered Securities to be sold
by the Selling Stockholders in accordance with the Underwriting Agreement have been duly authorized in accordance with the Governing Documents and validly issued in accordance with the Governing Documents and are free of preemptive rights under
federal law, the DGCL or the Governing Documents, fully paid and non-assessable.
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6.
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Except as set forth in the General Disclosure Package and the Final Prospectus, there are no persons with registration rights or other similar rights described in or created pursuant to any agreement filed as an exhibit
to the Registration Statement to have any securities registered pursuant to the Registration Statement or registered by the Company under the Securities Act or otherwise; and, except as set forth in the General Disclosure Package and the Final
Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding.
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7.
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The execution and delivery of the Underwriting Agreement by the Company does not, and the performance by the Company of its obligations under the Underwriting Agreement, the offering, issuance and sale of the Offered
Securities pursuant to the terms of the Underwriting Agreement and the application of the proceeds from the sale of the Offered Securities as described under “Use of Proceeds” in the Prospectus will not, (a) result in a breach or
default (or an event that, with notice or lapse of time or both, would constitute such an event) under any agreement that is filed as an exhibit to the Registration Statement; (b) violate the provisions of the Governing Documents or the similar
organizational documents of the Company’s subsidiaries; (c) violate any federal, New York or Texas statute, rule or regulation applicable to the Company or the DGCL, the DRULPA, or the Delaware LLC Act, or (d) result in the creation
of any additional lien upon any property or assets of the Company or its subsidiaries under the Wells Fargo Credit Agreement except, with respect to clauses (c) and (d), as would not, individually or in the aggregate, reasonably be expected to
materially impair the ability of the Company and its subsidiaries to consummate the Reorganization Transactions or the transactions contemplated by the Underwriting Agreement in connection with the offering, issuance and sale of the Offered
Securities by the Company (a “Material Adverse Effect”); it being understood that we express no opinion in clause (c) of this paragraph (5) with respect to any federal or state securities, Blue Sky or anti-fraud laws, rules or
regulations.
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8.
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The Underwriting Agreement has been duly authorized, executed and delivered by the Company.
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9.
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The Reorganization Transactions have been duly authorized by the Company and Parsley Energy, LLC (together, the “Company Parties”).
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10.
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Each of the Transaction Documents has been duly authorized, executed and delivered by the Company Parties and constitutes a valid and legally binding agreement of each of the Company Parties, enforceable against the
Company Parties in accordance with its terms, except as enforceability may be limited (A) by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights
generally or by equitable principles (whether considered in a proceeding at law or in equity) relating to enforceability and (B) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good
faith and fair dealing.
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11.
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No consent, approval, authorization or order of, registration or qualification with any federal, Texas or New York court or governmental agency or any Delaware court or governmental agency acting pursuant to the DGCL is
required to be obtained or made by the Company or its subsidiaries for the execution, delivery and performance by the Company of the Underwriting Agreement, the compliance by the Company with the terms thereof and the issuance and sale of the
Offered Securities by the Company being delivered on the date hereof pursuant to the Underwriting Agreement, except (i) as have been obtained or made, (ii) for the registration of the offering and sale of the Offered Securities under the
Securities Act, (iii) for such consents, approvals, authorizations, orders, registrations or qualifications as may be required under applicable federal or state securities or Blue Sky laws and the approval by FINRA of the underwriting terms and
arrangements in connection with the purchase and distribution of the Offered Securities by the Underwriters or (iv) for such consents that, if not obtained, have not or would not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.
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12.
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The Registration Statement has been declared effective under the Act; to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have
been instituted or threatened by the Commission; and any required filing of the Final Prospectus pursuant to Rule 424(b) under the Act has been made in the manner and within the time period required by such rule.
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13.
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The statements set forth in the Final Prospectus under the headings “Business—Regulation of the Oil and Natural Gas Industry,”
“Business—Regulation of Environmental and Occupational Safety and Health Matters,” “Description of Capital Stock,” “Material U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders,” and “Shares
Eligible for Future Sale” and in the Registration Statement in Item 14, to
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the extent that they constitute descriptions or summaries of the terms of the Common Stock or the documents referred to therein, or refer to statements of federal law, the laws of the State of
Delaware or legal conclusions, are accurate in all material respects.
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14.
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None of the Company or its subsidiaries is, and, after giving effect to the offering and sale of the Offered Securities pursuant to the terms of the Underwriting Agreement and application of the net proceeds thereof as
described in the Registration Statement, the General Disclosure Package and the Final Prospectus under the caption “Use of Proceeds,” will be, required to register as an “investment company,” as such term is defined in the
Investment Company Act.
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15.
|
Each of the Registration Statement, at the time it was declared effective, the General Disclosure Package, as of the Applicable Time, and the Final Prospectus, when filed with the Commission pursuant to Rule 424(b)
under the Securities Act and at the Closing Date (in each case other than (a) the financial statements and related schedules, including the notes and schedules thereto and the auditor’s report thereon, (b) the other financial data
derived therefrom and (c) oil and natural gas reserve data or reports, in each case included in or omitted from the Registration Statement, the General Disclosure Package and the Prospectus, as to which we express no opinion), appears on their
face to comply as to form in all material respects with the requirements of the Securities Act.
|
We have participated in
conferences with representatives of the Company and with representatives of its independent accountants and counsel for the Underwriters, at which conferences the contents of the Registration Statement, the General Disclosure Package and the Final
Prospectus and any amendment and supplement thereto and related matters were discussed. Although we have not undertaken to determine independently, and do not assume any responsibility for, or express opinion regarding (other than listed in
paragraph 11 above), the accuracy, completeness or fairness of the statements contained in the Registration Statement, the General Disclosure Package or the Prospectus, based upon the participation described above (relying as to factual matters upon
statements of fact made to us by representatives of the Company), nothing has come to our attention to cause us to believe that:
(a) the
Registration Statement, at the time it was declared effective (including the information, if any, deemed pursuant to Rule 430A to be part of the Registration Statement at the time of effectiveness), contained an untrue statement of a material fact
or omitted to state a material fact necessary in order to make the statements therein not misleading;
(b) the General Disclosure Package,
as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or
(c) the Final Prospectus, as of its date and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or
omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
except that in each case such counsel need not express any belief with respect to (i) the financial statements and related schedules, including the notes
and schedules thereto and the auditor’s report thereon, (ii) any other financial or accounting information; or (iii) any oil and natural gas reserve data or reports, in each case included in or omitted from the Registration Statement,
the General Disclosure Package and the Prospectus.
SCHEDULE G
Form of Opinion of General Counsel of the Company
|
1.
|
All of the issued and outstanding limited liability company or limited partnership interests, as the case may be, of each of the Company’s subsidiary have been duly authorized and issued in accordance with the
limited liability company agreement or limited partnership agreement, as the case may be, of such subsidiary and are fully paid (to the extent required under such subsidiary’s limited liability company agreement) and non-assessable (except as
such non-assessability may be affected by Sections 153.102, 153.103, 153.202 and 153.210 of the Texas Business Organizations Code (the “TBOC”), in the case of a Texas limited partnership, and Section 101.206 of the TBOC, in the case
of a Texas limited liability company) and are owned directly or indirectly by the Company, free and clear of all material liens, encumbrances or claims, except (A) as provided in the Wells Fargo Credit Agreement and (B) as described in the
General Disclosure Package and the Final Prospectus.
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2.
|
To the knowledge of such counsel, there are no legal or governmental proceedings required to be described in a Registration Statement, the General Disclosure Package or the Final Prospectus under the Securities Act and
the Rules and Regulations which are not described as required, or any contracts required to be described in the Registration Statement, the General Disclosure Package or the Final Prospectus or to be filed as exhibits to the Registration Statement,
in each case under the Securities Act and the Rules and Regulations, which are not described and filed as required.
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SCHEDULE H
Form of Counsel for Selling Stockholder Opinion
|
1.
|
Each Selling Stockholder that is not a natural person is validly existing as an entity under the laws of its state of organization.
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|
2.
|
Upon (a) payment for the Offered Securities to be sold by the Selling Stockholders pursuant to the Underwriting Agreement, (b) delivery of such Offered Securities (within the meaning of Section 8-301 of
the of the New York Uniform Commercial Code (the “UCC”)), as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”),
(c) registration of such Offered Securities in the name of DTC, Cede or such other nominee and (d) appropriate crediting (by book entry) of such Offered Securities on the books of DTC to securities accounts (within the meaning of
Section 8-501 of the UCC) of the Underwriters maintained by the Underwriters with DTC (assuming that neither DTC nor any such Underwriter has notice of any adverse claim within the meaning of Section 8-105 of the UCC to such Offered
Securities), (1) under Section 8-501 of the UCC, each Underwriter will acquire a valid security entitlement (within the meaning of Section 8-102 of the UCC) in respect of the Offered Securities purchased by such Underwriter and
(2) no action based on any “adverse claim” (within the meaning of Section 8-502 of the UCC), whether framed in conversion, replevin, constructive trust, equitable lien or other theory, to such Offered Securities may be asserted
against such Underwriter, as the holder of such security entitlement with respect to such Offered Securities. In giving this opinion, we have assumed that when such payment, delivery and crediting occur, (w) such Offered Securities will have
been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (x) DTC will be registered as a
“clearing corporation” within the meaning of Section 8-102 of the UCC and the State of New York is the “securities intermediaries’ jurisdiction” of DTC for purposes of Section 8-110 of the UCC, (y) appropriate
book entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, and (z) no rule adopted by DTC (in its capacity as a clearing corporation) governing the rights and obligations among DTC
and its participants conflicts (within the meaning of Section 8-111 of the UCC) with the provisions of Article 8 of the UCC that apply to any of the transactions described in this paragraph.
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3.
|
No consent, approval, authorization or order of, or registration or qualification with, any federal, Texas or New York court or governmental agency or any Delaware court acting pursuant to the Delaware General
Corporation Law or the Delaware Limited Liability Company Act is required to be obtained or made by any Selling Stockholder for the sale of the Offered Securities by the Selling Stockholder pursuant to the Underwriting Agreement, except (i) as
have been obtained and made, (ii) for the registration of the offering and sale of the Offered Securities under the Securities Act, (iii) for such consents, approvals, authorizations, orders, registrations or qualifications as may be
required under applicable federal or state securities or Blue Sky laws and the approval by FINRA of the underwriting terms and arrangements in connection with the purchase and distribution of the Offered Securities by the Underwriters, or
(iv) for such consents that, if not obtained, have not or would not, in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Selling Stockholder to consummate the sale of the Offered Securities.
|
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4.
|
The execution and delivery of the Underwriting Agreement by the Selling Stockholders do not, and the performance by the Selling Stockholders of their
respective obligations under the Underwriting Agreement, and the sale of the Offered Securities by the Selling Stockholders pursuant to the terms of the Underwriting Agreement will not, (a) result in a breach or default (or an event that, with
notice or lapse of time or both, would constitute such an event) under any agreement that is filed as an exhibit to the Registration Statement, (b) violate the provisions of the charter or by-laws (or similar organizational documents) of a
Selling Stockholder, if such Selling Stockholder is not a natural person, or (c) violate any federal, New York or Texas statute, rule or regulation applicable to a Selling Stockholder, the Delaware General Corporation Law, the Delaware Revised
Uniform Limited Partnership Act, or the Delaware Limited Liability Company Act, except, with respect to clauses (a) and (c), as would not, individually or in the aggregate, materially impair the ability of a Selling Stockholder to consummate
the transaction contemplated by the Underwriting Agreement in connection with the offering and sale of the Offered
|
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Securities to be sold by the Selling Stockholder; with respect to clause (b) above, we express no opinion as to the application of any federal or state securities or Blue Sky laws or federal
or state antifraud laws, rules or regulations.
|
|
5.
|
Each of the Underwriting Agreement, the Custody Agreement and the Power of Attorney have been duly executed and delivered by each Selling Stockholder.
|
|
6.
|
Each Selling Stockholder that is not a natural person has full right, power and authority, corporate or otherwise, to enter into the Custody Agreement and the Power of Attorney.
|
SCHEDULE H
Parties Signing Lock-Up Agreement
Exhibit A
Form of Press Release
Parsley Energy,
Inc.
[Date]
Parsley Energy, Inc. (“Company”)
announced today that Credit Suisse Securities (USA) LLC, a lead book-running managers in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction
with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on
, 20 , and the shares may be sold on or after such date.
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such
securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
Exhibit B
Form of Lock-Up Letter
Parsley Energy,
Inc.
500 W. Texas Ave., Tower I, Suite 200
Midland, Texas
79701
Credit Suisse Securities (USA) LLC
As a
representative of the Several Underwriters,
Eleven Madison Avenue,
New York, New York 10010-3629
Dear Sirs:
As an inducement to the Underwriters to execute the Underwriting Agreement (the “
Underwriting Agreement
”), pursuant to which
an offering will be made that is intended to result in the establishment of a public market for the Class A common stock, par value $0.01 per share (the “
Securities
”), of Parsley Energy, Inc., and any successor (by merger or
otherwise) thereto, (the “
Company
”), the undersigned hereby agrees that during the period specified in the following paragraph (the “
Lock-Up Period
”), the undersigned will not offer, sell, contract to sell, pledge
or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other
arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or
otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities
(USA) LLC (“
Credit Suisse
”);
provided that
notwithstanding anything else to the contrary in this Lock-Up Agreement, the undersigned may, upon the terms and subject to the conditions of the Underwriting Agreement, sell to the
Underwriters such amount of Securities as is set forth next to the name of the undersigned in Schedule B to the Underwriting Agreement. In addition, the undersigned agrees that, without the prior written consent of Credit Suisse, it will not, during
the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities.
The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue and include the date 180 days after the public offering
date set forth on the final prospectus used to sell the Securities (the “
Public Offering Date
”) pursuant to the Underwriting Agreement.
Any Securities received upon exercise of options or other securities of the Company granted to the undersigned and any Securities acquired by
the undersigned in the open market will also be subject to this Lock-Up Agreement. Additionally, the restrictions in this Lock-Up Agreement shall not apply to (a) any transactions relating to Securities acquired in the open market after the
closing of the offering, provided that with respect to any sale or other disposition of such Securities, no filing under the Securities Exchange Act of 1934 (the “
Exchange Act
”) (other than on Form 5) or other public announcement
shall be required or shall be voluntarily made by any party in connection with subsequent sales of such Securities acquired in such open market transactions during the Lock-Up Period, (b) any exercise of options or vesting or exercise of any
other equity-based award, in each case, outstanding on the Public Offering Date, and in each case under the Company’s equity incentive plan or any other plan or agreement described in the prospectus included in the Registration Statement,
provided that any Securities received upon such exercise or vesting will also be subject to this Lock-Up Agreement, (c) transfers as a bona fide gift or gifts, (d) transfers to a family member, trust, family limited partnership or family
limited liability company for the direct or indirect benefit of the
undersigned or his or her family members, (e) transfers by testate or intestate succession, provided that in each transfer pursuant to clauses (c)-(e) the transferee agrees to be bound
in writing by the terms of this Lock-Up Agreement prior to such transfer, such transfer shall not involve a disposition for value and no filing or public announcement by any party (donor, donee, transferor or transferee) under the Exchange Act or
otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5), or (f) the establishment of any written contract, instruction or plan that satisfies all of the requirements of Rule
10b5-1 (a “
Rule 10b5-1 Plan
”) under the Exchange Act; provided, however, that no sales of Securities or securities convertible into, or exchangeable or exercisable for, Securities, shall be made pursuant to a Rule 10b5-1 Plan prior
to the expiration of the Lock-Up Period (as the same may be extended pursuant to the provisions hereof); and provided further, that no party is required to publicly announce, file, or report the establishment of such Rule 10b5-1 Plan in any public
report, announcement, or filing with the Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public report, announcement, or filing regarding such Rule 10b5-1 Plan.
In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of
shares of Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement.
If the undersigned is an officer
or director of the Company, (i) Credit Suisse agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Securities, Credit Suisse will notify the
Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective
date of the release or waiver. Any release or waiver granted by Credit Suisse hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will
not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Lock-Up Agreement to the extent and for the
duration that such terms remain in effect at the time of the transfer.
This Lock-Up Agreement shall be binding on the undersigned and the
successors, heirs, personal representatives and assigns of the undersigned.
It is understood that if the Underwriting Agreement is
executed yet terminates (other than the provisions thereof that survive termination) prior to payment for and delivery of the Offered Securities, the undersigned shall be released from all obligations under this Lock-Up Agreement. Further, this
Lock-Up Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before November 31, 2014.
This agreement shall be governed by, and construed in accordance with, the laws of the State of New
York.
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Very truly yours,
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[
Name of officer, director or stockholder
]
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Exhibit 10.2
Execution Version
$200,000,000
AMENDED
AND RESTATED CREDIT AGREEMENT
among
PARSLEY ENERGY, L.P.,
as Borrower,
PARSLEY
ENERGY MANAGEMENT, LLC,
as General Partner,
PARSLEY ENERGY, LLC,
as Holdings,
The
Several Lenders
from Time to Time Parties Hereto,
and
CHAMBERS ENERGY
MANAGEMENT, LP,
as Agent
Dated as of October 21, 2013
TABLE OF CONTENTS
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Page
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ARTICLE I DEFINITIONS
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1
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1.1
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Defined Terms
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1
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1.2
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Other Definitional Provisions
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20
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1.3
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Computation of Time Periods
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21
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ARTICLE II AMOUNT AND TERMS OF COMMITMENTS
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21
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2.1
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Loans and Commitments
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21
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2.2
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Procedures for Borrowing
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22
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2.3
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Maturity Date
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22
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2.4
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Repayment of Loans; Evidence of Debt
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22
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2.5
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Fees
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23
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2.6
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Optional Prepayments
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23
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2.7
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Mandatory Prepayments
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24
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2.8
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Interest Rates, Payment Dates and Computation of Interest and Fees
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25
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2.9
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Application of Payments; Place of Payments
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26
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2.10
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Requirements of Law
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27
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2.11
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Taxes
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28
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2.12
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Indemnity
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30
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2.13
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Change of Lending Office
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30
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2.14
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Defaulting Lenders
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30
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2.15
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Replacement of Lenders under Certain Circumstances
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31
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ARTICLE III REPRESENTATIONS AND WARRANTIES
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32
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3.1
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Financial Condition
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32
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3.2
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No Change
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32
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3.3
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Corporate Existence; Compliance with Law
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32
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3.4
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Entity Power; Authorization; Enforceable Obligations
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33
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3.5
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No Legal Bar
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33
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3.6
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Existing Indebtedness
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34
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3.7
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No Material Litigation
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34
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3.8
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No Default
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34
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3.9
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Ownership of Property
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34
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3.10
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Insurance
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35
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3.11
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Intellectual Property
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35
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3.12
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Taxes
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35
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3.13
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Federal Regulations
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36
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3.14
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Labor Matters
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36
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3.15
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ERISA Plans
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36
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3.16
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Regulations
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36
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3.17
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Capital Stock; Subsidiaries
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37
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3.18
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Use of Proceeds
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37
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3.19
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Environmental Matters
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38
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3.20
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Accuracy of Information, etc.
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38
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3.21
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Security Documents
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39
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3.22
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Solvency
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39
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3.23
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Gas Imbalances
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40
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3.24
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Hedging Agreements
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40
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i
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3.25
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Reserve Reports
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40
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3.26
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Sale of Production
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40
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3.27
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Contingent Obligations
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40
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3.28
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Bank Accounts
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40
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3.29
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Access Agreement
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41
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3.30
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Material Contracts
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41
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3.31
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No Burdensome Restrictions
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41
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ARTICLE IV CONDITIONS PRECEDENT
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41
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4.1
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Conditions to Closing Date
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41
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4.2
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Conditions to the Funding Date
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45
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4.3
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Conditions to each Tranche A Loan after the Funding Date
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45
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4.4
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Conditions Deemed Fulfilled
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46
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ARTICLE V AFFIRMATIVE COVENANTS
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46
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5.1
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Financial Statements
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46
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5.2
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Collateral Reporting
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47
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5.3
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Certificates; Other Information
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49
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5.4
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Payment of Obligations
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50
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5.5
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Maintenance of Existence; Compliance with Obligations, Requirements, etc
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50
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5.6
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Operation and Maintenance of Property
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51
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5.7
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Insurance
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51
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5.8
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Inspection of Property; Books and Records; Discussions
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52
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5.9
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Notices
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52
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5.10
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Environmental Laws
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53
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5.11
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Commodity Price Protection
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53
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5.12
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Collateral Matters
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54
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5.13
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Title Matters
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55
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5.14
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Use of Proceeds
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55
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5.15
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Accounts
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56
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5.16
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Patriot Act Compliance
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56
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5.17
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Further Assurances
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56
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ARTICLE VI NEGATIVE COVENANTS
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56
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6.1
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Financial Condition Covenants
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56
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6.2
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Indebtedness
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57
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6.3
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Liens
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58
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6.4
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Fundamental Changes
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60
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6.5
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Disposition of Property
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60
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6.6
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Restricted Payments
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61
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6.7
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Investments
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61
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6.8
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Transactions with Affiliates
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62
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6.9
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Sales and Leasebacks
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62
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6.10
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Changes in Fiscal Periods
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62
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6.11
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Negative Pledge Clauses
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62
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6.12
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Restrictions on Subsidiary Distributions
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62
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6.13
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Lines of Business
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62
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6.14
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ERISA Plans
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63
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6.15
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Activities of Holdings and the General Partner
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63
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6.16
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Hedging Agreements
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63
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6.17
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New Subsidiaries
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63
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ii
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6.18
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Use of Proceeds
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63
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6.19
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Pooling and Unitization
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63
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6.20
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New Bank Accounts
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63
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6.21
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Title Opinions; Drilling
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64
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6.22
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Gas Imbalances, Take-or-Pay or Other Prepayments
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64
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6.23
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Amendments to Certain Documents and Agreements
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64
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ARTICLE VII EVENTS OF DEFAULT
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64
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7.1
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Events of Default
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64
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7.2
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Remedies
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66
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ARTICLE VIII THE AGENT
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66
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8.1
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Appointment
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66
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8.2
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Delegation of Duties
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67
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8.3
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Exculpatory Provisions
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67
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8.4
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Reliance by Agent
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67
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8.5
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Notice of Default
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67
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8.6
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Non Reliance on Agent and Other Lenders
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68
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8.7
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Indemnification
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68
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8.8
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Agent in its Individual Capacity
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69
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8.9
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Successor Agent
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69
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8.10
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Collateral Matters
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69
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8.11
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Withholding Tax
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70
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ARTICLE IX MISCELLANEOUS
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70
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9.1
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Amendments and Waivers
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70
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9.2
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Notices
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71
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9.3
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No Waiver; Cumulative Remedies
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72
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9.4
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Survival of Representations and Warranties
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72
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9.5
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Payment of Expenses
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72
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9.6
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Indemnification; Waiver
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73
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9.7
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Successors and Assigns; Participations and Assignments
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74
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9.8
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Adjustments; Set off
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77
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9.9
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Counterparts
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78
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9.10
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Severability
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78
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9.11
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Integration; Construction
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78
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9.12
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GOVERNING LAW
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78
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9.13
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Submission To Jurisdiction; Waivers
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78
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9.14
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Acknowledgments
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79
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9.15
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Confidentiality
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79
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9.16
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Release of Collateral and Guarantee Obligations
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80
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9.17
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Interest Rate Limitation
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80
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9.18
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Accounting Changes
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81
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9.19
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WAIVERS OF JURY TRIAL
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81
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9.20
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Customer Identification – USA PATRIOT Act Notice
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82
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9.21
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Creditor-Debtor Relationship
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82
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9.22
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Intercreditor Agreement
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82
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9.23
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Amendment and Restatement
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82
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iii
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SCHEDULES:
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1.1(a)
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Commitments
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1.1(b)
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Mortgaged Properties
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3.1(c)
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Guarantee Obligations
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3.4
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Consents, Authorizations, Filings and Notices
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3.7
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Litigation
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3.15
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ERISA Plans
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3.17
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Capital Stock Ownership
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3.19
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Environmental Matters
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3.21(a)-1
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Security Agreement UCC Filing Jurisdictions
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3.21(a)-2
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UCC Financing Statements to Remain on File
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3.21(a)-3
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UCC Financing Statements to be Terminated
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3.21(b)
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Mortgage Filing Jurisdictions
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3.24
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Hedging Agreements
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3.26
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Sale of Production
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3.28
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Bank Accounts
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3.30
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Material Contracts
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3.31
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Burdensome Restrictions
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6.3(g)
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Existing Liens
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EXHIBITS:
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A
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Form of Borrowing Notice
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B
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Form of Compliance Certificate
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C
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[Reserved]
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D
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Form of Guarantee and Security Agreement
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E
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Form of Intercreditor Agreement
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F
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Form of Mortgage
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G
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[Reserved]
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H
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Form of Solvency Certificate
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I
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Form of Note
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J
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Form of Exemption Certificate
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K
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Form of Assignment and Acceptance
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iv
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 21, 2013, is by and among
PARSLEY ENERGY, L.P., a Texas limited partnership (“
Borrower
”), PARSLEY ENERGY MANAGEMENT, LLC, a Texas limited liability company (“
General Partner
”), PARSLEY ENERGY, LLC, a Delaware limited liability
company (“
Holdings
”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “
Lenders
”) and CHAMBERS ENERGY MANAGEMENT, LP, as administrative
agent (in such capacity, “
Agent
”).
W I T N E S S E T H:
WHEREAS, Borrower, Agent and the Lenders party thereto entered into that certain Credit Agreement dated as of November 20, 2012, as
amended by the First Amendment and Waiver to Credit Agreement dated as of June 10, 2013 and that certain Second Amendment and Waiver to Credit Agreement dated as of September 10, 2013 (as so amended, the “
Existing Credit
Agreement
”) pursuant to which the Lenders provided certain term loans to Borrower;
WHEREAS, Borrower has requested that the
Lenders and Agent amend and restate the Existing Credit Agreement and that the Lenders provide certain additional term loans to Borrower; and
WHEREAS, the Lenders and Agent have agreed to amend and restate the Existing Credit Agreement and to make such additional term loans subject
to the terms and on the conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the agreements
hereinafter set forth, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1
Defined Terms
. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.
Acceptable Security Interest
: in any Property, a Lien which (a) exists in favor of Agent for the benefit of the Secured
Parties, (b) is superior to all Liens or rights of any other Person in the Property encumbered thereby (other than Permitted Liens), (c) secures the Obligations, and (d) is perfected and enforceable.
Access Agreement
: an access agreement executed and delivered by each Person on whose premises any Loan Party maintains any
Collateral and such Loan Party in favor of Agent, in a form and substance satisfactory to Agent.
Accounting Change
:
as defined in Section 9.18.
Additional Tranche A Loans
: as defined in Section 2.1(b).
Affiliate
: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under
common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of
directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. Notwithstanding the foregoing, no Lender shall be deemed to
be an Affiliate of the Loan Parties.
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Agent
: as defined in the preamble hereto.
Aggregate Exposure
: with respect to any Lender at any time, an amount equal to the sum of (a) (i) at any time prior to
the Commitment Expiration Date, the sum of the aggregate then unpaid principal amount of such Lender’s Tranche A Loans
plus
such Lender’s Tranche A Commitment at such time, and (ii) thereafter, the aggregate unpaid principal
amount of such Lender’s Tranche A Loans,
plus
(b) (i) until the funding of the Tranche B Loans on the Funding Date, such Lender’s Tranche B Commitment at such time, and (ii) thereafter, the aggregate then unpaid
principal amount of such Lender’s Tranche B Loans.
Aggregate Exposure Percentage
: with respect to any Lender at any
time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the sum of the Aggregate Exposures of all Lenders at such time.
Aggregate Tranche A Exposure Percentage
: with respect to any Tranche A Lender at any time, the ratio (expressed as a percentage)
of such Tranche A Lender’s Tranche A Commitment at such time to the sum of the aggregate Tranche A Commitments of all Tranche A Lenders at such time.
Aggregate Tranche B Exposure Percentage
: with respect to any Tranche B Lender at any time, the ratio (expressed as a percentage)
of such Tranche B Lender’s Tranche B Commitment at such time to the sum of the aggregate Tranche B Commitments of all Tranche B Lenders at such time.
Agreement
: this Amended and Restated Credit Agreement, as amended, restated, replaced, supplemented or otherwise modified from
time to time.
Applicable Premium
: as defined in Section 2.6(a).
Approved Counterparty
: any counterparty to a Hedging Agreement with a Loan Party that is acceptable to the Agent as evidenced by
its written consent.
Assignee
: as defined in Section 9.7(c).
Assignment and Acceptance
: as defined in Section 9.7(c).
Assignor
: as defined in Section 9.7(c).
Benefitted Lender
: as defined in Section 9.8(a).
Board
: the Board of Governors of the Federal Reserve System of the United States (or any successor).
Borrower
: as defined in the preamble hereto.
Borrowing Date
: the Funding Date and any Business Day specified by Borrower as a date on which Borrower requests the relevant
Lenders to make Loans hereunder.
Borrowing Notice
: with respect to any request for borrowing of Loans hereunder, a notice
from Borrower, substantially in the form of, and containing the information prescribed by,
Exhibit A
, delivered to Agent.
Business Day
: a day other than a Saturday, Sunday or other day on which commercial banks in New York City, New York, or Houston,
Texas are authorized or required by law to close.
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Capital Expenditures
: for any period, with respect to any Person, the aggregate of
all expenditures by such Person and its Subsidiaries during such period which are required to be capitalized on a balance sheet of such Person under the GAAP.
Capital Lease
: any lease of a Person with respect to (or other arrangement conveying to a Person the right to use) any Property
or a combination thereof, the obligations under which are required to be classified and accounted for as a capital lease on a balance sheet of such Person under the GAAP.
Capital Lease Obligations
: with respect to any Person, the obligations of such Person to pay rent or other amounts under any
Capital Lease and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.
Capital Stock
: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent membership, partnership or other ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.
Cash Equivalents
: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States
government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, Eurodollar time deposits or
overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof having combined capital and
surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-2 by S&P or P-2 by Moody’s, or carrying an equivalent rating by a “nationally recognized statistical rating organization” (within the
meaning of proposed Rule 3b-10 promulgated by the SEC under the Exchange Act), if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition;
(d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the
United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority
of any such state, commonwealth or territory, the securities of which state, commonwealth, territory, political subdivision or taxing authority (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with
maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; and (g) shares of money market
mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.
Cash Interest
: as defined in Section 2.8(d).
Cash Interest Margin
: (a) with respect to Tranche A Loans, 10.0% per annum and (b) with respect to Tranche B
Loans, 11.0% per annum.
Cash Interest Rate
: a rate per annum equal to LIBOR plus the Cash Interest Margin.
Casualty Recovery Event
: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation
proceeding (or proceeding in lieu thereof) relating to any asset of any Loan Party.
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Change of Control
: the occurrence of any of the following events: (a) prior to
the occurrence of an IPO, (i) Holdings shall cease to own and control, of record and beneficially, directly, 100% of the Capital Stock of the General Partner and Operations; (ii) Holdings and General Partner shall cease to own and control,
of record and beneficially, directly, 100% of the Capital Stock of Borrower; (iii) Sheffield and his controlled entity Sheffield Energy Management, LLC shall cease to own and control, of record and beneficially, directly, not less than a
majority (on a fully diluted basis) of the voting Capital Stock of Holdings free and clear of all Liens (except Permitted Liens); (iv) Sheffield shall cease to be Chief Executive Officer and President of the General Partner and Holdings;
(v) Operations shall cease to own and control, of record and beneficially, directly or indirectly, 100% of each class of outstanding Capital Stock of each Subsidiary of Operations; or (vi) Borrower shall cease to own and control, of record
and beneficially, directly or indirectly, 100% of each class of outstanding Capital Stock of each Subsidiary Guarantor or other Subsidiary of Borrower, in each case free and clear of all Liens (except Permitted Liens);
provided
that, in any
case, in the event of a Change of Control due to the death or permanent disability of Sheffield, the Lenders shall not pursue any remedies under this Agreement and a Change of Control shall not be deemed to have occurred if each of the ultimate
successor in ownership to Sheffield and the replacement officer duly appointed by Holdings, the General Partner and/or Borrower are acceptable to the Required Lenders in their reasonable discretion and established on or prior to the date that is 120
days following such death or permanent disability; and (b) after the occurrence of an IPO, (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act
and the rules of the SEC thereunder as in effect on the date hereof) other than Sheffield and his controlled entity Sheffield Energy Management, LLC, of Capital Stock representing more than 30% of the aggregate ordinary voting power represented by
the issued and outstanding Capital Stock of the Borrower; (ii) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (1) nominated by the board of directors of
the Borrower that exists on the date of the IPO nor (2) appointed by directors so nominated; or (iii) the acquisition of direct or indirect control of the Borrower by any Person or group other than Sheffield and his controlled entity
Sheffield Energy Management, LLC.
Notwithstanding the preceding, the contribution or exchange by Sheffield and Sheffield Energy
Management, LLC of Capital Stock in Holdings for share of a corporation formed to hold of record the outstanding Capital Stock of Holdings shall not constitute a Change of Control so long as Sheffield and his controlled entity Sheffield Energy
Management, LLC own and control, of record and beneficially, directly, not less than a majority (on a fully diluted basis) of the voting Capital Stock of such corporation free and clear of all Liens (except Permitted Liens) and such new corporation
owns and controls, of record and beneficially, directly, not less than a majority (on a fully diluted basis) of the voting Capital Stock of Holdings.
Closing Date
: the date on which the conditions precedent set forth in Section 4.1 shall have been satisfied.
Code
: the Internal Revenue Code of 1986, as amended from time to time, the regulations thereunder and publicly available
interpretations thereof.
Collateral
: all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien
is purported to be created by any Security Document.
Commitment
: as to any Lender, such Lender’s aggregate Tranche A
Commitment and Tranche B Commitment.
Commitment Expiration Date
: the first anniversary of the Original Closing Date.
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Compliance Certificate
: a certificate duly executed by a Responsible Officer,
substantially in the form of
Exhibit B
.
Consolidated Cash Interest Coverage Ratio
: for any period, the ratio of
(a) Consolidated EBITDA of the Borrower for such period to (b) Consolidated Cash Interest Expense of the Borrower for such period.
Consolidated Cash Interest Expense
: of any Person for any period, total interest paid in cash, premium payments, fees, charges
and related expense (including that attributable to Capital Lease Obligations) of such Person and its consolidated Subsidiaries for such period with respect to all outstanding Indebtedness of such Person and its consolidated Subsidiaries (including
all commissions, discounts and other fees and charges owed by such Person with respect to letters of credit and bankers’ acceptance financing and net costs of such Person under Hedging Agreements in respect of interest rates to the extent such
net costs are allocable to such period in accordance with GAAP).
Consolidated Current Assets
: at any date, the total
consolidated current assets of Borrower and its Subsidiaries at such date (excluding those assets associated with the mark-to-market value of Hedging Agreements) determined in conformity with GAAP.
Consolidated Current Liabilities
: at any date, all liabilities of Borrower and its Subsidiaries at such date (excluding those
liabilities associated with the mark-to-market value of Hedging Agreements) which should, in conformity with GAAP, be classified as current liabilities on a consolidated balance sheet of Borrower, excluding current maturities of long term
Indebtedness.
Consolidated Current Ratio
: as of any date of determination, the ratio of (a) (i) Consolidated
Current Assets at such date plus (ii) availability under the First Lien Credit Agreement at such date to (b) Consolidated Current Liabilities at such date.
Consolidated EBITDA
: of any Person for any period, Consolidated Net Income of such Person and its Subsidiaries for such period
plus
, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) Consolidated Cash Interest Expense and the interest expense
associated with the PIK Interest of such Person, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness, (c) depreciation and amortization expense,
(d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the
statement of such Consolidated Net Income for such period, losses on sales of assets) and (f) any other non-cash charges, including (in case of clauses (e) and (f)), charges representing (i) accruals of or reserves for cash
expenditures in a future period, (ii) amortization of prepaid items paid in cash in a prior period or (iii) marked-to-market charges under any Hedging Agreements, and
minus
, to the extent included in the statement of such
Consolidated Net Income for such period, the sum of (a) interest income (except to the extent deducted in determining Consolidated Cash Interest Expense or PIK Interest), (b) any extraordinary, unusual or non-recurring income or gains
(including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets) and (c) any other non-cash income, including (in case of clauses (b) and
(c)), marked-to-market gains under any Hedging Agreements, all as determined on a consolidated basis and
minus
, whether or not included in the statement of such Consolidated Net Income for such period, all cash expenditures in such period for
(A) previously accrued or reserved for charges or (B) prepaid items to be amortized in future periods.
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Consolidated Net Income
: of any Person for any period, the consolidated net income
(or loss) of such Person for such period, determined on a consolidated basis in accordance with GAAP;
provided
that in calculating Consolidated Net Income of Borrower for any period, there shall be excluded (a) the income (or deficit) of
any Person accrued prior to the date it becomes a Subsidiary of Borrower or is merged into or consolidated with Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of Borrower) in which
Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Borrower or such Subsidiary in the form of dividends or similar distributions, (c) the undistributed earnings of
any Subsidiary of Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or
Requirement of Law applicable to such Subsidiary, and (d) any one-time increase or decrease to such consolidated net income (or loss) which is required to be recorded because of the adoption of new accounting policies, practices or standards
required by GAAP.
Consolidated Leverage Ratio
: as at the last day of any period of four consecutive fiscal quarters of
Borrower, the ratio of (a) (i) Consolidated Total Debt on such day to (b) Consolidated EBITDA of Borrower for such period.
Consolidated Total Debt
: at any date, the aggregate principal amount of all Indebtedness of Borrower and its Subsidiaries at
such date, determined on a consolidated basis in accordance with GAAP;
provided that
, “Consolidated Total Debt” shall not include Indebtedness arising from trade accounts payable incurred in the ordinary course of business which are
not more than 90 days past the date of invoice or delinquent or are being contested in good faith by appropriate proceedings.
Constituent Documents
: with respect to any Person, (a) the articles or certificate of incorporation, certificate of
formation or partnership, articles of organization, limited liability company agreement or agreement of limited partnership (or the equivalent organizational documents) of such Person, (b) the by-laws (or the equivalent governing documents) of
such Person and (c) any document setting forth the manner of election and duties of the directors or managing members of such Person (if any) and the designation, amount or relative rights, limitations and preferences of any class or series of
such Person’s Capital Stock.
Contingent Obligation
: of a Person, any agreement, undertaking or arrangement by which
such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth
or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including any comfort letter, operating agreement, take or pay contract or the obligations of any such Person
as general partner of a partnership with respect to the liabilities of the partnership.
Contractual Obligation
: with
respect to any Person, any term, condition or provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.
Default
: any of the events specified in Article VII, whether or not any requirement for the giving of notice, the lapse of time,
or both, has been satisfied.
Default Rate
: as defined in Section 2.8(b).
Defaulting Lender
: subject to Section 2.14(b), any Lender that (a) has failed to (i) fund all or any portion of
its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Agent and Borrower in writing that such failure is the result of
6
such Lender’s determination that one or more conditions precedent to funding set forth in Section 4.2 (each of which conditions precedent, together with any applicable default, shall be
specifically identified in such writing) has not been satisfied, or (ii) pay to the Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified Borrower or
the Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder
and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement)
cannot be satisfied), (c) has failed, within three Business Days after written request by the Agent or Borrower, to confirm in writing to the Agent and Borrower that it will comply with its prospective funding obligations hereunder (provided
that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Agent and Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the
subject of a proceeding under any bankruptcy, insolvency, reorganization, moratorium or similar laws, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar
Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a
Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide
such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or
disaffirm any contracts or agreements made with such Lender. Any determination by the Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender
shall be deemed to be a Defaulting Lender (subject to Section 2.14(b)) upon delivery of written notice of such determination to Borrower and each Lender.
Defensible Title
: title that is free from reasonable doubt to the end that a prudent person engaged in the business of
purchasing and owning, developing, and operating producing Oil and Gas Properties in the geographical areas in which they are located, with knowledge of all of the facts and their legal bearing, would be willing to accept the same acting reasonably.
Deposit Account Control Agreement
: a deposit account control agreement executed and delivered among any Loan Party, Agent
and each bank at which such Loan Party maintains, any deposit account, in each case, in such form as may be acceptable to the Agent, in each case, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.
Disposition
: with respect to any Property, any sale, lease, sale and leaseback transaction, assignment, farmout, exchange,
conveyance, transfer or other disposition (including by way of a merger or consolidation) of such Property or any interest therein (excluding the creation of any Permitted Lien on such Property but including the sale or factoring at maturity or
collection of any accounts or permitting or suffering any other Person to acquire any interest (other than a Permitted Lien) in such Property) or the entering into any agreement to do any of the foregoing; and the terms “
Dispose
”
and “
Disposed of
” shall have correlative meanings. Notwithstanding the foregoing and other than with respect to Section 6.5, a “Disposition” does not include the sale of produced Hydrocarbons in the ordinary course of
business on ordinary trade terms.
Disqualified Stock
: as to any Person, any Capital Stock of such Person that by its terms
(or by the terms of any security into which it is convertible or for which it is exchangeable) or otherwise (including upon the occurrence of an event) requires the payment of dividends (other than dividends
7
payable solely in Capital Stock which does not otherwise constitute Disqualified Stock) or matures or is required to be redeemed (pursuant to any sinking fund obligation or otherwise) or is
convertible into or exchangeable for Indebtedness or is redeemable at the option of the holder thereof, in whole or in part, at any time on or prior to the date six months after the Maturity Date.
Dollar-Denominated Production Payments
: production payment obligations recorded as liabilities in accordance with GAAP, together
with all undertakings and obligations in connection therewith.
Dollars
and
$
: lawful currency of the United
States of America.
Environmental Laws
: any and all applicable laws, rules, orders, regulations, statutes, ordinances,
codes, decrees or other legally enforceable requirements (including common law) of any Governmental Authority regulating, relating to or imposing liability or standards of conduct concerning pollution, protection of the environment, natural
resources or of human health, or employee health and safety, as has been, is now, or may at any time hereafter be, in effect, including the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601
et seq.
,
the Hazardous Materials Transportation Act, 49 U.S.C. § 5101
et seq.
, the Resource Conservation and Recovery Act, 42 U.S.C. § 6901
et seq.
, the Clean Water Act, 33 U.S.C. § 1251
et seq.
, the Clean Air Act, 42
U.S.C. § 7401
et seq.
, the Toxic Substances Control Act, 15 U.S.C. § 2601
et seq.
, the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136
et seq.
, the Oil Pollution Act of 1990, 33 U.S.C. §
2701
et seq.
, the Occupational Safety and Health Act, 29 U.S.C. § 651
et seq.
, and the regulations promulgated pursuant thereto, and all analogous state or local statutes and regulations.
Environmental Permits
: any and all permits, licenses, approvals, registrations, notifications, exemptions and other
authorizations required or obtained under any Environmental Law.
Event of Default
: any of the events specified in Article
VII;
provided
that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.
Exchange
Act
: the Securities Exchange Act of 1934, as amended.
Existing Credit Agreement
: as defined in the
preamble hereto.
Existing Tranche A Loans
: as defined in Section 2.1(a).
Federal Funds Effective Rate
: for any day, the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average
of the quotations for the day of such transactions received by Agent from three federal funds brokers of recognized standing selected by Agent.
First Lien Credit Agreement
: that certain Amended and Restated Credit Agreement, dated as of October 21, 2013, among
Borrower, the First Lien Lender and the other financial institutions party thereto as lenders, as such agreement may be amended, restated or otherwise modified from time to time as permitted by this Agreement and the Intercreditor Agreement.
First Lien Lender
: Wells Fargo Bank, National Bank, in its capacity as administrative agent for the lenders under the First Lien
Credit Agreement.
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First Lien Loan Documents
: the First Lien Credit Agreement, each note, guarantee,
security agreement, mortgage, deed of trust, and each certificate, agreement, instrument, waiver, consent or document executed by a Loan Party and delivered to the First Lien Lender or any financial institution party thereto as a lender in
connection with or pursuant to any of the foregoing, in each case, as the same may be amended, supplemented, replaced or otherwise modified from time to time as permitted by this Agreement and the Intercreditor Agreement.
First Lien Obligations
: the “Obligations” as such term will be defined in the First Lien Credit Agreement.
Funding Date
: the date on which each of the conditions set forth in Section 4.2 is either satisfied or waived by the
Lenders.
Funding Office
: the office specified from time to time by Agent as its funding office by notice to Borrower and
the Lenders.
GAAP
: generally accepted accounting principles in the United States of America as in effect from time to time,
applied in a manner consistent with that used in preparation of the Pro Forma Balance Sheet.
Gas Imbalance
: (a) a sale
or utilization by any Loan Party or any Subsidiary of volumes of natural gas in excess of its gross working interest, (b) receipt of volumes of natural gas into a gathering system and redelivery by any Loan Party or any Subsidiary of a larger
or smaller volume of natural gas under the terms of the applicable transportation agreement, or (c) delivery to a gathering system of a volume of natural gas produced by any Loan Party or any Subsidiary that is larger or smaller than the volume
of natural gas such gathering system redelivers for the account of any Loan Party or any Subsidiary, as applicable.
General
Partner
: as defined in the preamble hereto.
Governmental Authority
: any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any province, commonwealth, territory, possession, county, parish, town,
township, village or municipality, whether now existing or hereafter constituted or existing.
Granting Lender
: as defined
in Section 9.7(g).
Guarantee and Security Agreement
: the Amended and Restated Guarantee and Security Agreement
attached hereto as
Exhibit D
, dated as of the Closing Date, executed and delivered by General Partner, Holdings, Borrower and each Subsidiary of Holdings and Agent, as the same may be amended, restated, replaced, supplemented or
otherwise modified from time to time.
Guarantee Obligation
: as to any Person (the “
guaranteeing person
”),
any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit), if to induce the creation of such obligation of such other Person, the guaranteeing person has issued a reimbursement,
counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “
primary obligations
”) of any other third Person (the “
primary
obligor
”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (w) to purchase any such primary obligation or any Property constituting direct or indirect
security therefor, (x) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital
9
of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (y) to purchase Property, securities or services, in each case, primarily for the purpose of
assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (z) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect
thereof;
provided
that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed
to be the lower of (I) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (II) the maximum amount for which such guaranteeing person may be liable pursuant to
the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee
Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by Borrower in good faith.
Guarantor
: each Person who is a party as a “Guarantor” and “Grantor” to the Guarantee and Security
Agreement.
Hedged Prices and Volumes
: prices and volumes of Hydrocarbons in barrels of oil or MMBtu of gas supported by
confirmations from any Approved Counterparty to any Hedging Agreement or otherwise reflected in the most recent report delivered pursuant to Section 5.2(b).
Hedging Agreement
: with respect to any Person, any agreement or arrangement, or any combination thereof, (a) consisting of
interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements entered into by such Person providing for protection against fluctuations in interest rates, currency exchange rates
or the exchange of nominal interest obligations, either generally or under specific contingencies or (b) relating to oil and gas or other hydrocarbon prices, transportation or basis costs or differentials or other similar financial factors,
that is customary in the oil and gas business and is entered into by such Person in the ordinary course of its business for the purpose of limiting or managing risks associated with fluctuations in such prices, costs, differentials or similar
factors.
Highest Lawful Rate
: with respect to each Lender, the maximum nonusurious interest rate, if any, that at any time
or from time to time may be contracted for, taken, reserved, charged or received on the Loans or on other Indebtedness under laws applicable to such Lender which are presently in effect or, to the extent allowed by law, under such applicable laws
which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws allow as of the date hereof.
Holdings
: as defined in the preamble hereto.
Hydrocarbon Interests
: all presently existing or after-acquired rights, titles and interests in and to oil and gas leases, oil,
gas and mineral leases, other Hydrocarbon leases, mineral interests, mineral servitudes, overriding royalty interests, royalty interests, net profits interests, production payment interests and other similar interests. Unless otherwise qualified,
all references to a Hydrocarbon Interest or Hydrocarbon Interests in this Agreement shall refer to a Hydrocarbon Interest or Hydrocarbon Interests of the Loan Parties and their Subsidiaries.
Hydrocarbons
: collectively, oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate and all other
liquid or gaseous hydrocarbons and related minerals and all products therefrom, in each case whether in a natural or a processed state.
10
Indebtedness
: of any Person at any date, without duplication (a) all
indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services, (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar
instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such Property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under
acceptance, letter of credit or similar facilities, (g) all Disqualified Stock of such Person, (h) all obligations of such Person relating to any Production Payment or in respect of production imbalances (but excluding production
imbalances arising in the ordinary course of business), (i) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (h) above; (j) all obligations of the kind referred to
in clauses (a) through (i) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including accounts and contract rights) owned by such Person,
whether or not such Person has assumed or become liable for the payment of such obligation; and (k) all obligations (netted, to the extent provided for therein) of such Person in respect of Hedging Agreements (including obligations and
liabilities arising in connection with or as a result of early or premature termination of a Hedging Agreement, whether or not occurring as a result of a default thereunder). The Indebtedness of a Person shall include the Indebtedness of any other
Person (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms
of such Indebtedness expressly provide that such Person is not liable therefor.
Indemnified Liabilities
: as defined in
Section 9.6.
Indemnitee
: as defined in Section 9.6.
Independent Accountants
: KPMG or any other independent public accountants of recognized national standing.
Instructions Agreement
: as defined in the Guarantee and Security Agreement.
Intellectual Property
: the collective reference to all rights, priorities and privileges relating to intellectual property,
whether arising under United States, state, multinational or foreign laws or otherwise, including, copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, service-marks, technology, know-how and processes, licenses
or rights to use databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information, recipes, formulas, trade secrets and all rights to sue at law or in equity for any infringement or
other impairment thereof, including the right to receive all proceeds and damages therefrom.
Intercreditor Agreement
: that
certain Amended and Restated Intercreditor Agreement, dated as of the Closing Date, between Agent and First Lien Lender and acknowledged by the Loan Parties, in form and substance acceptable to Agent in its sole discretion after consultation with
the Lenders, as the same may be amended, restated, supplemented or otherwise modified from time to time pursuant to the terms hereof and thereof.
Interest Payment Date
: (a) the last day of each month, commencing with the month in which funds are first disbursed,
(b) the Maturity Date and (c) the date of any repayment or prepayment made with respect to any Loan.
Interest
Rate
: (i) the Cash Interest Rate plus (ii) the PIK Interest Rate;
provided
that in no event shall the Interest Rate exceed the Highest Lawful Rate.
11
Investment
: for any Person (a) the acquisition (whether for cash, Property of
such Person, services or securities or otherwise) of Capital Stock, bonds, notes, debentures, debt securities, partnership or other ownership interests or other securities of, or any Property constituting an ongoing business of, or the making of any
capital contribution to, any other Person or any agreement to make any such acquisition or capital contribution, (b) the making of any deposit with, or advance, loan or other extension of credit to, any other Person (including the purchase of
Property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such Person, but excluding any such advance, loan or extension of credit having a term not exceeding 90 days representing the
purchase price of inventory or supplies sold in the ordinary course of business), (c) the entering into of any Guarantee of, or other Contingent Obligation with respect to, Indebtedness or other liability of any other Person, and (d) any
other investment that would be classified as such on a balance sheet of such Person in accordance with GAAP.
IPO
: the first
underwritten registration of any Capital Stock of the Borrower that is filed and declared effective under the Securities Act.
knowledge
: with respect to any Person, the best knowledge (after due and diligent investigation) of such Person.
Lenders
: as defined in the preamble hereto.
LIBOR
: for each calendar quarter, a rate of interest determined by Agent equal to the greater of: (a) 1.00% and
(b) the offered rate for three-month deposits in Dollars that appears on Reuters Screen LIBOR01 (or any successor thereto) as of 11:00 a.m. (London time) on the second full LIBOR Business Day preceding the first day of each calendar quarter
(unless such date is not a Business Day, in which event the next succeeding Business Day will be used).
If such interest rates shall
cease to be available from such service, LIBOR shall be determined from such comparable publicly available financial reporting service for displaying Eurodollar rates as shall be selected by Agent and if such interest rates shall become generally
unavailable, then “LIBOR” shall be deemed to mean the rate of interest per annum equal to the sum of the Federal Funds Effective Rate in effect from time to time
plus
0.50%.
LIBOR Business Day
: a Business Day on which banks in the city of London, England are generally open for dealings in Dollar
deposits in the London interbank market.
Lien
: any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever intended to assure payment or performance of any
Indebtedness or other obligation (including any conditional sale or other title retention agreement, the interest of a lessor under a Capital Lease, any financing lease having substantially the same economic effect as any of the foregoing and the
filing of any financing statement under the UCC or comparable law of any jurisdiction naming the owner of the asset to which such Lien relates as debtor).
Loans
: as defined in Section 2.1(c).
Loan Documents
: this Agreement, the Security Documents, the Intercreditor Agreement, the Notes, and each certificate, agreement,
instrument, waiver, consent or document executed by a Loan Party and delivered to Agent or any Lender in connection with or pursuant to any of the foregoing.
12
Loan Parties
: Holdings, General Partner, Borrower and each Subsidiary Guarantor.
Material Adverse Effect
: a material adverse effect on any of (a) the business, assets, property, condition (financial
or otherwise) or prospects of the Loan Parties taken as a whole, (b) the value of the Collateral (except when such value is affected by then-current market conditions in the oil and gas industry, other than financial and capital markets
conditions), (c) the legality, validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of Agent or the Lenders hereunder or thereunder, (d) the perfection or priority of the Liens granted
pursuant to the Security Documents or (e) the ability of Borrower to repay the Obligations or of the Loan Parties to perform their obligations under the Loan Documents.
Material Contract
: as defined in Section 3.30.
Material Environmental Amount
: an amount or amounts payable or reasonably likely to become payable (and not covered by
insurance) by any Loan Party or any of its Subsidiaries, individually or in the aggregate in excess of $1,000,000, for costs to comply with or any liability under any Environmental Law, failure to obtain or comply with any Environmental Permit,
costs of any investigation, and any remediation, of any Material of Environmental Concern, and any other cost or liability, including compensatory damages (including damages to natural resources), punitive damages, fines, and penalties pursuant to
any Environmental Law.
Materials of Environmental Concern
: any gasoline or petroleum (including crude oil or any fraction
thereof) or petroleum products, polychlorinated biphenyls, natural gas or natural gas products, mercury, hydrogen sulfide, drilling fluids, produced water, asbestos, pollutants, contaminants, radioactivity, and any other substances or forces of any
kind, whether or not any such substance or force is defined as hazardous or toxic under any Environmental Law, that is regulated pursuant to or could give rise to liability under any Environmental Law.
Maturity Date
: as defined in Section 2.3.
Moody’s
: Moody’s Investors Service, Inc., or its successor.
Mortgaged Properties
: the Oil and Gas Properties listed on
Schedule 1.1(b)
, together with any additional Oil and Gas
Properties which any Loan Party or any Subsidiary may hereafter acquire or otherwise own or lease, in each case as to which Agent for the benefit of the Secured Parties shall be granted a Lien pursuant to one or more Mortgages.
Mortgages
: each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, Agent for the
benefit of the Secured Parties, substantially in the form of
Exhibit F
(with such changes thereto as shall be advisable under the law of the jurisdiction in which such mortgage or deed of trust is to be recorded) and in form and substance
acceptable to Agent.
Net Cash Proceeds
: (a) in connection with any Disposition, the proceeds thereof in the form of
cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such
Disposition, net of (i) amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Disposition (other than any Lien pursuant to a Security Document),
(ii) attorneys’ fees, accountants’ fees, investment bank fees and other reasonable and customary fees and expenses actually
13
incurred in connection therewith and (iii) taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax
sharing arrangements); and (b) in connection with any incurrence of Indebtedness for borrowed money, the cash proceeds received from such incurrence, net of attorneys’ fees, accountants’ fees, investment bank fees, underwriting
discounts and commissions and other reasonable and customary fees and expenses actually incurred in connection therewith;
provided
,
however
, that, in each case, evidence of such costs and payments is provided to Agent in form and
substance reasonably satisfactory to it.
Non-Defaulting Lender
: at any time, each Lender that is not a Defaulting Lender at
such time.
Non-Excluded Taxes
: as defined in Section 2.11(a).
Non-U.S. Lender
: as defined in Section 2.11(d).
Notes
: as defined in Section 2.4(e).
Obligations
: the unpaid principal of and interest on (including, interest accruing after the maturity of the Loans and interest
accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such
proceeding) the Loans and all other obligations and liabilities of any Loan Party to Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out
of, or in connection with, this Agreement, any other Loan Document or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, fees, reimbursement obligations, indemnities, costs,
expenses (including, all fees, charges and disbursements of counsel to Agent or to any Lender that are required to be paid by any Loan Party pursuant hereto) or otherwise.
Oil and Gas Properties
: Hydrocarbon Interests; the properties now or hereafter pooled or unitized with Hydrocarbon Interests;
all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including all units created under orders, regulations and rules of any Governmental Authority having jurisdiction) which
may affect all or any portion of the Hydrocarbon Interests; all operating agreements, contracts and other agreements which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or
attributable to such Hydrocarbon Interests; all Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon Interests, the lands covered thereby and all oil in tanks and all rents, issues, profits, proceeds,
products, revenues and other incomes from or attributable to the Hydrocarbon Interests; all tenements, hereditaments, appurtenances and properties in anywise appertaining, belonging, affixed or incidental to the Hydrocarbon Interests, properties,
rights, titles, interests and estates described or referred to above, including any and all Property, real or personal, now owned or hereafter acquired and situated upon, used, held for use or useful in connection with the operating, working or
development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment or other personal property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and
including any and all oil wells, gas wells, injection wells or other wells, buildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures,
valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all
additions, substitutions, replacements, accessions and attachments to any and all of the foregoing. Unless otherwise qualified, all references to an Oil and Gas Property or to Oil and Gas Properties in this Agreement shall refer to an Oil and Gas
Property or Oil and Gas Properties of the Loan Parties and their Subsidiaries.
14
Operations
: Parsley Energy Operations, LLC, a Texas limited liability company.
Original Closing Date
: November 20, 2012.
Other Taxes
: any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.
Participant
: as defined in Section 9.7(b).
Participant Register
: as defined in Section 9.7(b).
Patriot Act
: as defined in Section 9.20.
Payment Office
: the office specified from time to time by Agent as its payment office by notice to Borrower and the Lenders;
provided
all payments becoming due and payable under the Loan Documents or on any Note must be made in New York, New York by wire transfer to a bank and account located in the State of New York specified by Agent. Agent may at any time, by
notice to Borrower, change the place of payment of any such payments so long as such place of payment is in the State of New York.
Permits
: the collective reference to (i) Environmental Permits, and (ii) any and all other franchises, licenses,
leases, permits, approvals, consents, notifications, certifications, registrations, authorizations, exemptions, variances, qualifications, easements and rights of way of any Governmental Authority or third party.
Permitted Indebtedness
: as defined in Section 6.2.
Permitted Liens
: the collective reference to (a) in the case of Collateral other than Pledged Capital Stock, Liens
permitted by Section 6.3 and (b) in the case of Collateral consisting of Pledged Capital Stock, (i) Liens created under the Loan Documents, (ii) Liens created under the First Lien Loan Documents and (iii) non-consensual
Liens permitted by Section 6.3 to the extent arising by operation of law.
Person
: an individual, partnership,
corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.
Petroleum Engineers
: (a) Netherland, Sewell & Associates, Inc., (b) Ryder Scott Company Petroleum
Consultants, L.P. and (c) any other independent petroleum engineer as may be selected by the Borrower with the prior consent of Agent.
PIK Interest
: interest that is added to the outstanding principal balance of the Loans in accordance with Section 2.8(d),
which shall thereafter be deemed principal bearing interest at the PIK Interest Rate.
PIK Interest Rate
: (a) with
respect to Tranche A Loans, 4.0% per annum, and (b) with respect to Tranche B Loans, 0% per annum.
15
PIK Loans
: as defined in Section 2.8(d).
Pledged Capital Stock
: means any Capital Stock in which a Lien or security interest has been granted or intended to be granted
to the Agent, for itself and on behalf of the Secured Parties, pursuant to the Loan Documents.
Prepayment Date
: with
respect to any prepayment pursuant to Sections 2.6 or 2.7, the date of such prepayment.
Production Payment
: collectively,
Dollar-Denominated Production Payments and Volumetric Production Payments.
Pro Forma Balance Sheet
: as defined in
Section 3.1(a).
Projected Production
: the projected production of Hydrocarbons (measured by volume unit or BTU
equivalent, not sales price) from Oil and Gas Properties and interests owned by Borrower and its Subsidiaries which have attributable to them, (a) in the case of Section 5.11, Proved Developed Producing Reserves and (b) in the case of
Section 6.16, Proved Reserves, as such production is projected in the most recent Reserve Report delivered pursuant to this Agreement, after deducting projected production from any Oil and Gas Properties or Hydrocarbon Interests sold or under
contract for sale that had been included in such report and after adding projected production from any Oil and Gas Properties or Hydrocarbon Interests that had not been reflected in such report but that are reflected in a separate or supplemental
report meeting the requirements of Section 5.2(c) and otherwise are satisfactory to Agent.
Projections
: as defined in
Section 5.3(b).
Property
: any right or interest in or to property of any kind whatsoever, whether real, personal or
mixed and whether tangible or intangible. Unless otherwise qualified, all references to Property in this Agreement shall refer to a Property or Properties of Holdings or its Subsidiaries.
Proved Developed Non-Producing Reserves
: those Oil and Gas Properties designated as proved developed non-producing (in
accordance with the Definitions for Oil and Gas Reserves approved by the Board of Directors of the Society of Petroleum Engineers, Inc. from time to time) in the Reserve Report most recently delivered to Agent pursuant to this Agreement.
Proved Developed Producing Reserves
: those Oil and Gas Properties designated as proved developed producing (in accordance with
the Definitions for Oil and Gas Reserves approved by the Board of Directors of the Society of Petroleum Engineers, Inc. from time to time) in the Reserve Report most recently delivered to Agent pursuant to this Agreement.
Proved Reserves
: those Oil and Gas Properties designated as proved (in accordance with the Definitions for Oil and Gas Reserves
approved by the Board of Directors of the Society of Petroleum Engineers, Inc. from time to time) in the Reserve Report most recently delivered to Agent pursuant to this Agreement.
Proved Undeveloped Reserves
: those Oil and Gas Properties designated as proved undeveloped (in accordance with the Definitions
for Oil and Gas Reserves approved by the Board of Directors of the Society of Petroleum Engineers, Inc. from time to time) in the Reserve Report most recently delivered to Agent pursuant to this Agreement.
Purchase Price Refund
: any amount received by any Loan Party after the Closing Date as a result of a purchase price adjustment
or similar event in connection with any acquisition of Property by such Loan Party.
16
PV 10 Value
: with respect to any Proved Reserves, the aggregate net present value
of such Oil and Gas Properties calculated before income taxes, but after reduction for royalties, lease operating expenses, severance and ad valorem taxes, Capital Expenditures and abandonment costs; with no escalation of Capital Expenditures or
abandonment costs; discounted at 10%; using assumptions regarding future prices of Hydrocarbon sales based on Hedged Prices and Volumes and the Reserve Report Price Deck on all unhedged volumes, adjusted for historical price differentials and Btu
and quality adjustments. The PV 10 Value shall be calculated and included as part of each Reserve Report, and such PV 10 Value shall remain in effect until the delivery of the next Reserve Report to be delivered.
Qualified Investment
: expenditures incurred to drill, develop or acquire Oil and Gas Properties or to acquire equipment in each
case, useful in the business of Borrower or any Wholly Owned Subsidiary Guarantor.
Real Property
: the surface, subsurface
and mineral rights and interests owned, leased or otherwise held by any Loan Party or its Subsidiaries.
Register
: as
defined in Section 9.7(d).
Regulation U
: Regulation U of the Board as in effect from time to time.
Reinvestment Deferred Amount
: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Loan Party
in connection therewith that are duly specified in a Reinvestment Notice as not being required to be initially applied to prepay the Loans pursuant to Section 2.7(c) as a result of the delivery of a Reinvestment Notice.
Reinvestment Event
: any Disposition pursuant to Section 6.5(h) in respect of which Borrower has delivered a Reinvestment
Notice.
Reinvestment Notice
: a written notice (a) executed by a Responsible Officer stating that no Default or Event
of Default has occurred and is continuing and stating that Borrower (directly or indirectly through a Wholly Owned Subsidiary Guarantor) intends and expects to use all or a specified portion of the Net Cash Proceeds of a Reinvestment Event specified
in such notice to make a Qualified Investment and (b) which is delivered to the Agent within five Business Days after receipt of such Net Cash Proceeds.
Reinvestment Prepayment Amount
: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto
less
the portion, if any, thereof expended prior to the relevant Reinvestment Prepayment Date to make a Qualified Investment.
Reinvestment Prepayment Date
: with respect to any Reinvestment Event, the earlier of (a) the date occurring six months
after such Reinvestment Event and (b) the date on which Borrower shall have determined not to, or shall have otherwise ceased to, make a Qualified Investment with all or any portion of the relevant Reinvestment Deferred Amount.
Related Fund
: with respect to any Lender, any fund or other entity (including a managed account) that is managed or advised by
the same investment advisor as such Lender, by such Lender or an Affiliate of such Lender.
17
Required Lenders
: at any time, Tranche A Lenders holding at least 66 2/3% in
aggregate principal amount of the Tranche A Loans outstanding at such time.
Requirement of Law
: as to any Person, the
Constituent Documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which
such Person or any of its Property is subject.
Reserve Report
: a report prepared by the Petroleum Engineers, regarding the
Proved Reserves attributable to the Oil and Gas Properties of the Loan Parties, reasonably satisfactory to Agent in both format and content, and otherwise in compliance with Sections 4.1(j), 5.2(c) and 5.2(d), as applicable. Each Reserve Report
shall set forth volumes, projections of the future rate of production, Hydrocarbon prices (which shall be based upon the Reserve Report Price Deck), net proceeds of production, operating expenses and capital expenditures, PV 10 Value, in each case
based upon updated economic assumptions reasonably acceptable to Agent and the Required Lenders.
Reserve Report Price Deck
:
the average relevant current price assumptions contained in the most recent publication of the Macquarie Tristone Quarterly Energy Lender Price Survey or, if such survey is no longer published, a similar survey acceptable to Agent.
Responsible Officer
: as to any Loan Party, the chief executive officer, president or chief financial officer of such Loan Party
(or in the case of a Loan Party that is a partnership of such Loan Party’s general partner), but in any event, with respect to financial matters, the chief financial officer of such Loan Party (or in the case of a Loan Party that is a
partnership of such Loan Party’s general partner). Unless otherwise qualified, all references to a “Responsible Officer” shall refer to a Responsible Officer of Borrower.
Restricted Payments
: as defined in Section 6.6.
S&P
: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or its successor.
Sale and Leaseback Transaction
: any sale or other transfer of Property by any Person with the intent of such Person or an
Affiliate thereof to lease such Property as lessee.
SEC
: the Securities and Exchange Commission (or successor thereto or an
analogous Governmental Authority).
Secured Parties
: collectively, Agent and any Lender.
Securities Act
: the Securities Act of 1933, as amended.
Security Documents
: the collective reference to the Guarantee and Security Agreement, the Mortgages, each Deposit Account
Control Agreement, each Access Agreement, and all other security documents hereafter delivered to Agent granting a Lien on any Property of any Person to secure any of the Obligations.
Sheffield
: Mr. Bryan Sheffield.
Solvency Certificate
: a solvency certificate and analysis by the chief financial officer of Borrower substantially in the form
of
Exhibit H
.
18
Solvent
: with respect to any Person, as of any date of determination, (a) the
amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined
in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required
to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, (d) such Person will be
able to pay its debts as they mature and (e) such Person is not insolvent within the meaning of any applicable Requirement of Law. For purposes of this definition, (i) “
debt
” means liability on a
“
claim
”, and (ii) “
claim
” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent,
matured or unmatured, disputed, undisputed, secured or unsecured.
SPS
: Spraberry Production Services, LLC, a Texas limited
liability company.
SPV
: as defined in Section 9.7(g).
Subsidiary
: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of Capital
Stock having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers (or persons performing similar
functions) of such corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, in each case, directly or indirectly through one or more intermediaries, or both, by
such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Holdings.
Subsidiary Guarantor
: each Subsidiary of Holdings that is a Guarantor.
Tax Affiliate
: with respect to any Person, (a) any Subsidiary of such Person, and (b) any Affiliate of such Person
with which such Person files or is eligible to file consolidated, combined or unitary tax returns.
Tax Return
: as defined
in Section 3.12.
Title Opinion
: a title opinion, in form and substance acceptable to Agent in its sole discretion,
regarding the before payout and after payout ownership interests held by any Loan Party, for all wells located (or to be drilled) on, and otherwise as to the ownership of, such Oil and Gas Property and reflecting that Agent has a legal and valid
perfected Lien (subject only to the Permitted Liens) on such Oil and Gas Property.
Tranche
: Tranche A or Tranche B, as
applicable.
Tranche A Commitment
: as to any Lender, the obligation of such Lender, if any, to make a Tranche A Loan to
Borrower hereunder in a principal amount not to exceed the amount set forth under the heading “Tranche A Commitment” opposite such Lender’s name on
Schedule 1.1(a)
hereto, or, as the case may be, in the Assignment and
Acceptance pursuant to which such Lender became a party hereto, as the same may be reduced pursuant to Section 2.1. The aggregate amount of the Tranche A Commitments as of the Closing Date is $10,000,000.
19
Tranche A Lenders
: any Lender that has an a Tranche A Commitment or that has an
outstanding Tranche A Loan.
Tranche A Loans
: as defined in Section 2.1(b).
Tranche B Commitment
: as to any Lender, the obligation of such Lender, if any, to make a Tranche B Loan to Borrower hereunder in
a principal amount not to exceed the amount set forth under the heading “Tranche B Commitment” opposite such Lender’s name on
Schedule 1.1(a)
hereto. The aggregate amount of the Tranche B Commitments as of the Closing Date is
$125,000,000.
Tranche B Lenders
: any Lender that has a Tranche B Commitment or that has an outstanding Tranche B Loan.
Tranche B Loans
: as defined in Section 2.1(c).
Transactions
: the borrowing of funds hereunder on the Funding Date and application thereof in accordance with this Agreement.
Transferee
: as defined in Section 9.15.
UCC
: the Uniform Commercial Code, as in effect from time to time in the State of New York or other applicable jurisdiction.
Volumetric Production Payment
: production payment obligations recorded as deferred revenue in accordance with GAAP, together
with all undertakings and obligations in connection therewith.
Wholly Owned Subsidiary
: as to any Person, any other Person
all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.
Wholly Owned Subsidiary Guarantor
: any Subsidiary Guarantor that is a Wholly Owned Subsidiary of Borrower.
1.2 Other Definitional Provisions
.
(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan
Documents or any certificate or other document made or delivered pursuant hereto or thereto.
(b) As used herein and in the other Loan
Documents, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to Borrower and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the
extent not defined, shall have the respective meanings given to them under GAAP;
provided
that for purposes of Section 6.1, any non-cash items arising under FAS 133, 142, 143 or 144 shall be excluded from the relevant calculation.
(c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.
20
(d) The meanings given to terms defined herein shall be equally applicable to both the singular
and plural forms of such terms.
(e) All calculations of financial ratios set forth in Section 6.1 shall be calculated to the same
number of decimal places as the relevant ratios are expressed in and shall be rounded upward if the number in the decimal place immediately following the last calculated decimal place is five or greater. For example, if the relevant ratio is to be
calculated to the hundredth decimal place and the calculation of the ratio is 5.126, the ratio will be rounded up to 5.13.
(f) References
in this Agreement to any statute shall be to such statute as amended or modified and in effect at the time any such reference is operative.
(g) The term “including” when used in any Loan Document means “including without limitation” except when used in the
computation of time periods.
(h) The term “or” has, except where otherwise indicated, the inclusive meaning represented by the
phrase “and/or”.
(i) The terms “Lender” and “Agent” include their respective successors.
(j) The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, Capital Stock, securities (as such term is defined in the Securities Act), revenues, accounts, leasehold interests and contract rights.
(k) Each reference to “Loan Party” in Article III shall include any Subsidiary of Holdings that is or, pursuant to Section 5.12
or Section 6.17, is required to be a Guarantor.
1.3 Computation of Time Periods
. In this Agreement, in the computation of
periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word
“through” means “to and including.”
ARTICLE II
AMOUNT AND TERMS OF COMMITMENTS
2.1 Loans and Commitments
.
(a) The Loan Parties acknowledge and agree that pursuant to the Existing Credit Agreement, the Tranche A Lenders made certain term loans prior
to the Closing Date to Borrower in an aggregate principal amount equal to $67,164,710.50 and that the outstanding term loans are to remain outstanding as of the date of this Agreement (such loans hereafter referred to as “
Existing Tranche
A Loans
”).
(b) Subject to the terms and conditions hereof, each of the Tranche A Lenders severally agrees to make a term
loan to Borrower, at any time or from time to time during the period from the Funding Date to the Commitment Expiration Date, in an aggregate principal amount not to exceed such Lender’s Tranche A Commitment at such time (collectively,
“
Additional Tranche A Loans
”; and together with the Existing Tranche A Loans, the “
Tranche A Loans
”).
(c) Subject to the terms and conditions hereof, each of the Tranche B Lenders severally agrees to make a term loan to Borrower, on the Funding
Date, in an aggregate principal amount not to exceed such Lender’s Tranche B Commitment at such time (collectively, “
Tranche B Loans
”; and together with the Tranche A Loans, the “
Loans
”).
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(d) The borrowing by Borrower from the Tranche A Lenders hereunder shall be made
pro rata
according to the Aggregate Tranche A Exposure Percentages of the Tranche A Lenders, and the borrowing by Borrower from the Tranche B Lenders hereunder shall be made
pro rata
according to the Aggregate Tranche B Exposure Percentages of the
Tranche B Lenders.
(e) Once borrowed or repaid, the Loans may not be reborrowed, and any Commitment, once terminated or reduced, may not
be reinstated. Each Tranche B Lender’s Tranche B Commitment shall automatically and without notice be reduced to zero immediately after the funding of the Tranche B Loans on the Funding Date. Each Tranche A Lender’s Tranche A Commitment
shall be reduced immediately after the funding of any Tranche A Loan by the principal amount of the Tranche A Loan then funded, and the remaining Tranche A Commitments, if any, shall automatically and without notice be reduced to zero at the closing
of business on the day next preceding the Commitment Expiration Date.
2.2 Procedures for Borrowing
. Borrower shall deliver to
Agent a Borrowing Notice (which Borrowing Notice must be received by Agent prior to 12:00 P.M., New York City time, (a) in the case of the Tranche B Loans, three Business Days prior to the Funding Date and (b) in the case of the Tranche A
Loans, ten Business Days prior to the Borrowing Date) requesting that the Lenders make the applicable Loans on the Borrowing Date and specifying the amount to be borrowed. Upon receipt of such Borrowing Notice, Agent shall promptly notify each
Lender thereof. Not later than 12:00 Noon, New York City time, on each Borrowing Date, each applicable Lender shall make available to Agent at the Funding Office an amount in Dollars and in immediately available funds equal to the Loan to be made by
such Lender on such date. Agent shall make available to Borrower the aggregate of the amounts made available to Agent by the Lenders, in like funds as received by Agent.
2.3 Maturity Date
. The Loans of each Lender shall mature on December 31, 2016 (the “
Maturity Date
”).
2.4 Repayment of Loans; Evidence of Debt
.
(a) Borrower hereby unconditionally promises to pay to Agent for the account of the appropriate Lender the entire principal amount of each
Loan of such Lender on the Maturity Date or on such earlier date on which the Loans become due and payable pursuant to Section 2.6 or 2.7 or Article VII. Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans
from time to time outstanding from the applicable Borrowing Date (as defined in the Existing Credit Agreement), in the case of Existing Tranche A Loans, and the applicable Borrowing Date, in the case of Additional Tranche A Loans and the Tranche B
Loans, until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.8.
(b) Each Lender shall
maintain in accordance with its usual practice an account or accounts evidencing Indebtedness of Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to
such Lender from time to time under this Agreement.
(c) Agent, on behalf of Borrower, shall maintain the Register pursuant to
Section 9.7(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, (ii) the amount of any principal or interest due and payable or to
become due and payable from Borrower to each Lender hereunder and (iii) both the amount of any sum received by Agent hereunder from Borrower and each Lender’s share thereof.
22
(d) The entries made in the Register and the accounts of each Lender maintained pursuant to this
Section 2.4 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded;
provided, however
, that the failure of any Lender or Agent to maintain
the Register or any such account, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Lender in accordance with the terms of this Agreement.
(e) Borrower agrees that, upon the request to Agent by any Lender, Borrower will promptly execute and deliver to such Lender a promissory note
of Borrower evidencing any Loans of such Lender, substantially in the form of
Exhibit I
(a “
Note
”), with appropriate insertions as to date and principal amount;
provided
that delivery of Notes shall not be a
condition precedent to the occurrence of the Closing Date or the making of the Loans on any Borrowing Date.
2.5 Fees
.
(a) Borrower shall pay to Agent for its own account an annual nonrefundable administration fee equal to $100,000, such fee to be paid in
advance on the Funding Date and thereafter on each anniversary of the Funding Date prior to the Maturity Date or, if any such date is not a Business Day, on the first Business Day thereafter;
provided that
, with respect to the fee to be paid
pursuant to this clause (a) on the Funding Date, any amounts paid to the Agent on the Original Closing Date with respect to the Existing Tranche A Loans pursuant to Section 2.5(a) of the Existing Credit Agreement shall be pro rated and
shall be credited to such Funding Date fee as appropriate.
(b) Borrower agrees to pay to Agent the fees in the amounts and on the dates
from time to time agreed to in writing by Borrower and Agent;
provided
that any fees owing to a Lender which is a Defaulting Lender may be withheld by the Agent in its sole discretion for so long as such Lender remains a Defaulting Lender.
2.6 Optional Prepayments
.
(a) Borrower may, upon at least three Business Days’ prior written notice to Agent stating the Prepayment Date, prepay the outstanding
principal amount of (i) the Tranche A Loans and (ii) the Tranche B Loans,
pro rata
, in an aggregate minimum amount of $20,000,000, together with accrued interest through the Prepayment Date, in accordance with the provisions of this
Agreement. Each prepayment of Tranche A Loans pursuant to this Section 2.6(a) made prior to the second anniversary of the Original Closing Date, shall be accompanied by the Applicable Premium with respect to the principal amount of the Tranche
A Loans being prepaid. For purposes hereof, the “
Applicable Premium
” shall be a cash amount equal to the amounts and the percentages of principal amount of the Tranche A Loans being prepaid set forth below:
|
|
|
|
|
If prepaid at any time prior to the first anniversary of the Original Closing Date:
|
|
The sum of (i) the remaining scheduled payments of Cash Interest and
PIK Interest with respect to such Tranche A Loans from the Prepayment Date through the first anniversary of the Original Closing Date
plus
(ii) 7.50% of the principal amount of the Tranche A Loans being prepaid
|
|
|
|
|
If prepaid at any time on or after the first anniversary but prior to the second anniversary of the Original Closing Date:
|
|
7.50% of the principal amount of the Tranche A Loans being
prepaid
|
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(b) Any such prepayment must be accompanied by payment of Agent’s and each Lender’s
reasonable out-of-pocket expenses in accordance with Section 9.5(a). Upon the giving of any such notice of prepayment, the principal amount of all outstanding Loans, together with the accrued interest thereon through the Prepayment Date and any
Applicable Premium shall become due and payable on the Prepayment Date;
provided
that any such notice may be subject to the occurrence of a refinancing, and the amount specified to be prepaid shall not become due and payable on the Prepayment
Date upon the failure of such condition.
(c) Any optional prepayment under this Section 2.6 shall be applied to the Loans as set
forth in Section 2.9.
2.7 Mandatory Prepayments
.
(a) Unless the Required Lenders shall otherwise agree, if any Loan Party or any Subsidiary shall incur any Indebtedness (other than Permitted
Indebtedness), then upon receipt Borrower shall apply such Net Cash Proceeds to (i) prepay the principal amount of the Loans or (ii) repay amounts required to be repaid under the First Lien Credit Agreement as the result of any borrowing
base deficiency or optionally prepay the principal amount of loans under the First Lien Credit Agreement provided the commitments under the First Lien Credit Agreement are permanently reduced by an equal amount. The provisions of this
Section 2.7(a) do not constitute a consent to the incurrence of any Indebtedness by any Loan Party.
(b) Unless the Required Lenders
shall otherwise agree, if on any date any Loan Party shall receive Net Cash Proceeds from any Disposition (other than a Disposition pursuant to
Section 6.5(h)
) or any Purchase Price Refund, then upon receipt Borrower shall apply such Net
Cash Proceeds to (i) prepay the principal amount of the Loans or (ii) repay amounts required to be repaid under the First Lien Credit Agreement as the result of any borrowing base deficiency or optionally prepay the principal amount of
loans under the First Lien Credit Agreement provided the commitments under the First Lien Credit Agreement are permanently reduced by an equal amount. The provisions of this Section do not constitute a consent to the consummation of any Disposition.
(c) Unless the Required Lenders shall otherwise agree, if on any date Borrower or any of its Subsidiaries shall receive Net Cash Proceeds
from any Disposition pursuant to
Section 6.5(h)
, then:
(i) unless prior to such date Borrower has delivered to
Agent a Reinvestment Notice with respect thereto, on the date that is five Business Days after such receipt thereof Borrower shall apply such Net Cash Proceeds to (i) prepay the principal amount of the Loans or (ii) repay amounts required
to be repaid under the First Lien Credit Agreement as the result of any borrowing base deficiency or optionally prepay the principal amount of loans under the First Lien Credit Agreement provided the commitments under the First Lien Credit Agreement
are permanently reduced by an equal amount; and
(ii) in the event Borrower delivers to Agent a Reinvestment Notice with
respect to such Net Cash Proceeds, Borrower shall apply an amount equal to the aggregate Net Cash Proceeds
less
the portion of such Net Cash Proceeds, if any, expended prior to the relevant Reinvestment Prepayment Date to make a Qualified
Investment to (i) prepay the principal amount of the Loans or (ii) repay amounts required to be repaid under the First Lien Credit Agreement as the result of any borrowing base deficiency or optionally prepay the principal amount of loans
under the First Lien Credit Agreement provided the commitments under the First Lien Credit Agreement are permanently reduced by an equal amount.
24
(d) Each prepayment of the Loans pursuant to this Section 2.7 shall be applied in accordance
with Section 2.9 and shall be accompanied by a cash payment of the accrued interest (whether accrued as Cash Interest or PIK Interest) to the Prepayment Date on the principal amount prepaid together with all other amounts then owing under this
Agreement or any Loan Document including any fees and expenses then due and payable under any Loan Document. Each prepayment of the Tranche A Loans pursuant to Sections 2.7(a), 2.7(b) or 2.7(c) shall be accompanied by the concurrent payment of the
Applicable Premium.
2.8 Interest Rates, Payment Dates and Computation of Interest and Fees
.
(a) Each Loan shall bear interest for each day on which it is outstanding at the Interest Rate.
(b) (i) If all or a portion of the principal amount of any Loan shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise) or there shall occur and be continuing any other Event of Default, all outstanding Loans (whether or not overdue) (to the extent legally permitted) shall bear interest at a rate per annum that is equal to the Interest Rate
plus 2.0% (the “
Default Rate
”), but in no event to exceed the Highest Lawful Rate, from the date of such nonpayment of principal or occurrence of such Event of Default, respectively, until such amount of principal is paid in
full (after as well as before judgment) or until such Event of Default is no longer continuing, respectively, and (ii) if all or a portion of any interest payable on any Loan or any fee or other amount payable hereunder shall not be paid when
due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the Default Rate, in each case, with respect to clauses (i) and (ii) above, from the date of such
nonpayment until such amount is paid in full (after as well as before judgment).
(c) Subject to Section 2.8(d) and
Section 2.9(h), interest shall be payable in arrears on each Interest Payment Date,
provided
that interest accruing pursuant to Section 2.8(b) shall be payable from time to time on demand.
(d) Interest shall be payable in cash, other than that certain portion of the interest accruing at the PIK Interest Rate, which shall be
payable as PIK Interest (the portion of interest payable in cash, “
Cash Interest
”);
provided
that, to the extent the Cash Interest Rate exceeds 15.0% per annum at any time, such excess shall be payable as PIK
Interest. All accrued PIK Interest that becomes due and payable shall be deemed an extension of additional Loans (“
PIK Loans
”) pursuant to the terms of, and subject to, the Loan Documents. Unless the context otherwise
requires, for all purposes hereof, references to “principal amount” of Loans refers to the original face amount of the Loans plus any PIK Loans. The entire unpaid balance of all PIK Loans shall be immediately due and payable in full in
immediately available funds on the Maturity Date. For the avoidance of doubt, a PIK Loan will be deemed to be in the same Tranche as is the underlying Loan to which it relates.
(e) If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding
Business Day. In the case of any extension of any payment of principal pursuant to the preceding sentence, interest thereon shall be payable at the rate applicable during such extension period.
(f) Interest, fees and commissions payable pursuant hereto shall be calculated on the basis of a year of 360 days and, in each case, shall be
payable for the actual number of days elapsed (including the first day and the last day).
25
2.9 Application of Payments; Place of Payments
.
(a) Subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as
opposed to Defaulting Lenders, each payment (including any prepayment) in respect of principal or interest in respect of any Loans and each payment in respect of fees (other than fees payable in accordance with Section 2.5(a)) or expenses
payable hereunder shall be applied to the amounts of such obligations owing to the Lenders
pro rata
according to the respective amounts then due and owing to the Lenders (including, for the avoidance of doubt, on a
pro rata
basis as
between the Tranche A Loans and the Tranche B Loans). Amounts prepaid on account of the Loans may not be reborrowed.
(b) So long as no
Event of Default shall have occurred and be continuing all payments and any other amounts received by Agent from or for the benefit of Borrower shall be applied: (i)
first
, to pay all Obligations then due and payable and
(ii)
second
, as Borrower so designates.
(c) After the occurrence and during the continuance of any Event of Default, Borrower
hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral, and agrees that Agent may, and shall upon either (A) the written direction of the Required
Lenders or (B) the acceleration of the Obligations pursuant to Section 7.1, apply all payments in respect of any Obligations and all proceeds of Collateral in the following order:
(i)
first
, to the payment or reimbursement of Agent for all costs, expenses, disbursements and losses incurred by
Agent and which any Loan Party is required to pay or reimburse pursuant to the Loan Documents;
(ii)
second
, to
the payment or reimbursement of the Secured Parties (on a
pro rata
basis as between Tranche A Lenders and Tranche B Lenders) for all costs, expenses, disbursements and losses incurred by such Persons and which any Loan Party is required to
pay or reimburse pursuant to the Loan Documents;
(iii)
third
, to the payment of interest on the Loans which is
then due on a
pro rata
basis as between the Tranche A Loans and the Tranche B Loans;
(iv)
fourth
, to
the payment of principal of the Loans which are then due on a
pro rata
basis as between the Tranche A Loans and the Tranche B Loans;
(v)
fifth
, to the payment to the Secured Parties of all other Obligations on a
pro rata
basis as between the
Tranche A Lenders and the Tranche B Lenders; and
(vi)
sixth
, to whomsoever shall be legally entitled thereto.
(d) If any Lender owes payments to Agent hereunder, any amounts otherwise distributable under this Section 2.9 to such Lender shall
be deemed to belong to Agent to the extent of such unpaid payments, and Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender. All distributions of amounts described in paragraphs
second
and
fifth
above shall be made by Agent to each applicable Secured Party on a
pro rata
basis determined by the amount such Obligations owed to such Secured Party represents of the aggregate amount of all such Obligations.
(e) All payments (including prepayments) to be made by Borrower hereunder, whether on account of principal, interest, premium, fees or
otherwise, shall be made without setoff or counterclaim
26
and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to Agent, for the account of the relevant Lenders, at the Payment Office, in Dollars and (other than payments of
PIK Interest prior to the Maturity Date) in immediately available funds. Any payment made by Borrower after 12:00 Noon, New York City time, on any Business Day shall be deemed to have been made on the next following Business Day. Agent shall
distribute such payments to the applicable Lenders promptly upon receipt in like funds as received.
(f) Unless Agent shall have been
notified in writing by any Lender prior to the borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and
Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on any Borrowing Date, such Lender shall pay to Agent, on demand, such amount with
interest thereon at a rate equal to the greater of (i) the daily average Federal Funds Effective Rate and (ii) the rate determined by Agent in accordance with the banking industry rules on interbank compensation, for the period until such
Lender makes such amount immediately available to Agent. A certificate of Agent submitted to any Lender with respect to any amounts owing under this Section 2.9(f) shall be conclusive in the absence of manifest error. If such Lender’s
share of such borrowing is not made available to Agent by such Lender within three Business Days after such Borrowing Date, Agent shall also be entitled to recover such amount with interest thereon at the Interest Rate, on demand, from Borrower.
(g) Unless Agent shall have been notified in writing by Borrower prior to the date of any payment due to be made by Borrower hereunder
that Borrower will not make such payment to Agent, Agent may assume that Borrower is making such payment, and Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective
pro rata
shares of a corresponding amount. If such payment is not made to Agent by Borrower within three Business Days after such due date, Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant
to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of Agent or any Lender against Borrower.
(h) Each payment of the Loans shall be accompanied by accrued interest through the date of such payment on the amount paid.
2.10 Requirements of Law
. If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof shall subject any Lender to any tax of any kind whatsoever with
respect to this Agreement or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.11 and changes in the rate of tax on the overall net income of such Lender) or shall
impose on such Lender any other condition and the result of any of the foregoing is to reduce any amount receivable hereunder in respect thereof, then, in any such case, Borrower shall promptly pay such Lender, upon its demand, any additional
amounts necessary to compensate such Lender on an after-tax basis for such reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.10, it shall promptly notify Borrower (with a copy
to Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section 2.10 submitted by any Lender to Borrower (with a copy to Agent) shall be conclusive in the absence
of manifest error. The obligations of Borrower pursuant to this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
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2.11 Taxes
.
(a) All payments made by or on behalf of any Loan Party under this Agreement or any other Loan Documents shall be made free and clear of, and
without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority,
excluding net income taxes and franchise taxes imposed on Agent or any Lender as a result of a present or former connection between Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such connection arising solely from Agent’s or such Lender’s having executed, delivered or performed its obligations or received a payment under, or enforced, this
Agreement or any other Loan Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“
Non-Excluded Taxes
”) or any Other Taxes are required to be withheld from any amounts
payable to Agent or any Lender hereunder, the amounts so payable to Agent or such Lender shall be increased to the extent necessary to yield to Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this Agreement;
provided
,
however
, that Borrower or any Guarantor shall not be required to increase any such amounts payable to Agent or any Lender with respect to
any Non-Excluded Taxes (i) that are attributable to Agent’s or such Lender’s failure to comply with the requirements of Sections 2.11(d) or (e) or (ii) that are United States withholding taxes imposed on amounts payable to
Agent or such Lender at the time Agent or such Lender becomes a party to this Agreement, except to the extent that Agent’s or such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from
Borrower with respect to such Non-Excluded Taxes pursuant to this Section 2.11(a). Borrower or the applicable Guarantor shall make any required withholding and pay the full amount withheld to the relevant tax authority or other Governmental
Authority in accordance with applicable Requirements of Law.
(b) In addition, Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.
(c) Whenever any Non-Excluded Taxes or Other Taxes are payable by Borrower, as
promptly as possible thereafter Borrower shall send to Agent for the account of Agent or the relevant Lender, as the case may be, a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay
any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to Agent the required receipts or other required documentary evidence, Borrower shall indemnify Agent and the Lenders for any incremental taxes,
interest or penalties that may become payable by Agent or any Lender as a result of any such failure. The agreements in this Section 2.11 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable
hereunder.
(d) Each Lender (or Transferee) that is not a citizen or resident of the United States of America, a corporation, partnership
or other entity created or organized in or under the laws of the United States of America (or any jurisdiction thereof), or any estate or trust that is subject to federal income taxation regardless of the source of its income (a “
Non U.S.
Lender
”) shall deliver to Borrower and Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN, W-8IMY
(together with any required attachments) or Form W-8ECI, or, in the case of a Non U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio
interest” a statement substantially in the form of
Exhibit J
to the effect that such Lender is eligible for a complete exemption from withholding of U.S. taxes under Section 871(h) or 881(c) of the Code and a Form W-8BEN, or any
subsequent versions thereof or successors thereto properly completed
28
and duly executed by such Non U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by Borrower under this Agreement and the other Loan
Documents. Such forms shall be delivered by each Non U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation). In
addition, each Non U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non U.S. Lender. Each Non-U.S. Lender shall promptly notify Borrower at any time it determines that it is
no longer in a position to provide any previously delivered certificate to Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this Section 2.11(d), a Non
U.S. Lender shall not be required to deliver any form pursuant to this Section 2.11(d) that such Non U.S. Lender is not legally able to deliver.
(e) A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which
Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to Borrower (with a copy to Agent), at the time or times prescribed by applicable law or reasonably requested by
Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate,
provided
that such Lender is legally entitled to complete, execute and
deliver such documentation and in such Lender’s reasonable judgment such completion, execution or submission would not materially prejudice the legal position of such Lender.
(f) If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been
indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section 2.11(f), it shall pay over such refund to Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by
Borrower under this Section 2.11(f) with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund);
provided
, that Borrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. This Section 2.11(f) shall not be construed to require Agent or any Lender to make available its
tax returns (or any other information relating to its taxes which it deems confidential) to Borrower or any other Person.
(g) Each Lender
shall deliver such documentation prescribed by applicable law and reasonably requested by Borrower or Agent as will enable Borrower or Agent to determine whether or not such Lender is subject to backup withholding or information reporting
requirements. Without limiting the generality of the foregoing, each Lender that is not a Non U.S. Lender shall deliver to Borrower and Agent (in such number of copies as shall be requested by the recipient) on or prior to the date that such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the request of Borrower or Agent or upon the expiration or obsolescence of a prior form), duly completed copies of U.S. Internal Revenue Service Form W-9 confirming an
exemption from U.S. federal backup withholding tax.
(h) For purposes of this Section 2.11, if a Lender is treated as a domestic
partnership for U.S. federal income tax purposes any withholding or payment of a U.S. federal withholding tax by such Lender or by any direct partner or direct member of such Lender (in each case, as of the Closing Date) that is a withholding
foreign partnership for U.S. federal income tax purposes, with respect to any payments made by or on behalf of any Loan Party under this Agreement or any other Loan Document, shall be considered a withholding or payment of such U.S. federal
withholding tax by Borrower;
provided, however,
that this Section 2.11(h) shall apply only with respect to payments made by such Lender or such withholding foreign partnership to direct or indirect partners of such Lender as of the
Closing Date.
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(i) For the avoidance of doubt, each party hereto agrees that it will treat the Indebtedness
incurred by the Loan Parties under the Loan Documents as debt for U.S. tax purposes.
2.12 Indemnity
. Borrower agrees promptly to
indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) the failure to make any prepayment of a Loan after Borrower has given a notice thereof in
accordance with the provisions of this Agreement; (b) the repayment of any Loans that are repaid in whole or in part prior to the last day of a calendar quarter (whether such repayment is made pursuant to any provision of this Agreement or any
other Loan Document or occurs as a result of acceleration, mandatory prepayment, by operation of law or otherwise); (c) a default in payment when due of the principal amount of or interest on any Loan; or (d) a default in making any
borrowing of Loans after Borrower has given notice requesting the same in accordance herewith. Such indemnification shall include any loss (excluding loss of margin) or expense arising from the reemployment of funds obtained by it or from fees
payable to terminate deposits from which such funds were obtained. For the purpose of calculating amounts payable to a Lender under this Section 2.12, each Lender shall be deemed to have actually funded its relevant Loan through the purchase of
a deposit bearing interest at LIBOR in an amount equal to the amount of that Loan and having a three-month maturity;
provided
that each Lender may fund each of its Loans in any manner it deems appropriate, and the foregoing assumption shall
be utilized only for the calculation of amounts payable under this Section 2.12. A certificate as to any amounts payable pursuant to this Section submitted to Borrower by any Lender shall be conclusive in the absence of manifest error. This
covenant shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.
2.13
Change of Lending Office
. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.10 or 2.11(a) with respect to such Lender, it will, if requested by Borrower, use reasonable efforts (subject to
overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event;
provided
that such designation is made on terms that, in the
sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and
provided
,
further
, that nothing in this Section 2.13 shall affect or postpone any of the
obligations of Borrower or the rights of any Lender pursuant to Section 2.10 or 2.11(a).
2.14 Defaulting Lenders
.
(a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as
such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:
(i) Such Defaulting
Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders.
(ii) Any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Lender
(whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 9.8 shall be applied at such time or times as may be determined by the Agent as follows:
first,
to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder;
second,
as Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such
Defaulting Lender has failed to fund its portion
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thereof as required by this Agreement, as determined by the Agent;
third
, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent
jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;
fourth
, so long as no Default or Event of Default exists, to the payment of any
amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and
fifth
, provided all amounts owing to Borrower under “fourth” above have been paid to Borrower, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction;
provided
that if (x) such payment is
a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.2 were satisfied or
waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro
rata in accordance with their Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.14(a)(ii) shall be
deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
(b) If Borrower and the Agent agree
in writing that a Lender is no longer a Defaulting Lender, the Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent
applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with their Commitments,
whereupon such Lender will cease to be a Defaulting Lender;
provided
that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Lender was a Defaulting Lender; and
provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that
Lender’s having been a Defaulting Lender.
2.15 Replacement of Lenders under Certain Circumstances
. Borrower shall be
permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10 or 2.11 or (b) any Lender that is a Defaulting Lender, with a replacement financial institution;
provided
that
(i) Lenders with an Aggregate Exposure Percentage equal to at least a 75% are not subject to such increased costs or illegality, (ii) such replacement does not conflict with any Requirement of Law, (iii) no Event of Default shall have
occurred and be continuing at the time of such replacement, (iv) prior to any such replacement, such Lender shall have taken no action under Section 2.13 so as to eliminate the continued need for payment of amounts owing pursuant to
Section 2.10 or 2.11, (v) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (vi) Borrower shall be liable to such replaced
Lender under Section 2.12 (as though Section 2.12 were applicable) if any Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vii) the replacement financial
institution, if not already a Lender, shall be reasonably satisfactory to Agent, (viii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.7 (
provided
that Borrower shall
be obligated to pay the registration and processing fee referred to therein), (ix) Borrower shall pay all additional amounts (if any) required pursuant to Section 2.10 or 2.11, as the case may be, in respect of any period prior to the date
on which such replacement shall be consummated, and (x) any such replacement shall not be deemed to be a waiver of any rights that Borrower, Agent or any other Lender shall have against the replaced Lender.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
To induce Agent and the Lenders to enter into this Agreement and to make the Loans, each of Borrower, General Partner and Holdings hereby
represents and warrants, jointly and severally, to Agent and each Lender that on the date hereof and on the Funding Date:
3.1
Financial Condition
.
(a) The unaudited
pro forma
consolidated balance sheet of Borrower as of the Funding Date (including the
notes thereto) (the “
Pro Forma Balance Sheet
”), a copy of which have heretofore been furnished to Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) Loans to be made on the
Funding Date and the use of proceeds thereof and (ii) the payment of fees, expenses and taxes in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to Borrower as of the date of
delivery thereof, and presents fairly, in all material respects, on a
pro forma
basis the estimated financial position of Borrower and its consolidated Subsidiaries as of the Funding Date, assuming that the events specified in the preceding
sentence had actually occurred at such date.
(b) The unaudited consolidated balance sheet of Borrower as at June 30, 2013, and the
related unaudited consolidated statements of income and cash flows for the six-month period ended on such date, present fairly the consolidated financial condition of Borrower as at such date, and the consolidated results of its operations and its
consolidated cash flows for the six-month period then ended (subject to normal year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied
consistently throughout the periods involved, except that the reports for June 30, 2013 are on a cash basis, subject to year-end audit adjustment.
(c) Except as provided on
Schedule 3.1(c)
, no Loan Party has any material Guarantee Obligations, contingent liabilities and liabilities
for taxes, or any long term leases or unusual forward or long term commitments, including, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent
financial statements delivered pursuant to Section 5.1 of the Existing Credit Agreement. During the period from June 30, 2013 to and including the date hereof there has been no Disposition by any Loan Party of any material part of its
business or Property.
3.2 No Change
. Since December 31, 2012, there has been no development or event that has had or could
reasonably be expected to have a Material Adverse Effect.
3.3 Corporate Existence; Compliance with Law
.
(a) Each of the Loan Parties (i) is duly incorporated, organized or formed, as applicable, validly existing and (if relevant) in good
standing under the laws of the jurisdiction of its incorporation, organization or formation, as the case may be, (ii) has the corporate, company or partnership power and authority, as applicable, and the legal right, to own and operate its
Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation, company or partnership, as applicable, and (if relevant) in good standing
under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect, (iv) is in compliance with its Constituent Documents and (v) is in compliance with all Requirements of Law (other than its Constituent Documents) except to the extent that the failure to comply
therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
32
(b) Each Loan Party has all Permits necessary for the ownership and, if any Loan Party is the
operator, operation of its Oil and Gas Properties and the conduct of its businesses except for those Permits the failure of which to have could not reasonably be expected to have a Material Adverse Effect, and is in compliance in all material
respects with the terms and conditions of all such Permits. To the Loan Parties’ knowledge, each Person other than any Loan Party operating any Oil and Gas Property has all necessary Permits and is in compliance in all material respects with
the terms and conditions of all such Permits.
(c) The Oil and Gas Properties operated by any Loan Party and, to Borrower’s
knowledge, the Oil and Gas Properties operated by any Person other than any Loan Party, have been maintained, operated and developed in a good and workmanlike manner and in conformity in all material respects with all Requirements of Law and in
conformity in all material respects with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this
connection: (i) no Oil and Gas Property is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not
the same was permissible at the time) prior to the Closing Date; and (ii) none of the wells comprising a part of the Oil and Gas Properties (or properties unitized therewith) is deviated from the vertical or horizontal (as applicable) more than
the maximum permitted by Requirements of Law, and such wells are, in fact, bottomed under and are producing from, and the wellbores are wholly within, the Oil and Gas Properties (or in the case of wells located on properties unitized therewith, such
unitized properties).
3.4 Entity Power; Authorization; Enforceable Obligations
. Each Loan Party has the power and authority
(corporate or otherwise), and the legal right, to make, deliver and perform the Loan Documents, the First Lien Loan Documents to which it is a party and, in the case of Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate
or other action to authorize the execution, delivery and performance of the Loan Documents, the First Lien Loan Documents to which it is a party and, in the case of Borrower, to authorize the borrowings on the terms and conditions of this Agreement.
No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or the execution, delivery, performance, validity or
enforceability of this Agreement or any of the other Loan Documents or the First Lien Loan Documents except (i) consents, authorizations, filings and notices described in
Schedule 3.4
, which consents, authorizations, filings and notices
have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 3.21. Each Loan Document, each First Lien Loan Document has been duly executed and delivered on behalf of each Loan Party that is a
party thereto. The consents, authorizations, filings and notices received as of the Closing Date which are described on
Schedule 3.4
constitute all of the consents, authorizations, filings and notices required in order for the Loan Parties to
acquire, own (legally and of record) and grant a security interest in the Properties. This Agreement, the First Lien Loan Documents constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of
each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
3.5 No Legal Bar
. The execution, delivery and performance of this Agreement and the other Loan Documents, the First Lien Loan
Documents, the borrowings hereunder and the use of the
33
proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of any Loan Party and will not result in, or require, the creation or imposition of any Lien on any of their
respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable to any Loan Party could
reasonably be expected to have a Material Adverse Effect. No performance of a Contractual Obligation by any Loan Party will result in the creation of a Lien (other than a Permitted Lien) on the Property of any Loan Party.
3.6 Existing Indebtedness
. After giving effect to the Loans and the use of proceeds on the Funding Date, no Loan Party shall have any
Indebtedness except the Indebtedness incurred under this Agreement, the First Lien Loan Documents or as permitted by Section 6.2.
3.7 No Material Litigation
. Except as otherwise described in
Schedule 3.7
, no litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or, to Borrower’s knowledge, threatened by or against any Loan Party or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any
of the transactions contemplated hereby or thereby or (b) not fully covered by insurance (except for normal deductibles) as to which there is a reasonable possibility of an adverse determination that, if adversely determined, could reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Effect.
3.8 No Default
. No Loan Party is in default
under or with respect to any of its Contractual Obligations including the First Lien Loan Documents in any respect that could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.
3.9 Ownership of Property
.
(a) Each Loan Party has title in fee simple to, or a valid leasehold interest in, all its Real Property (other than the Oil and Gas
Properties), and Defensible Title to, or a valid leasehold interest in, all other Property material to its business (other than the Oil and Gas Properties), and none of such Property is subject to any Lien other than Permitted Liens.
(b) Each Loan Party has Defensible Title to all of its Oil and Gas Properties which constitute Proved Reserves, and good and defensible title
to all of the Oil and Gas Properties which constitute, for applicable state law purposes, “personal” or “movable” property, in each case except for Permitted Liens. The Mortgaged Properties constitute all of the real property
owned by the Loan Parties.
(c) Except as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect,
(i) the quantum and nature of any interest in and to the Oil and Gas Properties of any Loan Party as set forth in the most recent Reserve Report includes the entire interest of such Loan Party in such Oil and Gas Properties as of the date of
such applicable Reserve Report delivered by Borrower to Agent pursuant to Section 4.1(i), 5.2(c) or 5.2(d), as applicable, and are complete and accurate in all material respects as of the date of such applicable Reserve Report; and there are no
“back-in” or “reversionary” interests held by third parties which could materially reduce the interest of such Loan Party in such Oil and Gas Properties except as reflected in the most recent Reserve Report and (ii) the
ownership of the Oil and Gas Properties by a Loan Party entitles such Loan Party to the share of the Hydrocarbons produced therefrom or attributable thereto set forth as such Loan Party’s “net revenue interest” therein as set forth in
the most recent Reserve Report (including the initial Reserve Report) and does not in any material respect obligate such Loan Party to bear the costs and expenses relating to the maintenance, development or operations of any such Oil and Gas
Property in an amount in excess of the “working interest” of such Loan Party in each Oil and Gas Property set forth in the most recent Reserve Report that is not offset by a corresponding proportionate increase in the Loan Party’s net
revenue interest in such Oil and Gas Property.
34
(d) Each Loan Party’s marketing, gathering, transportation, processing and treating
facilities and equipment, if any, together with any marketing, gathering, transportation, processing and treating contracts in effect between or among such Loan Party and its Subsidiaries, on the one hand, and any other Person, on the other hand,
are sufficient to gather, transport, process or treat, reasonably anticipated volumes of production of Hydrocarbons from the Oil and Gas Properties, and all related charges are accurately reflected and accounted for in each Reserve Report delivered
to Agent pursuant to this Agreement.
(e) The Hydrocarbon Interests and operating agreements attributable to the Oil and Gas Properties
are in full force and effect in all material respects in accordance with their terms. All rents, royalties and other payments due and payable under such Hydrocarbon Interests and operating agreements have been properly and timely paid.
(f) No consents or rights of first refusal exist or remain outstanding with respect to the interests of any Loan Party in its Properties to
the extent any such consents or rights of first refusal would limit or otherwise adversely affect the ownership by the Loan Parties of such properties or the rights granted to Agent for the benefit of the Lenders under the Security Documents.
3.10 Insurance
. All policies of insurance of any kind or nature of any Loan Party, including policies of fire, theft, product
liability, public liability, property damage, other casualty, employee fidelity, workers’ compensation and employee health and welfare insurance, are in full force and effect and are of a nature and provide such coverage as is customarily
carried by businesses of the size and character of such Loan Party. No Loan Party has been refused insurance for any material coverage for which it had applied or had any policy of insurance terminated (other than at its request).
3.11 Intellectual Property
. Each Loan Party owns, or is licensed to use, all Intellectual Property necessary for the conduct of its
business as currently conducted. To the Borrower’s knowledge, no material claim has been asserted and is pending by any Person challenging or questioning the use by any Loan Party of any Intellectual Property or the validity or effectiveness of
any Intellectual Property, nor, to Borrower’s knowledge, is there any valid basis for any such claim. The use of Intellectual Property by any Loan Party does not infringe on the rights of any Person in any material respect.
3.12 Taxes
. Each Loan Party has filed or caused to be filed all federal, state and other material tax returns, reports and statements
(collectively, “
Tax Returns
”) that are required to be filed by such Loan Party or any of its Tax Affiliates with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be
filed; all such Tax Returns are true and correct in all material respects and correctly reflect the facts regarding the income, business, assets, operations, activities, status or other matters of such Loan Party and any other information required
to be shown thereon; each Loan Party has paid, prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for non-payment thereof, all taxes shown to be due and payable on said returns or on any assessments made
against it or any of its Property and all other taxes, fees or other charges imposed on it or any of its Property by or otherwise due and payable to any Governmental Authority (other than any amount or validity of which are currently being contested
in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Loan Party or to the extent that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect); and no tax Lien has been filed against the Property of any Loan Party, and, to Borrower’s knowledge, no claim is being asserted, with respect to any such tax, fee or other charge. No Tax Return is under audit or
examination by any Governmental Authority and no notice of such an audit or examination or any assertion of any claim for taxes has been given or made by any
35
Governmental Authority. Proper and accurate amounts have been withheld by each Loan Party and each of its Tax Affiliates from their respective employees for all periods in full and complete
compliance with the tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities. No Loan Party (i) intends to treat the
Loans or any other transaction contemplated hereby as being a “reportable transaction” (within the meaning of Treasury Regulation 1.6011-4) or (ii) is aware of any facts or events that would result in such treatment.
3.13 Federal Regulations
. No part of the proceeds of any Loans will be used for buying or “carrying” any “margin
stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board. If requested by any Lender or
Agent, Borrower will furnish to Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.
3.14 Labor Matters
. There are no strikes, stoppages or slowdowns or other labor disputes against any Loan Party pending or, to
Borrower’s knowledge, threatened that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. Hours worked by and payment made to employees of any Loan Party have not been in violation of the Fair
Labor Standards Act of 1938, as amended, or any other applicable Requirement of Law dealing with such matters that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. All payments due from any Loan
Party on account of employee health and welfare insurance that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect if not paid have been paid or accrued as a liability on the books of such Loan Party.
3.15 ERISA Plans
. Except as set forth on
Schedule 3.15
, no Loan Party or any other Person within the meaning of
Section 4001 of ERISA which, together with any Loan Party, is treated as a single employer under Section 414 of the Code, maintains, nor is any employee of any Loan Party or such other Person a beneficiary under, any employee pension
benefit plan as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended from time to time and the rules and regulations promulgated thereunder (“
ERISA
”), and in respect of which any
Loan Party is an “employer” as defined in Section 3(5) of ERISA (an “
ERISA Plan
”).
3.16
Regulations
.
(a) No Loan Party is an “investment company”, or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the Board) which limits its ability to incur Indebtedness.
(b) None of the Loan Parties and their Subsidiaries, and to the knowledge of the Loan Parties, none of the current operators of the Oil and
Gas Properties (i) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons
Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner
violative of Section 2, or (iii) is a Person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets
Control regulation or executive order.
36
(c) Each of the Loan Parties and each of their respective Subsidiaries are in compliance, in all
material respects, with the Patriot Act. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political
office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.
3.17 Capital Stock; Subsidiaries
.
(a) All of the outstanding Capital Stock of each Loan Party has been duly authorized and validly issued and is fully paid and non-assessable
and, in the case of each Guarantor, has been duly pledged as Collateral under the Security Documents and is free and clear of all Liens (except Liens created under the Security Documents and Liens in favor of the First Lien Lender granted pursuant
to the First Lien Loan Documents). All of the Capital Stock of Borrower owned by Holdings and by the General Partner has been pledged as Collateral under the Security Documents and is free and clear of all Liens (except Liens created under the
Security Documents and Liens in favor of the First Lien Lender granted pursuant to the First Lien Loan Documents).
(b) The Subsidiaries
listed on
Schedule 3.17
constitute all the Subsidiaries of each Loan Party as of the Closing Date and as of the Funding Date.
Schedule 3.17
sets forth as of the Closing Date and as of the Funding Date, the exact legal name (as
reflected on the certificate of incorporation (or formation) and jurisdiction of incorporation (or formation) of each Subsidiary of any Loan Party and, as to each such Subsidiary, the percentage and number of each class of Capital Stock owned by
each Loan Party.
(c) There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other
than stock options with respect to Capital Stock of Holdings granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of any Loan Party.
(d) The General Partner owns directly all of the general partnership interests of Borrower, and Holdings owns directly all of the other
Capital Stock of Borrower. No Loan Party owns or holds, directly or indirectly, any Capital Stock of any Person other than any Subsidiary. Borrower owns, directly or indirectly through other Subsidiaries, all of the outstanding Capital Stock of its
Subsidiaries. Each Loan Party is a party to the Guarantee and Security Agreement.
(e) There are no agreements or understandings (other
than the Loan Documents and the First Lien Loan Documents): (i) to which any Loan Party is a party with respect to the voting, sale or transfer of any shares of Capital Stock of Borrower or restricting the transfer or hypothecation of any such
shares or (ii) with respect to the voting, sale or transfer of any shares of Capital Stock of any Loan Party (other than Holdings) or restricting the transfer or hypothecation of any such shares.
3.18 Use of Proceeds
. The proceeds of the Loans shall be used (a) to refinance certain obligations associated with the First Lien
Credit Agreement, (b) for payment of fees and expenses associated with the Transactions, (c) to fund capital expenditures including the leasing activities and drilling and completion costs for wells drilled on the Oil and Gas Properties,
including ordinary course expenditures related to the maintenance and operation of the Properties, (d) to fund acquisitions of Oil and Gas Properties and joint ventures and (e) for general corporate purposes.
37
3.19 Environmental Matters
. Other than exceptions to any of the following that could not,
individually or in the aggregate, reasonably be expected to result in the payment of a Material Environmental Amount or as disclosed in
Schedule 3.19
:
(a) Each Loan Party: (i) is, and within the period of all applicable statutes of limitation has been, in compliance with all applicable
Environmental Laws; (ii) holds all Environmental Permits (each of which is in full force and effect) required for any of their current or intended operations or for any property owned, leased, or otherwise operated by any of them; and
(iii) is, and within the period of all applicable statutes of limitation has been, in compliance with all of their Environmental Permits.
(b) To the best of Borrower’s knowledge after due inquiry and investigation, Materials of Environmental Concern are not present at, on,
under, in, or about any Oil and Gas Property or other real property now or formerly owned, leased or operated by any Loan Party, or at any other location (including, any location to which Materials of Environmental Concern have been sent for re-use
or recycling or for treatment, storage, or disposal) under conditions which could reasonably be expected to (i) give rise to liability of any Loan Party under any applicable Environmental Law or otherwise result in costs to any Loan Party, or
(ii) interfere with the continued operations of any Loan Party, or (iii) impair the fair saleable value of any Oil and Gas Property or other real property owned or leased by any Loan Party
(c) There is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under or
relating to any Environmental Law or Environmental Permit to which any Loan Party is, or to Borrower’s knowledge, will be, named as a party that is pending or, to Borrower’s knowledge, threatened.
(d) No Loan Party has received any written request for information, or been notified that it is a potentially responsible party under or
relating to the federal Comprehensive Environmental Response, Compensation, and Liability Act or any similar Environmental Law, or with respect to any Materials of Environmental Concern.
(e) No Loan Party has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment,
decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with or liability under any Environmental Law.
(f) No Loan Party has assumed or retained, by contract or operation of law, any liabilities of any kind, fixed or contingent, known or
unknown, under any Environmental Law or with respect to any Material of Environmental Concern other than (i) as may be imposed by the leases of the Oil and Gas Properties provided to the Agent prior to the Closing Date and (ii) as may be
customarily imposed by leases of Oil and Gas Properties entered into after the Closing Date;
provided
that, in the case of provisions described in clause (ii), such provisions are no more burdensome than the corresponding provisions imposed
by the leases of the Oil and Gas Properties provided to the Agent prior to the Closing Date.
(g) Borrower has made available to Agent and
the Lenders copies of all significant reports, correspondence and other documents in its possession, custody or control regarding compliance by any Loan Party with or potential liability of any Loan party under Environmental Laws or Environmental
Permits.
3.20 Accuracy of Information, etc.
No statement or information contained in this Agreement, any other Loan Document or
any other document, certificate or statement furnished to Agent or the Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as of
the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein
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not misleading. The projections and
pro forma
financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by the officers
of Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such
financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed
herein, in the other Loan Documents or in any other documents, certificates and statements furnished to Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.
3.21 Security Documents
.
(a) The Guarantee and Security Agreement is effective to create in favor of Agent, for the benefit of the Secured Parties, a legal, valid,
binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Capital Stock described in the Guarantee and Security Agreement, when any stock certificates representing
such Pledged Capital Stock are delivered to Agent (or, prior to the Payment in Full of the First Lien Secured Obligations (as defined in the Intercreditor Agreement), to the First Lien Lender acting as bailee of Agent for perfection), and, in the
case of Pledged Capital Stock that is a “security” (as defined in the UCC) but is not evidenced by a certificate, when an Instructions Agreement, in form and substance reasonably satisfactory to the Agent, has been delivered to Agent, and
in the case of any other Collateral described in the Guarantee and Security Agreement, when financing statements in appropriate form are filed in the offices specified on
Schedule 3.21(a)-1
(which financing statements may be filed by Agent)
at any time and such other filings as are specified in the Security Documents have been completed (all of which filings may be filed by Agent) at any time, the Guarantee and Security Agreement shall constitute a valid Lien on, and security interest
in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the obligations secured thereby, in each case prior and superior in right to any other Person (except Permitted Liens).
Schedule 3.21(a)-2
lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Funding Date.
Schedule 3.21(a)-3
lists each UCC Financing Statement that (i) names any
Loan Party as debtor and (ii) will be terminated on or prior to the Funding Date; and on or prior to the Funding Date, Borrower will have delivered to Agent, or caused to be filed, duly completed UCC termination statements, signed by the
relevant secured party, in respect of each such UCC Financing Statement.
(b) Each of the Mortgages is effective to create in favor of
Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof; and when the Mortgages (or the Mortgage amendments required by
Section 4.1(o)) are filed in the offices specified on
Schedule 3.21(b)
(in the case of Mortgages executed and delivered on or prior to the Closing Date) or in the recording office designated by Borrower (in the case of any Mortgage to be
executed and delivered pursuant to Section 5.12(b)), each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the
proceeds and products thereof, as security for the Secured Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by
the relevant Mortgage).
3.22 Solvency
. Each Loan Party is, and after giving effect to the incurrence of all Indebtedness and
obligations being incurred in connection herewith and therewith will be and will continue to be, Solvent.
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3.23 Gas Imbalances
. To Borrower’s knowledge, on a net basis there are no Gas
Imbalances, take or pay or other prepayments with respect to any Oil and Gas Properties which would require any Loan Party to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving
full payment therefor.
3.24 Hedging Agreements
.
Schedule 3.24
(which
Schedule 3.24
shall be deemed supplemented by
any certificate delivered by Borrower pursuant to Section 5.2(b) (so long as no Default or Event of Default has occurred and is continuing at the time of delivery thereof)) sets forth a true and complete list of all commodity price Hedging
Agreements in effect as of the Closing Date (and any other Hedging Agreements permitted under Section 5.11) of each Loan Party, the material terms thereof (including the type, term, effective date, termination date, notional amounts or volumes
and swap or strike prices, as the case may be), all credit support agreements relating thereto (including any margin required or supplied), and the counterparty to each such agreement.
3.25 Reserve Reports
. To Borrower’s knowledge, (i) the assumptions stated or used in the preparation of each Reserve Report
are reasonable (it being understood by Agent and the Lenders that assumptions as to future results are subject to uncertainty and that no assurance can be given that any particular projections will be realized to the extent beyond any Loan
Party’s control), (ii) all information furnished by any Loan Party to the Petroleum Engineers for use in the preparation of each Reserve Report was accurate at the time furnished, (iii) there has been no decrease in the amount of the
estimated Proved Reserves shown in any Reserve Report since the date thereof, except for changes which have occurred as a result of production in the ordinary course of business, and (iv) at the time furnished, no Reserve Report omitted any
statement or information necessary to cause the same not to be misleading to Agent and the Lenders in any material respect.
3.26 Sale
of Production
. No Oil and Gas Property is subject to any contractual or other arrangement (i) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case
of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (ii) whereby payments are made to any Loan Party other than by checks, drafts, wire transfer advices or other similar writings, instruments or communications
for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed on
Schedule 3.26
in connection with the
Oil and Gas Properties to which such contract or agreement relates: (i) no Oil and Gas Property is subject to any contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing
of production) which cannot be canceled on one year’s (or fewer) notice, other than as consented to by Agent, and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to
the marketing of production) are bona fide arm’s length transactions made on the best terms available with third parties not affiliated with any Loan Party. Each Loan Party is presently receiving a price for all production from (or attributable
to) each Oil and Gas Property covered by a production sales contract or marketing contract listed on
Schedule 3.26
that is computed in accordance with the terms of such contract, and no Loan Party is having deliveries of production from such
Oil and Gas Property curtailed substantially below such Property’s delivery capacity. All production and sales of Hydrocarbons produced or sold from any Oil and Gas Properties has been accounted for and paid to the Persons entitled thereto, in
compliance in all material respects with all applicable Requirements of Law.
3.27 Contingent Obligations
. Other than obligations
under the Loan Documents and the First Lien Credit Agreement, there will be no material Contingent Obligations of any Loan Party existing as of the Closing Date or the Funding Date.
3.28 Bank Accounts
.
Schedule 3.28
lists all accounts maintained by or for the benefit of any Loan Party with any bank or
financial institution.
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3.29 Access Agreement
. No books or records of any Loan Party are located or maintained on
any premises owned by a third party or leased by a third party to any Loan Party other than such premises as to which Agent has received an Access Agreement from such Loan Party.
3.30 Material Contracts
.
Schedule 3.30
contains a complete and accurate list of each Contract, agreement or commitment to which
any Loan Party is a party or by which it is bound, and which are currently effective, that are: (i) material non-competition agreements or other agreements or obligations that purport to limit in any material respect the manner in which, or the
localities in which, all or any material portion of any Loan Party’s business is conducted; (ii) material contracts with 120 days or greater remaining duration; (iii) material agreements for the borrowing of money;
(iv) employment agreements, consulting agreements or other Contract for services involving a payment of more than $50,000 annually; (v) leases with respect to any material property, real or personal (other than leases constituting
Mortgaged Properties); (vi) agreements for a purchase or sale of assets, securities or a business involving consideration of more than $5,000,000; (vii) material agreements with any agent, dealer or distributor, including all such
agreements relating to the gathering and/or marketing of Hydrocarbons; (viii) material stand-by letters of credit, guarantees or performance bonds; (ix) agreements not made in the ordinary course of business; and (x) material
contracts to which any Loan Party is a party that would terminate or become terminable, require any Loan Party to take any action, cause any Loan Party to lose any material benefits or give to others any rights of amendment, acceleration,
suspension, revocation or cancellation, under any such Contract as a result of the transactions contemplated in this Agreement (each of the foregoing, a “
Material Contract
”).
3.31 No Burdensome Restrictions
. Except as set forth on
Schedule 3.31
, no Loan Party is a party to or bound by any Contract, or
subject to any restriction in any Constituent Document, or any Requirement of Law, which would reasonably be expected to have a Material Adverse Effect.
ARTICLE IV
CONDITIONS
PRECEDENT
4.1 Conditions to Closing Date
. The effectiveness of this Agreement and the obligations of Agent and each Lender
hereunder are subject to the satisfaction, on or prior to the Closing Date, of the following conditions precedent:
(a)
Loan
Documents
. Agent shall have received this Agreement executed and delivered by a duly authorized officer of each of the parties hereto.
(b)
First Lien Loan Documents
. Agent shall have received a fully executed copy of each of the First Lien Loan Documents, certified to
be true, correct and complete as of the Closing Date by a Responsible Officer of Borrower, and such First Lien Loan Documents shall be in form and substance satisfactory to Agent and the Lenders and shall be in full force and effect.
(c)
Intercreditor Agreement
. Agent shall have received executed counterparts of the Intercreditor Agreement, duly executed and
delivered by all parties thereto, and such Intercreditor Agreement shall be in full force and effect.
(d)
Pledged Capital Stock; Stock
Powers; Acknowledgment and Consent; Pledged Notes
. Agent (or, prior to the Payment in Full of the First Lien Secured Obligations (as defined in the Intercreditor Agreement), the First Lien Lender acting as bailee of Agent for perfection) shall
have received (i) the certificates representing the shares of Capital Stock that are certificated securities and that are pledged pursuant to the Guarantee and Security Agreement, together with an undated stock power for each such certificate
executed in blank by a duly authorized officer of the pledgor thereof, (ii) in the case
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of Capital Stock that is a “security” (as defined in the UCC) but is not evidenced by a certificate, an Instructions Agreement, substantially in the form of Annex I to the Guarantee and
Security Agreement, duly executed by any issuer of Capital Stock pledged pursuant to the Guarantee and Security Agreement and (iii) each promissory note pledged pursuant to the Guarantee and Security Agreement endorsed (without recourse) in
blank (or accompanied by an executed transfer form in blank satisfactory to Agent) by the pledgor thereof.
(e)
Filings, Registrations
and Recordings
. Each document (including any UCC financing statement) required by the Security Documents or under law or reasonably requested by Agent to be filed, registered or recorded in order to create in favor of Agent, for the benefit of
the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Permitted Liens), shall have been filed, registered or recorded or shall have been delivered to
Agent in proper form for filing, registration or recordation.
(f)
Constituent Documents
. All documents establishing or
implementing the ownership, capital and corporate, organizational, tax and legal structure of each Loan Party shall be reasonably satisfactory to Agent.
(g)
Pro Forma Balance Sheet; Financial Statements
. The Lenders shall have received the Pro Forma Balance Sheet, in form and substance
satisfactory to the Lenders and unaudited interim consolidated financial statements of Borrower for the quarter ended June 30, 2013 certified by a Responsible Officer of Borrower as being fairly stated in all material respects (subject to
normal year end audit adjustments).
(h)
Legal Opinions
. Agent shall have received one or more executed legal opinions of counsel
to the Loan Parties (each of which counsel shall be reasonably acceptable to the Agent), which opinions shall cover, either individually or collectively, such matters as are customarily addressed in legal opinions delivered in connection with
secured lending transactions (including, without limitation, with respect to due authorization, execution and delivery, perfection of Liens and enforceability of the Loan Documents under New York law) and as may otherwise be reasonably requested by
Agent, and in form and substance satisfactory to Agent.
(i)
Initial Reserve Report
. Agent shall have received a Reserve Report
with respect to the Oil and Gas Properties of the Loan Parties and their Subsidiaries, covering such period and otherwise in such form and substance as may be reasonably acceptable to Agent and the Lenders.
(j)
Hedging Agreements
. Borrower shall have entered into (and shall have provided evidence of such reasonably acceptable to Agent)
Hedging Agreements for that percentage of Borrower’s and its Subsidiaries’ aggregate Projected Production required pursuant to Section 5.11, which agreements shall otherwise be in form and substance reasonably acceptable to Agent.
(k)
Insurance
. Agent shall have received a summary of the insurance carried in respect of each Loan Party and its Properties,
including copies of all relevant insurance policies (which insurance shall be for such amounts, against such risk, covering such liabilities and with such deductibles or self-insured retentions as are acceptable to Agent) and certificates of
insurance, satisfying the requirements of Section 5.7(b) and otherwise reasonably satisfactory to Agent, naming Agent, for the ratable benefit of the Secured Parties, as “
lender loss payee
” under its property loss policies and
as “
additional insured
” on its comprehensive and general policies and providing that they shall not be canceled, amended or changed without at least 30 days’ (ten days for nonpayment) written notice to Agent.
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(l)
Lien Searches
. Agent shall have received the results of a recent lien search in each
of the jurisdictions or offices in which UCC financing statements or other filings or recordations should be made to evidence or perfect (with the priority required under the Loan Documents) security interests in all assets of the Loan Parties
pledged pursuant to the Security Documents (or would have been made at any time during the five years immediately preceding the Closing Date to perfect Liens on any assets owned on the Closing Date by any Loan Party), and such search shall reveal no
Liens on any of the assets of any Loan Parties, except for Permitted Liens.
(m)
Title Opinions; Title Information
. Agent shall
have received (i) a Title Opinion, from counsel reasonably acceptable to Agent, with respect to Borrower’s interest in Oil and Gas Properties constituting not less than 80% of the PV 10 Value of all Proved Reserves and (ii) title
information satisfactory to Agent with respect to the undeveloped Hydrocarbon Interests of Borrower, in the case of each of clauses (i) and (ii), that (A) confirms that Borrower has Defensible Title to such properties and interests and
(B) otherwise is in form and substance acceptable Agent and its counsel.
(n)
Amendment to Guarantee and Security Agreement
.
Agent shall have received an amendment to the Guarantee and Security Agreement executed and delivered by a duly authorized officer of each of the parties thereto.
(o)
Mortgages
. Agent shall have received duly executed amendments or supplements to the Mortgages satisfactory in form and substance to
Agent and, to the extent necessary, additional Mortgages covering the Oil and Gas Properties of the Loan Parties that are not already covered by a Mortgage or amendment or supplement thereto and each such amendment, supplement or additional Mortgage
shall have been delivered to Agent in proper form for filing, registration or recordation.
(p)
Environmental Matters
. Agent shall
have completed a satisfactory environmental review with respect to the Oil and Gas Properties and any other real property owned or leased by the Loan Parties and their Subsidiaries.
(q)
Closing Certificates
. Agent shall have received a certificate of each Loan Party, in form and substance acceptable to Agent and
with appropriate insertions and attachments, (i) certifying as to the Constituent Documents, the resolutions authorizing the Loan Documents and the transactions contemplated thereby, and the officers thereof, and (ii) confirming compliance
with the conditions precedent set forth in Section 4.1(u), (v), (w), (x) and (z).
(r)
Solvency
. The Lenders shall have
received a reasonably satisfactory Solvency Certificate which shall document the solvency of each Loan Party after giving effect to the transactions contemplated hereby.
(s)
Other Certifications
. Agent shall have received the following:
(i) a copy of the charter of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of
the initial extension of credit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized;
(ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which
each Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter of such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only
amendments to such Loan Party’s charter on file in such office, (B) such Loan Party has paid all franchise taxes to the date of such certificate and (C) such Loan Party is duly organized and in good standing under the laws of such
jurisdiction;
43
(iii) an electronic confirmation from the Secretary of State or other applicable
Governmental Authority of each jurisdiction in which each such Loan Party is organized certifying that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit;
prepared by, or on behalf of, a filing service acceptable to Agent; and
(iv) a copy of a certificate of the Secretary of
State or other applicable Governmental Authority of the State of Texas, dated reasonably near the date of the initial extension of credit, stating that each Loan Party is duly qualified and in good standing as a foreign corporation or entity in each
such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and electronic confirmation, from the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the
initial extension of credit as to the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date, prepared by, or on behalf of, a filing service acceptable to
Agent.
(t)
Lender Consents
. Each Lender shall have received all internal consents and approvals necessary for the consummation of
the transactions contemplated by this Agreement and the Security Documents.
(u)
Approvals
. Permits and third party approvals
necessary or, in the sole discretion of Agent, advisable to be obtained by a Loan Party in connection with this Agreement, the other Loan Documents and the continuing operations of the Loan Parties and their Subsidiaries and the transactions
contemplated hereby shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise
impose adverse conditions on the financing contemplated hereby.
(v)
No Material Adverse Effect
. Since December 31, 2012, no
development, event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect shall have occurred and be continuing.
(w)
Representations and Warranties
. Each of the representations and warranties made by any Loan Party in or pursuant to each Loan
Document shall be true and correct on and as of the Closing Date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties
shall be true and correct as of such earlier date.
(x)
No Default
. No Default, Event of Default or any default or event of default
under any First Lien Loan Document shall have occurred and be continuing on the Closing Date.
(y)
Due Diligence
. Agent shall have
completed a satisfactory due diligence review of the Loan Parties, including with respect to their company organization, business prospects, title to properties, tax, legal, environmental and accounting issues. The Lenders shall have completed a
satisfactory due diligence review of the Loan Parties, including its business prospects, title to its properties (including the Title Opinions relating thereto) and tax, legal and accounting issues.
(z)
Material Contracts
. The Loan Parties shall have made available to Agent a true, correct and complete copy of each Material
Contract.
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(aa)
Additional Documents
. Agent and the Lenders shall have received such other documents,
agreements, certificates and information as such Persons shall reasonably request.
4.2 Conditions to the Funding Date
. The
agreement of each Tranche B Lender to make the Tranche B Loans requested to be made by it hereunder is subject to the satisfaction, on or prior to the Funding Date, of the following conditions precedent:
(a)
Termination of Indebtedness
. Agent shall have received evidence satisfactory to Agent that simultaneously with the funding of the
Tranche B Loans, all Indebtedness of the Loan Parties (other than Indebtedness under the Loan Documents and the First Lien Loan Documents) shall be terminated and all amounts owing thereunder shall be simultaneously paid in full and arrangements
satisfactory to Agent shall have been made for the termination of Liens and security interests granted in connection with any such terminated Indebtedness.
(b)
Fees
. The Lenders and Agent shall have received all fees required to be paid and shall have reimbursed Agent and its affiliates for
all expenses incurred for which it is obligated, in each case, under any Loan Document (including reasonable fees, disbursements and other charges of counsel to Agent), on or before the Funding Date. All such amounts will be paid with proceeds of
Loans made on the Funding Date and will be reflected in the funding instructions given by Borrower to Agent on or before the Funding Date.
(c)
Representations and Warranties
. Each of the representations and warranties made by any Loan Party in or pursuant to each Loan
Document shall be true and correct on and as of the Funding Date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties
shall be true and correct as of such earlier date.
(d)
No Default
. No Default, Event of Default or any default or event of default
under any First Lien Loan Document shall have occurred and be continuing on the Funding Date or after giving effect to the extensions of credit requested to be made on the Funding Date.
(e)
Material Adverse Change
. Since the Closing Date, no development, event or circumstance that has had or would reasonably be expected
to have a Material Adverse Effect shall have occurred and be continuing.
4.3 Conditions to each Tranche A Loan after the Funding
Date
. The agreement of each Tranche A Lender to make any Tranche A Loan requested to be made by it hereunder on any date following the Funding Date is subject to the satisfaction of the following conditions precedent:
(a)
Representations and Warranties
. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan
Documents shall be true and correct on and as of such date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be
true and correct as of such earlier date.
(b)
No Default
. No Default or Event of Default shall have occurred and be continuing on
such date or after giving effect to the extensions of credit requested to be made on such date.
(c)
Material Adverse Change
. Since
the Closing Date, no development, event or circumstance that has had or would reasonably be expected to have a Material Adverse Effect shall have occurred and be continuing.
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4.4 Conditions Deemed Fulfilled
. Except to the extent that Borrower has disclosed in the
Borrowing Notice that an applicable condition specified in Section 4.1, 4.2 or 4.3, as applicable, will not be satisfied as of the Closing Date, the Funding Date or the requested time for the making of any Tranche A Loan, as applicable,
Borrower shall be deemed to have made a representation and warranty as of such time that the conditions specified in Section 4.1, 4.2 or 4.3, as applicable, have been satisfied. No such disclosure by Borrower that a condition specified in
Section 4.1, 4.2 or 4.3, as applicable, will not be satisfied as of Closing Date, the Funding Date or the requested time for the making of the requested Tranche A Loan, as applicable, shall affect the right of each Lender not to make the Loans
requested to be made by it if such condition has not been satisfied at such time.
ARTICLE V
AFFIRMATIVE COVENANTS
Each of Borrower, General Partner and Holdings hereby jointly and severally agrees that, so long as the Commitments remain in effect, or any
Loan or other amount is owing to any Lender or Agent hereunder, each of Borrower, General Partner and Holdings shall, and shall cause each of its Subsidiaries to:
5.1 Financial Statements
. Furnish to Agent and each Lender:
(a) with respect to each fiscal year of Borrower ending after the Closing Date, as soon as available, but in any event within 120 days after
the end of each fiscal year of Borrower, a copy of the audited consolidated balance sheet of Borrower and its Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting
forth in each case in comparative form the figures as of the end of and for the previous year and reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by the
Independent Accountants;
(b) as soon as available, but in any event not later than 30 days after the end of each calendar month
commencing on the month ending September 30, 2013, the unaudited consolidated balance sheets of Borrower and its Subsidiaries as at the end of such month and the related unaudited consolidated statements of income and of cash flows for such
month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, certified by a Responsible Officer as being
fairly stated in all material respects (subject to normal year-end audit adjustments);
(c) as soon as available, but in any event not
later than 30 days after the end of each month a schedule, certified by a Responsible Officer, a detail of the Capital Expenditures made by Borrower and its Subsidiaries during such month in such form and with such detail as Agent shall request,
together with a comparison to the corresponding period in the most recently delivered Projections; and
(d) such other information as
Agent or any Lender may from time to time reasonably request.
All such financial statements delivered pursuant to this Section 5.1
shall be complete and correct in all material respects and prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by the Independent
Accountants or Responsible Officer, as the case may be, and disclosed therein, and quarterly financial statements shall be subject to normal year-end audit adjustments and need not be accompanied by footnotes).
46
5.2 Collateral Reporting
. Furnish to Agent:
(a) as soon as available, but in any event within 30 days after the end of each month, a report, in form and substance reasonably satisfactory
to Agent, setting forth a statement of gross and net production and sales proceeds of all Hydrocarbons produced from the Oil and Gas Properties, together with such other information as Agent may reasonably request;
(b) as soon as available, but in any event within 30 days after the end of each quarterly period of each fiscal year, a report, in form and
substance reasonably satisfactory to Agent, setting forth as of the last Business Day of such quarterly period, a summary of the hedging positions of each Loan Party under all Hedging Agreements (including any contracts of sale which provide for
prepayment for deferred shipment or delivery of Hydrocarbons or other commodities) of each Loan Party, including the type, term, effective date, termination date and notional principal amounts or volumes, the hedged price(s), interest rate(s) or
exchange rate(s), as applicable, and any new credit support agreements relating thereto;
(c) (i) on or before March 1 of each
year, a Reserve Report prepared by the Petroleum Engineers dated as of December 31 of the previous year; (ii) promptly upon written request by Agent, a Reserve Report prepared by the Petroleum Engineers dated as of the first day of the
month during which Borrower receives such request;
provided
that, unless a Default or an Event of Default shall then be continuing, Agent may request, at Borrower’s cost and expense, no more than one additional Reserve Report during any
12-month period, with any additional requests for updated Reserve Reports during any such period to be at Agent’s cost and expense, and after the occurrence and during the continuance of a Default or Event of Default, Agent may, from time to
time, request such Reserve Reports at the sole cost and expense of Borrower, in each case together with an accompanying report on, since the date of the last Reserve Report previously delivered hereunder, Oil and Gas Property sales, Oil and Gas
Property purchases and changes in categories concerning the Oil and Gas Properties owned by the Loan Parties which have attributable to them Proved Reserves and containing information and analysis with respect to the Proved Reserves of the Loan
Parties as of the date of such report and the PV 10 Value; and (iii) together with each Reserve Report furnished pursuant to (i) or (ii), (A) any updated production history of the Proved Reserves of the Loan Parties as of such date,
(B) the lease operating expenses attributable to the Oil and Gas Properties of the Loan Parties for the prior 12-month period, (C) any other information as to the operations of Borrower and its Subsidiaries as reasonably requested by Agent
and (D) such additional data and information concerning pricing, quantities, volume of production and production imbalances from or attributable to the Oil and Gas Properties with respect thereto as Agent may reasonably request;
(d) not later than 60 days after the end of each March 31, June 30 and September 30 of each fiscal year of Borrower, a
Reserve Report prepared as of each such date, which report may be prepared by (i) the Petroleum Engineers or (ii) petroleum engineers who are employees of Borrower or Operations, together with an accompanying report on Oil and Gas Property
sales, Oil and Gas Property purchases and changes in categories since the date of the last Reserve Report previously delivered under this Agreement, both in the same form and substance as the Reserve Reports referred to in Section 5.2(c), each
such Reserve Report having been prepared by or at the direction of Borrower and (together with the related PV 10 Value calculation) having been certified in writing by the senior petroleum engineer of Borrower as to the truth and accuracy of the
historical information utilized to prepare the Reserve Report and the estimates included therein;
(e) to the extent not previously
disclosed to Agent, promptly upon the acquisition thereof, a listing of any Hydrocarbon Interests or Real Property acquired by any Loan Party at a purchase price in excess of $5,000,000 and a listing of any Intellectual Property acquired by any Loan
Party at a purchase price in excess of $1,000,000, in each case since the date of the most recent list delivered pursuant to this Section 5.2(e) (or, in the case of the first such list so delivered, since the Closing Date);
47
(f) reports, certifications, engineering studies, environmental assessments or other written
material or data requested by, and in form, scope and substance reasonably satisfactory to, Agent or the Required Lenders, in the event that Agent or the Required Lenders at any time have a reasonable basis to believe that there may be a material
violation of any Environmental Law or a condition at any Property owned, operated or leased by any Loan Party that could reasonably give rise to a Material Adverse Effect, or if an Event of Default has occurred and is continuing;
provided
that if any Loan Party fails to provide such reports, certifications, engineering studies or other written material or data within 75 days after the request of Agent or the Required Lenders, Agent shall have the right, at such Loan Party’s sole
cost and expense, to conduct such environmental assessments or investigations as may reasonably be required to enable Agent and the Required Lenders to determine whether each of the Loan Parties is in material compliance with Environmental Laws;
(g) prior to any Disposition anticipated to generate in excess of $1,000,000 in Net Cash Proceeds, at least ten days prior written notice
of such Disposition, which notice shall (i) describe such Disposition or the nature and material terms and conditions of such transaction and (ii) state the estimated Net Cash Proceeds anticipated to be received by any Loan Party;
(h) within 60 days after the Closing Date, a listing of all Oil and Gas Properties of each Loan Party and each Subsidiary, including all
contracts under which any Loan Party or Subsidiary has the right to earn, purchase or otherwise acquire an ownership or revenue interest in any Hydrocarbon Interests of any other Person, and all other Real Property and Intellectual Property of any
Loan Party or Subsidiary (in the case of Intellectual Property, limited to any individual item purchased or otherwise acquired for consideration in excess of $1,000,000), which are not, as of the Closing Date, encumbered, or purported to be
encumbered, by a Lien in favor of Agent pursuant to the Security Documents, and which list shall be updated as prescribed in Section 5.3(a);
(i) as soon as is practicable following the written request of Agent and in any event within 60 days after the end of each fiscal year,
(i) a report in form and substance satisfactory to Agent and the Lenders outlining all material insurance coverage maintained as of the date of such report by each Loan Party and the duration of such coverage and (ii) an insurance broker’s
statement that all premiums then due and payable with respect to such coverage have been paid and confirming that Agent has been named as loss payee or additional insured, as applicable;
(j) promptly after the formation of any pool or unit in accordance herewith, a conformed copy of the recorded pooling agreement, declaration
of pooling, or other instrument creating the pool or unit and, in the event any proceeding of any Governmental Authority which seeks the pooling of unitizing of all or any part of the Oil and Gas Properties is commenced, prompt written notice
thereof to Agent;
(k) upon request by Agent, such other reports and information with respect to the Oil and Gas Properties of the Loan
Parties, the other Collateral or the financial condition of the Loan Parties as may be so requested; and
(l) promptly upon receipt
thereof, deliver to Agent each Title Opinion obtained in accordance with Section 6.21.
Each delivery of a Reserve Report by Borrower
to Agent pursuant to this Agreement shall constitute a representation and warranty by Borrower to Agent and the Lenders (A) with respect to the matters referenced in Section 3.9(c), (B) that the Loan Parties own the Oil and Gas
Properties specified therein free and clear of any Liens (except Permitted Liens) and (C) that the Oil and Gas Properties are subject to an Acceptable Security Interest.
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5.3 Certificates; Other Information
. Furnish to Agent and each Lender or, in the case of
clause (d) or (j), to the relevant Lender or Agent, or in the case of clause (i), to each Lender, as applicable:
(a) concurrently
with the delivery of any financial statements pursuant to Section 5.1, (i) a Compliance Certificate of a Responsible Officer (A) stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such
period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by such Loan Party, and
that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (B) containing all information and calculations necessary for determining compliance by the Loan Parties
with the provisions of this Agreement referred to therein as of the last day of the calendar month, fiscal quarter or fiscal year of Borrower, as the case may be, (ii) in the case of monthly and annual financial statements, to the extent not
previously disclosed to Agent, in writing, an updated listing of any Oil and Gas Properties, Hydrocarbon Interests or other Real Property or Intellectual Property acquired by any Loan Party (in the case of Intellectual Property, limited to any
individual item purchased or otherwise acquired for consideration in excess of $1,000,000), or with respect to which any Loan Party shall acquire a right to earn, purchase or otherwise acquire, since the date of the most recent updated list
delivered pursuant to this clause (ii) (or, in the case of the first such list so delivered, since the Closing Date) and (iii) authorization to file any UCC financing statements or other filings specified in such Compliance Certificate as
being required to be delivered therewith;
(b) as soon as available, and in any event no later than 60 days after the end of each fiscal
quarter of Borrower, a detailed consolidated budget for the following four fiscal quarters (including a projected consolidated balance sheet of Borrower and its Subsidiaries as of the end of the following four fiscal quarters, and the related
consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), (collectively, the “
Projections
”) and, as soon
as available, significant revisions, if any, of such budget and Projections with respect to such fiscal quarters, which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based
on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; and be in a format and with such detail as Agent may request;
(c) as soon as possible and in any event within five days of obtaining knowledge thereof: (i) notice of any development, event, or
condition that, individually or in the aggregate with other developments, events or conditions that, individually or in the aggregate, could reasonably be expected to result in the payment by the Loan Parties in the aggregate, of a Material
Environmental Amount; and (ii) any notice that any Governmental Authority has taken action to or may deny any application for an Environmental Permit or other Material Permit sought by, or revoke or refuse to renew any such Permit held by any
Loan Party or operator of any Oil and Gas Property or condition approval of any such Permit on terms and conditions if the effect of any such action would have a material adverse effect on any Loan Party or operator of any Oil and Gas Property, or
to the operation of any of its businesses or any property owned, leased or otherwise operated by such Person or to the development of or production from any Oil and Gas Property;
(d) upon the request of Agent or any Lender, immediate access to all geological, engineering and related data contained in the files of any
Loan Party or readily accessible to any Loan Party relating to its Mortgaged Properties, subject to and as may be limited by any confidentiality agreements to which such Loan Party is a party or by which any such data is bound;
provided
that
upon the request of Agent, such Loan Party shall make such reasonable efforts to obtain a release from such confidentiality agreements for the purpose of providing such data to Agent;
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(e) within five Business Days after receipt thereof by any Loan Party, copies of each final
management letter, exception report or similar letter or report received by such Loan Party from its Independent Accountant;
(f) upon the
written request of Agent, copies of all Tax Returns filed by each Loan Party in respect of taxes measured by income (excluding sales, use and like taxes);
(g) (i) no later than 10 Business Days prior to the effectiveness thereof, copies of substantially final drafts of any proposed
amendment, supplement, waiver or other modification with respect to any First Lien Loan Document or any Constituent Document of any Loan Party, and (ii) promptly upon execution of any amendment, supplement, waiver or other modification
described in clause (i) above, a fully executed copy thereof;
provided
that, for the avoidance of doubt, no such amendments, supplements, waivers or modifications shall be permitted unless entered into in accordance with
Section 6.23;
(h) to the extent not included in clauses (a) through (g) above, no later than the date the same are
required to be delivered thereunder, copies of all agreements, documents or other instruments (including, (i) audited and unaudited,
pro forma
and other financial statements, reports, forecasts, and projections, together with any
required certifications thereon by independent public auditors or officers of Borrower or any of its Subsidiaries or otherwise, (ii) press releases, (iii) statements or reports furnished to any other holder of the securities of Borrower or
any of its Subsidiaries, and (iv) regular, periodic and special securities reports) that Borrower or any of its Subsidiaries is required to provide pursuant to the terms of the First Lien Loan Documents;
(i) with respect to each calendar year during this term of this Agreement, no later than January 31 of the following calendar year, a
duly completed IRS Form 1099-INT for each Lender; and
(j) promptly, such additional financial and other information as Agent or any
Lender may from time to time reasonably request.
5.4 Payment of Obligations
. Pay, discharge or otherwise satisfy at or before
maturity or before they become delinquent, as the case may be, all of its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in
conformity with GAAP with respect thereto have been provided on the books of the Loan Party obligated therefor.
5.5 Maintenance of
Existence; Compliance with Obligations, Requirements, etc
.
(a) (i) Preserve, renew and keep in full force and effect its
corporate or other existence and (ii) take all reasonable action to maintain all rights, privileges, franchises, Permits and licenses necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by
Section 6.4 and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
(b) To the extent not in conflict with this Agreement or the other Loan Documents, comply with all (i) Contractual Obligations and
Constituent Documents and (ii) Permits and Requirements of Law, and use its reasonable efforts to cause all employees, crew members, agents, contractors and subcontractors of any Loan Party to comply with all Permits and Requirements of Law as
may be necessary or appropriate to enable such Loan Party so to comply, except, in the case of Contractual Obligations, Permits and Requirements of Law, where the failure to comply could not reasonably be expected to result in a Material Adverse
Effect.
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5.6 Operation and Maintenance of Property
.
(a) Keep, preserve and maintain all Property and systems, including all improvements, personal property and equipment, useful and necessary in
its business in good working order and condition in accordance with the general practice of other businesses of similar character and size (ordinary wear and tear excepted) and make all necessary repairs, renewals and replacements so that its
business may be property conducted at all times.
(b) Keep and continue all material leases, estates and interests constituting Oil and
Gas Properties and all contracts and agreements relating thereto in full force and effect in accordance with the terms thereof and not permit the same to lapse or otherwise become impaired for failure to comply with the obligations thereof, whether
express or implied;
provided
that this provision shall not prevent any Loan Party from abandoning and releasing any such leases upon their termination as the result of cessation of production in paying quantities that did not result from the
failure of any Loan Party to maintain such production as a reasonably prudent operator.
(c) To the extent that the Oil and Gas Properties
are operated by any Loan Party, act as a prudent operator in an effort to identify and prevent the occurrence of any drainage of Hydrocarbons from the Oil and Gas Properties and carry out all such operations as would a reasonable and prudent
operator in accordance with standard industry practices; and, to the extent that the Oil and Gas Properties are not operated by any Loan Party, utilize the property and contractual rights of each Loan Party as a prudent owner in an effort to
identify and prevent the occurrence of any drainage of Hydrocarbons from the Oil and Gas Properties and to cause the reasonable and prudent operation thereof in accordance with standard industry practices.
(d) Promptly pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all rentals, royalties, expenses
and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties or other material Properties and will do all other things necessary to keep unimpaired their rights with respect thereto and prevent
any forfeiture thereof or default thereunder.
(e) Promptly perform or make reasonable and customary efforts to cause to be performed, in
accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Properties.
(f) To the extent any Loan Party is not the operator of any Oil and Gas Properties or other material Properties, use its best efforts to cause
the operator to comply with this Section 5.6.
5.7 Insurance.
(a) Maintain with financially sound and reputable insurance companies insurance on all its Property meeting the requirements of the Guarantee
and Security Agreement and in at least such amounts and against at least such risks (but including in any event general liability) as are usually insured against in the same general area by companies engaged in the same or a similar business, with
such deductibles as are reasonably acceptable to Agent.
(b) Name Agent, for the ratable benefit of the Secured Parties, as “loss
payee” under its casualty loss policies and Agent as “additional insured” on its comprehensive and general liability and cause all such casualty loss policies to be reasonably satisfactory to Agent in all respects and provide that
they shall not be canceled, amended or changed without at least 30 days’ (ten days for nonpayment) written notice to Agent, it being understood, however, that, so long as no Event of Default has occurred and is continuing, Net Cash Proceeds of
any insurance policies shall be applied in accordance with Sections 2.7 and 2.9.
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(c) Renew all insurance policies referred to in this Section 5.7 on terms no less favorable
to Agent for the ratable benefit of the Secured Parties during the term of this Agreement and cause any substitute underwriter to be, in Borrower’s reasonable opinion, as financially sound as Borrower’s existing underwriters.
5.8 Inspection of Property; Books and Records; Discussions
.
(a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall
be made of all dealings and transactions in relation to its business and activities.
(b) Permit Agent and the Lenders, or any agents or
representatives thereof, from time to time during Borrower’s normal business hours, as often as may be reasonably requested and upon two Business Days’ notice (except that, during the continuance of an Event of Default, no such notice
shall be required) to (i) go upon, examine, inspect and remain on the Properties of any Loan Party, (ii) during any such visit, inspect and verify the amount, character and condition of any of the Property of any Loan Party,
(iii) during any such visit, examine and, at Borrower’s cost and expense, make copies of and abstracts from the records and books of account of any Loan Party, and (iv) discuss the affairs, finances and accounts of any Loan Party with
any of their respective officers, directors, employees, Independent Accountants or Petroleum Engineers, it being understood that, except as otherwise stated in clause (iii) above, Agent and each Lender will pay the costs and expenses incurred
by it in exercising its rights under this Section 5.8(b);
provided
that after the occurrence and during the continuation of an Event of Default, Borrower shall reimburse Agent and each Lender promptly after a request therefor for the
reasonable costs and expenses incurred by it in connection with the exercise of its rights under this Section 5.8(b).
(c) Authorize
the Independent Accountants of Borrower to disclose to Agent or any Lender any and all financial statements and other information of any kind, as Agent or any Lender reasonably requests, from Borrower and which the Independent Accountants may have
with respect to the business, financial condition, results of operations or other affairs of any Loan Party.
5.9 Notices
.
Promptly, and in any event within three Business Days after any Loan Party’s knowledge thereof, give notice to Agent and each Lender of:
(a) the occurrence of any Default or Event of Default;
(b) any (i) default or event of default (or alleged default) under any Contractual Obligation of any Loan Party or (ii) litigation,
investigation or proceeding which may exist at any time between any Loan Party and any Governmental Authority, that in case of clause (i) or (ii), if not cured or if adversely determined, as the case may be, could reasonably be expected to have
a Material Adverse Effect;
(c) any litigation or proceeding affecting any Loan Party in which the damages claimed are not covered by
insurance is reasonably expected to be $1,000,000 or more or in which injunctive or similar relief is sought or, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(d) any development or event that has had or could reasonably be expected to have a Material Adverse Effect; and
52
(e) the audit or examination of any Tax Return by any Governmental Authority, the receipt by any
Loan Party of notice of any such audit or examination or the assertion of any claim for taxes against any Loan Party by any Governmental Authority.
Each
notice pursuant to this Section 5.9 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action any Loan Party proposes to take with respect thereto.
5.10 Environmental Laws
.
(a) Comply in all material respects with, and ensure compliance in all material respects at any Property owned, leased or operated by any Loan
Party by all tenants, subtenants, lessees, sub-lessees, farmoutees, operators and contractors, if any, with, all applicable Environmental Laws and Environmental Permits, and obtain and comply in all material respects with and maintain, and ensure
that all tenants, subtenants, lessees, sub-lessees, farmoutees, operators and contractors obtain and comply in all material respects with and maintain, any and all Environmental Permits required by applicable Environmental Laws with respect to any
Property owned, leased or operated by any Loan Party.
(b) Conduct and complete all investigations, studies, sampling and testing, and all
reporting, investigative, remedial, removal and other actions required under Environmental Laws as a result of a release of or the discovery of Materials of Environmental Concern, and promptly comply in all material respects with all lawful orders
and directives of all Governmental Authorities regarding Environmental Laws.
(c) As soon as available, and in any case within five
Business Days prior to the closing of any acquisition of Oil and Gas Properties by a Loan Party for which Borrower reasonably believes that liability of any Loan Party for environmental remediation potentially associated with the ownership or
operation of all such Oil and Gas Properties (exclusive of usual and customary platform maintenance, refurbishment and abandonment obligations) is expected to exceed a Material Environmental Amount, deliver to Agent an environmental report covering
such Oil and Gas Properties to be acquired, in form and substance reasonably satisfactory to Agent and the Required Lenders.
(d)
Promptly, but in no event later than five days after the occurrence of a triggering event, notify Agent in writing of any threatened action, investigation or inquiry by any Governmental Authority or any demand or threatened lawsuit by any landowner
or other third party against any Loan Party or its Properties of which any Loan Party has knowledge in connection with any Environmental Laws (excluding routine testing and corrective action) if such Loan Party reasonably anticipates that such
action may result in liability (whether individually or in the aggregate) in excess of $1,000,000.
(e) Establish and implement such
procedures as may be necessary to continuously determine and assure that the obligations of each Loan Party under this Section 5.10 are timely and fully satisfied.
5.11 Commodity Price Protection
.
(a) Upon the request of the Required Lenders, the Loan Parties shall enter into and maintain Hedging Agreements (consisting of swaps, costless
collars, put options or a combination of all three, at Borrower’s discretion) that (i) are for not more than 80% of the Projected Product ion, measured at the time of entry into such Hedging Agreement, of Borrower’s and its
Subsidiaries’ aggregate Projected Production anticipated to be sold in the ordinary course of such Persons’ business and having minimum floor prices that are acceptable to Agent in its sole discretion and (ii) comply with
Section 6.16.
53
(b) Provide Agent a copy of each Hedging Agreement confirmation provided to any Loan Party as
soon as practicable, but in any event within five Business Days after the execution thereof. On or before March 1 and September 1 of each year after December 31, 2013, provide to Agent true, correct and complete copies, certified as
such by a Responsible Officer of Borrower, of all Hedging Agreements and related confirmations to which any Loan Party is a party.
5.12 Collateral Matters
.
(a) At all times, Borrower shall, and shall cause each other Loan Party to grant to Agent an Acceptable Security Interest in all Oil and Gas
Properties.
(b) With respect to any Oil and Gas Property or other Property acquired (including any interest of a Loan Party in Oil and
Gas Properties acquired as the result of the formation of any pool or unit in accordance with Section 6.19) after the Closing Date by any Loan Party as to which Agent, for the benefit of the Secured Parties, does not have an Acceptable Security
Interest (other than any Real Property not constituting an Oil and Gas Property), promptly, and in any event within 30 days, (i) execute and deliver to Agent such Security Documents or amendments to Security Documents and take all actions,
including without limitation, the filing of any financing statements or Mortgages, as Agent deems necessary or advisable to grant to Agent, for the benefit of the Secured Parties, an Acceptable Security Interest in such Property, and (ii) if
such Property includes Oil and Gas Properties having any Proved Reserves, deliver to Agent Title Opinions and such other legal opinions relating to the matters described in clause (i) immediately preceding as Agent may reasonably request, which
opinions shall be in form and substance, and from counsel, reasonably satisfactory to Agent;
provided
that unless a Property is acquired for a purchase price or other consideration in excess of $1,000,000, Borrower shall not be required to
take the actions specified in this Section 5.12(b) prior to the end of the fiscal quarter in which the acquisition occurs, or if earlier, the date at which the cumulative amount of purchase price or other consideration for all Property acquired
in such quarter equals or exceeds $1,000,000, at which time all Property theretofore acquired and not previously made subject to a Lien in favor of Agent shall be made so subject.
(c) With respect to any fee interest in any Real Property (other than Oil and Gas Property) acquired after the Closing Date by any Loan Party
(other than any such real property acquired for an aggregate consideration valued at less than $1,000,000), promptly (i) execute and deliver a first priority Mortgage (subject only to Permitted Liens) in favor of Agent, for the benefit of the
Secured Parties, covering such real property and designating thereon the appropriate recording office, (ii) if requested by Agent, provide Agent with (A) title and extended coverage insurance covering such real property in an amount at
least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by Agent) as well as a current ALTA or ALTAX survey thereof, together with a surveyor’s certificate, (B) any consents or
estoppels reasonably deemed necessary or advisable by Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to Agent and (C) if requested by Agent, deliver to Agent legal opinions relating
to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to Agent.
(d)
With respect to any new Subsidiary created or acquired by any Loan Party or otherwise becoming a Subsidiary after the Closing Date, concurrently with such creation, acquisition or becoming a Subsidiary, (i) execute and deliver to Agent such
Security Documents or amendments to Security Documents as Agent deems necessary or advisable to grant to Agent, for the benefit of the Secured Parties, a perfected first priority Lien and security interest in the Capital Stock of such new Subsidiary
that is owned by any Loan Party (subject only to Permitted Liens in favor of the First Lien Lender), (ii) deliver to Agent (A) the certificates (if any) representing such Capital Stock, together with undated powers, in blank, executed and
delivered by a duly authorized officer of the Loan Party owning such Capital Stock and (B) in the case of a Subsidiary whose Capital Stock is a security that is not evidenced
54
by certificates, an Instructions Agreement, substantially in the form of Annex A to the Guarantee and Security Agreement, duly executed by such Subsidiary and each Loan Party owning such Capital
Stock, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Security Agreement and any other applicable Security Documents (including Mortgages and Deposit Account Control Agreements) and (B) to take such other
actions as are necessary or advisable to grant to Agent for the benefit of the Secured Parties a perfected first priority Lien and security interest in the Collateral described in the Guarantee and Security Agreement with respect to such new
Subsidiary and, pursuant to Mortgages and Deposit Account Control Agreements, all Oil and Gas Properties and bank accounts owned by such Subsidiary, subject in each case only to Permitted Liens (or, in the case of Collateral consisting of Capital
Stock, the Permitted Liens in favor of the First Lien Lender), including the execution and delivery by all necessary third parties of any Deposit Account Control Agreements and Mortgages, the filing of UCC financing statements in such jurisdictions
as may be required by the Guarantee and Security Agreement or by law, the filing of any Mortgages in appropriate filing offices and the making of any other filings required by law or as may be requested by Agent, and (iv) if requested by Agent,
deliver to Agent legal opinions (including Title Opinions) relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to Agent.
(e) Notwithstanding that, by the terms of the various Security Documents, the Loan Parties are and will be assigning to Agent and the Lenders
all of the net proceeds of production from the Mortgaged Properties covered by such Security Documents, so long as no Event of Default has occurred, the Loan Parties may continue to receive from the purchasers of such production all such proceeds,
subject, however, to the Liens created under the Security Documents, which Liens are hereby affirmed and ratified. Upon the occurrence and during the continuation of an Event of Default, Agent and Lenders may exercise all rights and remedies granted
under the Loan Documents subject to the terms thereof, including the right to obtain possession of all proceeds of production from such Mortgaged Properties then held by such Loan Parties or to receive directly from the purchasers of production all
other proceeds of production. In no case shall any failure, whether intentioned or inadvertent, by Agent or Lenders to collect directly any such proceeds of production from the Mortgaged Properties constitute in any way a waiver, remission or
release of any of their rights under the Security Documents, nor shall any release of any proceeds of production from any Oil and Gas Properties by Agent or Lenders to any Loan Parties constitute a waiver, remission, or release of any other proceeds
of production from any Oil and Gas Properties or of any rights of Agent or Lenders to collect other proceeds of production from the Oil and Gas Properties thereafter.
5.13 Title Matters
.
(a)
Take such actions and execute and deliver such documents and instruments as Agent may require to ensure that Agent shall, at all times, have received title reviews or, upon the request of Agent, supplemental or new Title Opinions, in each case in
form and substance satisfactory to Agent in its sole discretion and reflecting that Agent has an Acceptable Security Interest in all Oil and Gas Properties.
(b) Within 30 days after (i) a request by Agent or the Lenders to cure any title defects or exceptions which are not Permitted Liens or
(ii) a notice by Agent that Borrower has failed to comply with this Section, (A) cure such title defects or exceptions which are not Permitted Liens and (B) deliver to Agent title evidence (including supplemental or new Title Opinions
meeting the foregoing requirements), in form and substance acceptable to Agent in its sole discretion, as to the Loan Parties’ ownership of such Oil and Gas Properties and the Secured Parties’ Liens and security interests therein as are
required to maintain compliance with this Section.
5.14 Use of Proceeds
. Use the proceeds of the Loans only for the purposes
specified in Section 3.18.
55
5.15 Accounts
. Maintain each bank account of the Loan Parties with a bank or financial
institution acceptable to the Agent and subject to the terms Intercreditor Agreement, at all times after the Closing Date, subject to a Deposit Account Control Agreement.
5.16 Patriot Act Compliance
. Provide such information and take such actions as are reasonably required by Agent or any Lender in order
to assist Agent and Lenders with compliance with the Patriot Act.
5.17 Further Assurances
.
(a) From time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and
take all such actions, as Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of more fully perfecting or renewing the rights of Agent and the Lenders with
respect to the Collateral (or with respect to any additions thereto or replacements or proceeds or products thereof or with respect to any other Property hereafter acquired by any Loan Party, which may be deemed to be part of the Collateral)
pursuant hereto or thereto.
(b) Upon the exercise by Agent or any Lender of any power, right, privilege or remedy pursuant to this
Agreement or the other Loan Documents which requires any consent, approval, recording, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certifications,
instruments and other documents and papers that Agent or such Lender may be required to obtain from any Loan Party or any Subsidiary for such governmental consent, approval, recording, qualification or authorization.
(c) Preserve and protect the Lien status of each respective Mortgage and, if any Lien (other than unrecorded Liens permitted under
Section 6.3 that arise by operation of law is asserted against a Mortgaged Property, promptly and at its expense, give Agent a detailed written notice of such Lien and pay the underlying claim in full or take such other action so as to cause it
to be released or bonded over in a manner satisfactory to Agent.
ARTICLE VI
NEGATIVE COVENANTS
Each
of Borrower, General Partner and Holdings hereby jointly and severally agrees that, so long as the Commitments remain in effect, any Loan or other amount is owing to any Lender or Agent hereunder, each of Borrower, General Partner and Holdings shall
not, and shall not permit any of its Subsidiaries to, directly or indirectly:
6.1 Financial Condition Covenants
.
(a)
Consolidated Current Ratio
. As of the last day of any fiscal quarter of Borrower ending on or after the Closing Date, permit the
Consolidated Current Ratio to be less than, 1.00:1.00.
(b)
Consolidated Leverage Ratio
. At any time on or after December 31,
2013, permit the Consolidated Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of Borrower (or, if less, the number of full fiscal quarters subsequent to the Closing Date) to exceed
|
|
|
|
|
Fiscal Quarter End
|
|
Consolidated Leverage Ratio
|
|
|
|
|
December 31, 2013
|
|
4.50:1.00
|
|
|
|
|
March 31, 2014
|
|
4.00:1.00
|
|
|
|
|
June 30, 2014
|
|
4.00:1.00
|
|
|
|
|
September 30, 2014 and thereafter
|
|
3.50:1.00
|
56
provided
that for the purposes of determining the ratio described above for the fiscal quarters of
Borrower ending December 31, 2013 and March 31, 2014 Consolidated EBITDA shall be deemed to equal Consolidated EBITDA for the six or nine-month period then ending, as applicable, multiplied by 2 and 4/3, respectively.
(c)
Consolidated Cash Interest Coverage Ratio
. At any time on or after the Closing Date, permit the Consolidated Cash Interest Coverage
Ratio for any period of four consecutive fiscal quarters of Borrower (or, if less, the number of full fiscal quarters subsequent to the Closing Date) to be less than 2.50:1.00;
provided
that for the purposes of determining the ratio described
above for the fiscal quarters of Borrower ending December 31, 2013 and March 31, 2014 Consolidated EBITDA and Consolidated Cash Interest Expense for the relevant period shall be deemed to equal Consolidated EBITDA or Consolidated Cash
Interest Expense, as applicable, for the six or nine-month period then ending, as applicable, multiplied by 2 and 4/3, respectively.
6.2 Indebtedness
. Create, incur, assume, issue, guaranty or suffer to exist any Indebtedness, except for the following
(“
Permitted Indebtedness
”):
(a) Indebtedness of any Loan Party pursuant to any Loan Document;
(b) Indebtedness of Borrower in respect of the First Lien Credit Agreement and any guarantees thereof and any refinancing of such Indebtedness
permitted under the Intercreditor Agreement; provided that the aggregate principal amount of such Indebtedness (including the First Lien Obligations as so refinanced but excluding, in any event, obligations arising under Secured Swap Agreements (as
defined in the First Lien Credit Agreement as in effect on the Closing Date)) may not exceed $225,000,000;
(c) Indebtedness of Borrower
to any Subsidiary Guarantor and of any Wholly Owned Subsidiary Guarantor to Borrower or any other Subsidiary Guarantor;
provided
that such Indebtedness is expressly subordinated at all times to the Indebtedness under the Loan Documents
pursuant to the terms of the Guarantee and Security Agreement;
(d) Guarantee Obligations made in the ordinary course of business by
Borrower or any of its Subsidiaries of obligations of Borrower or any Subsidiary Guarantor;
provided
that such Guarantee Obligations shall be subordinated to the Indebtedness under the under the Loan Documents to the extent that the
underlying Indebtedness that is being guaranteed is required to be subordinated to the Indebtedness under the Loan Documents pursuant to this Section 6.2;
(e) Indebtedness under any Hedging Agreement permitted pursuant to Section 6.16;
(f) unsecured current accounts payable incurred in the ordinary course of business which are (i) outstanding for not more than 90 days
past the original invoice or billing date thereof or (ii) being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
57
(g) amounts owed by Borrower or any Subsidiary to operators of Hydrocarbon Interests under joint
operating agreements, pooling or unitization agreements or similar contractual arrangements arising in the ordinary course of the business of Borrower or its Subsidiaries to secure amounts owing, which amounts are not more than 90 days past due and
in excess of $150,000 or are being contested in good faith by appropriate proceedings if such reserves as may be required by GAAP shall have been made therefor;
(h) extensions of credit from suppliers or contractors who are not Affiliates of Borrower for the performance of labor or services or the
provision of supplies or materials under applicable contracts or agreements in connection with Borrower’s or any Subsidiary’s oil and gas exploration and development activities, which are not more than 90 days overdue or are being
contested in good faith by appropriate proceedings, if such reserves as may be required by GAAP shall have been made therefor;
(i)
obligations for ad valorem, severance and other taxes payable that are not overdue;
(j) accrued FAS 143 asset retirement obligations; and
(k) capital and equipment leases in an aggregate principal amount not to exceed $10,000,000.
6.3 Liens
. Create, incur, assume
or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except for:
(a) So long as such Liens are
subject to the Intercreditor Agreement, Liens securing the First Lien Obligations;
(b) Liens for taxes not yet due or which are being
contested in good faith by appropriate proceedings,
provided
that adequate reserves with respect thereto are maintained on the books of the applicable Loan Party in conformity with GAAP;
(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary
course of business which are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings and for which adequate reserves with respect thereto are maintained in the books of the applicable Loan
Party in conformity with GAAP;
provided
that at no time shall such sums being contested exceed in the aggregate $10,000,000;
(d)
pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation;
(e)
deposits by or on behalf of Borrower or any of its Subsidiaries to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, plugging and abandoning surety and appeal bonds, performance bonds and
other obligations of a like nature incurred in the ordinary course of business;
(f) encumbrances consisting of easements, restrictions,
servitudes, permits, conditions, covenants, exceptions or reservations in any Property of Borrower or any of its Subsidiaries for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas,
oil, coal or other minerals and other like purposes, that, do not secure Indebtedness or other monetary obligations and, in the aggregate, are not substantial in amount and do not materially impairs the use of such property by any Loan Party in the
operation of its business and which do not in any case materially detract from the value of the Property subject thereto are or would be violated in any material respect by existing or proposed operations of any Loan Party;
58
(g) Liens in existence on the date hereof listed on
Schedule 6.3(g)
;
provided
that
no such Lien is spread to cover any additional Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) the interest or title of a lessor under any lease entered into by Borrower or any of its Subsidiaries in the ordinary course of its
business and covering only the assets so leased;
(j) Liens under joint operating agreements, pooling or unitization agreements or similar
contractual arrangements arising in the ordinary course of the business of Borrower or its Subsidiaries to secure amounts owing, which amounts are not more than 90 days past due or are being contested in good faith by appropriate proceedings if such
reserves as may be required by GAAP shall have been made therefore, and preferential rights to purchase and similar contractual provisions affecting an Oil and Gas Property;
(k) all lessors’ royalties (and Liens to secure the payment thereof), overriding royalties, net profits interests, carried interests,
production payments, reversionary interests and other burdens on or deductions from the proceeds of production with respect to each Oil and Gas Property (in each case) that do not operate to reduce the net revenue interest for such Oil and Gas
Property (if any) as reflected in any Mortgage or the most recently delivered Reserve Report or increase the working interest for such Oil and Gas Property (if any) as reflected in any Mortgage or the most recently delivered Reserve Report without a
corresponding increase in the corresponding net revenue interest;
(l) Liens under any oil and gas leases, farm-out agreements, production
sales contracts, division orders, contracts for sale, operating agreements, area of mutual interest agreements, production handling agreements, joint venture agreements, oil and gas partnership agreements, unitization and pooling declarations and
agreements, transportation agreements, marketing agreements, processing agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements,
seismic or other geophysical permits or agreements in each case to the extent the same (i) are ordinary and customary to the oil, gas and other mineral exploration, development, processing or extraction business, (ii) do not otherwise
cause any other express representation or warranty of any Loan Party in any of the Loan Documents to be untrue, (iii) do not operate to reduce the net revenue interest for such Oil and Gas Property (if any) as reflected in any Mortgage or the
most recently delivered Reserve Report, or increase the working interest for such Oil and Gas Property (if any) as reflected in any Mortgage or the most recently delivered Reserve Report without a corresponding increase in the corresponding net
revenue interest, and (iv) secure obligations that are not delinquent and do not in any case materially detract from the value of the Oil and Gas Property subject thereto;
(m) Liens not securing Indebtedness arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights
of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution,
provided
that no such deposit account is a dedicated cash collateral account or is subject to
restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account is intended by any Loan Party to provide collateral to the depository institution; and
(n) Liens securing a capital or equipment lease of Borrower or any of its Subsidiaries permitted pursuant to Section 6.2(k),
provided
that such Liens do not at any time encumber any Property other than the Property subject to such capital and equipment lease.
59
6.4 Fundamental Changes
. Enter into any merger, consolidation, restructuring,
recapitalization, reorganization or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), Dispose of all or substantially all of its Property or business or amend, modify or otherwise change its name,
jurisdiction of organization, organizational number, identification number or FEIN, except that, if no Default shall have occurred and be continuing:
(a) any Subsidiary of Borrower may be merged or consolidated with or into Borrower (
provided
that Borrower shall be the continuing or
surviving entity) or with or into any Wholly Owned Subsidiary Guarantor (
provided
that (i) such Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or
surviving entity shall become a Subsidiary Guarantor and Borrower shall comply with Section 5.12 in connection therewith);
(b)
Borrower may consolidate with Holdings to effectuate an IPO;
provided
that (i) such consolidation has been authorized in accordance with terms set forth in the First Lien Credit Agreement, (ii) the survivor of such consolidation
(“
Successor Borrower
”) shall expressly assume all obligations under this Agreement and the other Loan Documents, and each mortgagor, pledgor, grantor, guarantor or other obligor under the Loan Documents shall expressly ratify and
confirm its obligations under the Loan Documents, in each case, pursuant to documentation in form and substance satisfactory to Agent, (iii) Agent shall have received such other agreements (including amendments or amendments and restatements of
the Loan Documents), instruments, certificates, legal opinions and other documents as it may reasonably request to ensure the continued enforceability of the Loan Documents, the validity and continued perfection of all Liens under the Loan
Documents, the assumption, confirmation and ratification of all obligations of the Successor Borrower and the other obligors under the Loan Documents, and otherwise in connection with the consolidation, the IPO and the transactions contemplated
thereby and (iv) the Successor Borrower shall be in pro forma compliance with the covenants contained in Section 6.1;
(c) any
Subsidiary of Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Borrower or any Wholly Owned Subsidiary Guarantor;
(d) the Capital Stock of any Subsidiary may be transferred to Borrower or any other Wholly-Owned Subsidiary Guarantor; and
(e) Borrower or any Subsidiary may amend, modify or otherwise change its name, jurisdiction of organization, organizational number,
identification number or FEIN in accordance with and to the extent permitted by Section 5.6 of the Guarantee and Security Agreement.
6.5 Disposition of Property
. Dispose of any of its Property (including, receivables and leasehold interests), whether now owned or
hereafter acquired, or, in the case of any Subsidiary of Holdings, issue or sell any shares of such Subsidiary’s Capital Stock (including pursuant to any merger, consolidation, restructuring, recapitalization, reorganization or amalgamation) to
any Person, except:
(a) Dispositions of obsolete or worn out property in the ordinary course of business;
(b) Dispositions permitted by Section 6.4(b);
(c) the sale or issuance of any Subsidiary’s Capital Stock to Borrower or any Wholly Owned Subsidiary Guarantor;
(d) the sale of inventory (as defined under GAAP, including Hydrocarbons sold as produced) which is sold in the ordinary course of
business on ordinary trade terms;
provided
that no Contract for the sale of Hydrocarbons shall obligate Borrower or any of its Subsidiaries to deliver Hydrocarbons at a future date without receiving full payment therefor within 90 days after
delivery;
60
(e) Dispositions of claims against customers, working interest owners, other industry partners or
any other Person in connection with workouts or bankruptcy, insolvency or other similar proceedings with respect thereto;
(f)
Dispositions of funds collected for the beneficial interest of, or of the interests owned by, royalty, overriding royalty or working interest owners;
(g) any Casualty Recovery Event,
provided
that the proceeds thereof are applied to one or more Qualified Investments; and
(h) Dispositions of Hydrocarbon Interests in any 12-month period not to exceed, in the aggregate, 6% of the PV 10 Value of Borrower’s Oil
and Gas Properties as set forth in the Reserve Report most recently delivered pursuant to Section 5.2(c)(i);
provided
(i) such Dispositions are for the fair market value thereof and the consideration received in such Disposition is
cash and (ii) the proceeds thereof are applied to one or more Qualified Investments or to prepay the Loans in accordance with Section 2.7(c).
6.6 Restricted Payments
. Declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Loan Party, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or
indirectly, whether in cash or property or in obligations of any Loan Party, or make or offer to make any payment or prepayment of principal, premium (if any), interest, fees (including fees to obtain any waiver or consent) or other charges on, or
effect any repurchase, redemption, purchase, retirement, defeasance, sinking fund or similar payment with respect to, any Indebtedness (other than the Obligations) of any Loan Party (the payments or other transactions described in this
Section 6.6 collectively, “
Restricted Payments
”), except that:
(a) any Subsidiary may make Restricted
Payments to Borrower or any Subsidiary Guarantor
(b) any Loan Party may make dividends or distributions on its Capital Stock to any other
Loan Party; and
(c) provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom,
Borrower or any Subsidiary Guarantor may prepay Capital Leases or purchase money financing comprising Permitted Indebtedness upon the sale or exchange of the equipment subject thereto.
6.7 Investments
. Make any Investment, except:
(a) extensions of trade credit and advances to non-operators under operating agreements in the ordinary course of business;
(b) Investments in Cash Equivalents;
(c) Investments arising in connection with the incurrence of Indebtedness permitted by Section 6.2(b) or Section 6.2(d);
(d) Qualified Investments made by Borrower or any Wholly Owned Subsidiary Guarantor;
61
(e) Investments by any Loan Party in any other Loan Party;
(f) Investments in SPS not to exceed $1,000,000 in the aggregate in any 12-month period;
(g) Hedging Agreements permitted by Section 6.16;
(h) Capital Expenditures in the ordinary course of business (other than Investments in the Capital Stock or Indebtedness of any Person); and
(i) Investments received by Borrower or any Subsidiary in connection with workouts with, or bankruptcy, insolvency or other similar
proceedings with respect to, customers, working interest owners, other industry partners or any other Person.
6.8 Transactions with
Affiliates
. Enter into any transaction, including, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than any Loan Party), except
(a) transactions otherwise permitted under this Agreement, which are in the ordinary course of business of the Loan Party that is party to such transaction and upon fair and reasonable terms no less favorable to such Loan Party than it would
obtain in a comparable arm’s length transaction with a Person that is not an Affiliate and (b) any payment with respect to general administrative expenses of the Loan Parties as set forth in the consolidated statements of income and cash
flows of Borrower prepared in accordance with GAAP.
6.9 Sales and Leasebacks
. Enter into any Sale and Leaseback Transaction.
6.10 Changes in Fiscal Periods
. Permit the fiscal year of any Loan Party to end on a day other than December 31 or change the
method of determining its fiscal year for any Loan Party.
6.11 Negative Pledge Clauses
. Enter into or suffer to exist or become
effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the
case of any Guarantor, its obligations under the Guarantee and Security Agreement, other than (a) this Agreement and the other Loan Documents and (b) in the case of Borrower or any Subsidiary Guarantor any agreements governing any purchase
money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby).
6.12 Restrictions on Subsidiary Distributions
. Enter into or suffer to exist or become effective any consensual encumbrance or
restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, any Loan Party, (b) make Investments in any Loan Party
or (c) transfer any of its assets to any Loan Party, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and the First Lien Loan Documents and (ii) any
restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.
6.13 Lines of Business
. Enter into any business, either directly or through any Subsidiary, except for the development, production and
sale of Hydrocarbons in the Permian Basin (including, for the avoidance of doubt, interests of the Loan Parties existing on the Closing Date in Reeves and Pecos Counties, Texas, in the Delaware Basin) and activities reasonably incidental or relating
thereto.
62
6.14 ERISA Plans
. No Loan Party shall adopt or otherwise maintain any ERISA Plan nor
become a “commonly controlled entity” within any other Person within the meaning of Section 4001 of ERISA or part of a group that is treated as a single employer under Section 414 of the Code.
6.15 Activities of Holdings and the General Partner
. In the case of each of Holdings and the General Partner, notwithstanding anything
to the contrary in this Agreement or any other Loan Document, (a) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to its ownership of the
Capital Stock of Borrower, (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (i) nonconsensual obligations imposed by operation of law, (ii) pursuant to the Loan
Documents and First Lien Loan Documents to which it is a party and (iii) obligations with respect to its Capital Stock, or (c) own, lease, manage or otherwise operate any properties or assets (including cash and Cash Equivalents) other
than the ownership of the Capital Stock of Borrower.
6.16 Hedging Agreements
. Enter into, or suffer to exist, any Hedging
Agreement other than:
(a) Hedging Agreements with Approved Counterparties entered into in the ordinary course with respect to oil or gas
expected to be produced by Loan Parties and not for speculative purposes,
provided
that at all times: (i) no such Hedging Agreement fixes a price for a period later than 60 months after such contract is entered into, (ii) the
aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed (A) for the first 24 months following the date of entry into such Hedging Agreement, 85% and (B) for the next 36 months
thereafter, 65%, in each case, of the Loan Parties’ aggregate Projected Production anticipated to be sold in the ordinary course of such Persons’ business, in each case measured at the time of entry into such Hedging Agreement, and
(iii) except for the Collateral under either the First Lien Loan Documents or the Security Documents, no such contract requires any Loan Party to put up money, assets, or other security thereunder at any time other than the initial option
premiums paid in connection therewith; and
(b) contracts entered into by a Loan Party for the purpose and effect of fixing interest rates
on a principal amount of the Indebtedness of such Loan Party which are on terms and subject to conditions, and with respect to an aggregate notional amount, acceptable to Agent.
6.17 New Subsidiaries
. Acquire, form, incorporate or organize any Subsidiary or permit to exist any Subsidiary (i) having any
Capital Stock that is not wholly owned by Borrower directly or through other Wholly-Owned Subsidiaries or (ii) that is not a Guarantor.
6.18 Use of Proceeds
. Use or permit the use of all or any portion of the proceeds of the Loans for any purpose other than for the
purposes described in Section 3.18.
6.19 Pooling and Unitization
. Voluntarily pool or unitize all or any material part of
their Oil and Gas Properties where the pooling or unitization would result in the diminution of any Loan Party’s net revenue interest in production from the pooled or unitized lands, except where any such pooling or unitization would increase
the PV 10 Value of the associated Oil and Gas Property compared to the pre-unitized PV 10 Value unless the failure to pool or unitize such Oil and Gas Properties would not be consistent with prudent industry practices.
6.20 New Bank Accounts
. Open or otherwise establish, or deposit or otherwise transfer funds into, any bank account (other than the bank
accounts listed on
Schedule 3.28
) in the name or otherwise for the benefit of Holdings, Borrower or any Subsidiary unless Agent shall have received a Deposit Account Control Agreement, executed and delivered by Borrower and the bank or other
financial institution at which such account is maintained.
63
6.21 Title Opinions; Drilling
. Commence or continue drilling operations on any well
without obtaining a Title Opinion (and curing any title defects therein that are not Permitted Liens to the satisfaction of Agent) with respect to such well which is delivered to Agent no less than 15 days (or, if reasonably required, such lesser
period of time as Agent shall agree) prior to the commencement of drilling operations with respect to such well.
6.22 Gas Imbalances,
Take-or-Pay or Other Prepayments.
Allow Gas Imbalances, take-or-pay or other prepayments with respect to the Oil and Gas Properties of any Loan Party or any Subsidiary which would require such Loan Party or Subsidiary to deliver their respective
Hydrocarbons produced on a monthly basis from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor other than Gas Imbalances, take-or-pay or other prepayments incurred in the ordinary course of
business and which Gas Imbalances, take-or-pay, or other prepayments and balancing rights, in the aggregate, do not result in such Loan Party or Subsidiary having net aggregate liability at any time in excess of an amount equal to 2% of the Oil and
Gas Properties that are designated Proved Developed Producing Reserves in the most recently delivered Reserve Report.
6.23 Amendments
to Certain Documents and Agreements
.
(a) Amend, modify or otherwise change, or consent or agree to any amendment, modification,
waiver or other change to, any of the terms of the First Lien Credit Agreement or the other First Lien Loan Documents (other than any such amendment, modification, waiver or other change that is expressly permitted by the Intercreditor Agreement).
(b) Amend, modify or otherwise change in a manner materially adverse to the Lenders, or consent or agree to any amendment, modification
or other change that is materially adverse to the Lenders, in each case, with respect to any of the terms of any joint operating agreements, pooling or unitization agreements or similar contractual arrangements relating to the development and
operation of their Oil and Gas Properties.
(c) Amend, modify or otherwise change, or permit any amendment, modification or other change
to (pursuant to a waiver or otherwise), any Constituent Documents (including by the filing or modification of any certificate of designation, or any agreement or arrangement (including any shareholders’ agreement) entered into, with respect to
any of its Capital Stock), or enter into any new agreement with respect to any of its Capital Stock, except any such amendments, modifications or changes or any such agreements or arrangements that do not adversely affect any right, privilege or
interest of Agent or the Lenders under the Loan Documents or in the Collateral.
ARTICLE VII
EVENTS OF DEFAULT
7.1
Events of Default
. If any of the following events shall occur and be continuing:
(a) Borrower shall fail to pay when due and payable
or when declared due and payable (in each case whether at the stated maturity, by acceleration or otherwise), including, pursuant to Section 2.7, all or any portion of the Obligations (whether of principal, interest, fees and charges due to the
Lenders or other amounts constituting Obligations); or
(b) Any representation or warranty made or deemed made by any Loan Party herein or
in any other Loan Document or that is contained in any certificate, document or financial or other statement
64
furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or
deemed made or furnished; or
(c) Any Loan Party shall default in the observance or performance of any agreement contained in Sections
5.5(a) (with respect to Borrower only), 5.6(b), 5.6(d), 5.7, 5.8, 5.9(a), 5.11, 5.12, or Article VI or in Article 5 of the Guarantee and Security Agreement; or an “Event of Default” under and as defined in any Mortgage shall have occurred
and be continuing; or
(d) Any Loan Party shall default in the observance or performance of any other agreement contained in this
Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section 7.1), and such default shall continue unremedied for a period of 30 days; or
(e) Any Loan Party shall (i) default in making any payment of any principal or interest of any Indebtedness (including, any Guarantee
Obligation, but excluding the Loans and other Obligations) on the scheduled or original due date with respect thereto; or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness
(including any Guarantee Obligation but excluding the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated
maturity or to become subject to a mandatory offer to purchase by the obligor thereunder or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable;
provided
that a default, event or condition described in
clause (i) or (ii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i) and (ii) of this paragraph
(e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $5,000,000; or
(f) (i) Any Loan Party shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction,
domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or
any substantial part of its assets, or such Loan Party shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Loan Party any case, proceeding or other action of a nature referred to in
clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against
any Loan Party any case, proceeding or other action seeking issuance of a warrant of attachment, execution, restraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that
shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Loan Party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in,
any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Loan Party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or
(g) One or more judgments or decrees shall be entered against any Loan Party involving for the Loan Parties taken as a whole a liability (not
paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage and not subject to an insolvency proceeding) of $5,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged,
stayed or bonded pending appeal within 60 days from the entry thereof; or
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(h) (i) Any of the Security Documents shall cease, for any reason (other than by reason of
the express release thereof pursuant to Section 9.16), to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert; as a result of action taken or omitted to be taken by any Loan Party, Agent shall fail
to have an Acceptable Security Interest in the Collateral, which failure is not remedied within five days after notice thereof to Borrower from Agent; or any provision of any Loan Document shall at any time for any reason be declared to be null and
void, or the validity or enforceability thereof shall be contested by any Loan Party, or any Loan Party shall deny that any Loan Party has any liability or obligation purported to be created under any Loan Document; or
(i) The guarantee contained in Article 2 of the Guarantee and Security Agreement shall cease, for any reason (other than by reason of the
express release thereof pursuant to Section 9.16), to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert; or
(j) There shall occur any event or circumstance which has had, or would reasonably be expected to have, a Material Adverse Effect; or
(k) Any Change of Control shall occur; or
(l) The Intercreditor ceases to be in full force and effect;
then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect
to Borrower, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents shall immediately become due and payable,
and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) at any time prior to the Commitment Expiration Date, with the consent of the Required Lenders, Agent may, or upon the request of
the Required Lenders, Agent shall, by notice to Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate, and (ii) with the consent of the Required Lenders, Agent may, or upon the
request of the Required Lenders, Agent shall, by notice to Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon
the same shall immediately become due and payable.
7.2 Remedies
. Upon the occurrence and during the continuance of an Event of
Default, Agent and the Lenders shall be entitled to exercise any and all remedies available under the Security Documents or otherwise available under applicable law or otherwise.
ARTICLE VIII
THE AGENT
8.1 Appointment
. Each Lender hereby irrevocably designates and appoints Agent as the agent of such Lender under this Agreement
and the other Loan Documents, and each Lender irrevocably authorizes Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties
as are expressly delegated to Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, Agent
shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against Agent.
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8.2 Delegation of Duties
. Agent may execute any of its duties under this Agreement and the
other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in
fact selected by it with reasonable care.
8.3 Exculpatory Provisions
. Neither Agent nor any of its officers, directors, employees,
agents, attorneys in fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person (INCLUDING SUCH PERSON’S OWN NEGLIGENCE) under or in connection with this Agreement or any other Loan
Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from its or such Person’s own gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party to perform its obligations hereunder or thereunder. Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance
or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.
8.4 Reliance by Agent
. Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing,
resolution, notice, consent, certificate, affidavit, letter, facsimile, email, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon
advice and statements of legal counsel (including, counsel to the Loan Parties), independent accountants and other experts selected by Agent. Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall
have been transferred in accordance with Section 9.7 and all actions required by Section 9.7 in connection with such transfer shall have been taken. Agent shall be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it
deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders
specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.
8.5 Notice of Default
. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless Agent shall have received notice from a Lender or Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that Agent shall
receive such a notice, Agent shall give notice thereof to the Lenders. Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all
Lenders or any other instructing group of Lenders specified by this Agreement);
provided
that unless and until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.
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8.6 Non Reliance on Agent and Other Lenders
. Each Lender expressly acknowledges that
neither Agent nor any of its officers, directors, employees, agents, attorneys and other advisors, partners, attorneys in fact or affiliates have made any representations or warranties to it and that no act by Agent hereafter taken, including any
review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by Agent to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon Agent
or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan
Parties and their respective affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender, and based on
such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective affiliates. Except for notices, reports and other documents
expressly required to be furnished to the Lenders by Agent hereunder, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of Agent or any of its officers, directors, employees, agents, attorneys and other advisors, partners, attorneys in fact
or affiliates.
8.7 Indemnification
. THE LENDERS AGREE TO INDEMNIFY AGENT AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (TO THE EXTENT NOT REIMBURSED BY ANY LOAN PARTY AND WITHOUT LIMITING THE OBLIGATION OF ANY LOAN PARTY TO DO SO), RATABLY ACCORDING TO THEIR RESPECTIVE AGGREGATE EXPOSURE PERCENTAGES IN EFFECT ON THE DATE ON
WHICH INDEMNIFICATION IS SOUGHT UNDER THIS SECTION 8.7 (OR, IF INDEMNIFICATION IS SOUGHT AFTER THE DATE UPON WHICH THE COMMITMENTS SHALL HAVE TERMINATED AND THE LOANS SHALL HAVE BEEN PAID IN FULL, RATABLY IN ACCORDANCE WITH SUCH AGGREGATE EXPOSURE
PERCENTAGES IMMEDIATELY PRIOR TO SUCH DATE), FOR, AND TO SAVE AGENT HARMLESS FROM AND AGAINST, ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND WHATSOEVER THAT
MAY AT ANY TIME (INCLUDING, AT ANY TIME FOLLOWING THE PAYMENT OF THE LOANS) BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST AGENT IN ANY WAY RELATING TO OR ARISING OUT OF, THE COMMITMENTS, THIS AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS OR ANY
DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR ANY ACTION TAKEN OR OMITTED BY AGENT UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING (INCLUDING AGENT’S OWN NEGLIGENCE);
PROVIDED
THAT NO LENDER SHALL BE LIABLE FOR THE PAYMENT OF ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS THAT ARE FOUND BY A FINAL AND NONAPPEALABLE
DECISION OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED SOLELY AND PROXIMATELY FROM AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITATION OF THE FOREGOING, EACH LENDER AGREES TO REIMBURSE AGENT PROMPTLY UPON DEMAND FOR ITS
RATABLE SHARE OF ANY OUT OF POCKET EXPENSES (INCLUDING COUNSEL FEES) INCURRED BY AGENT IN CONNECTION WITH
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THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION, AMENDMENT, OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS, OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF
RIGHTS OR RESPONSIBILITIES UNDER, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, TO THE EXTENT THAT AGENT IS NOT REIMBURSED FOR SUCH BY BORROWER. The agreements in this Section 8.7 shall survive the payment of the Loans and all other amounts
payable hereunder.
8.8 Agent in its Individual Capacity
. Agent and its affiliates may make loans to, accept deposits from and
generally engage in any kind of business with any Loan Party as though Agent were not Agent. With respect to its Loans made or renewed by it, Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender
and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include Agent in its individual capacity
8.9 Successor Agent
. Agent may resign as Agent upon 10 days’ notice to the Lenders and Borrower. If Agent shall resign as Agent
under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, whereupon such successor agent shall succeed to the rights, powers and duties of Agent, and the term
“Agent” shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former
Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Agent by the date that is 10 days following a retiring Agent’s notice of resignation, the retiring Agent’s
resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After the
retiring Agent’s resignation as Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents.
8.10 Collateral Matters
.
(a) Agent is hereby irrevocably authorized by each of the Lenders to effect any release of Liens or guarantee obligations contemplated by
Section 9.16.
(b) Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent
from the Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to
the Security Documents. Agent is further authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action (other than enforcement actions requiring
the consent of, or request by, the Required Lenders as set forth in Section 7.1 above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable
legal requirements. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this Section 8.10(b).
(c) Notwithstanding anything contained in any of the Loan Documents to the contrary, Borrower, Agent, and each Secured Party hereby agree that
no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee Obligations, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Documents may be
exercised solely by Agent on behalf of the Secured Parties in accordance with the terms hereof. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this
Section 8.10(c).
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8.11 Withholding Tax
.
(a) To the extent required by any applicable law, Agent may withhold from any interest payment to any Lender an amount equivalent to any
applicable withholding tax. If the forms or other documentation required hereunder are not delivered to Agent, then Agent may withhold from any interest payment to any Lender not providing such forms or other documentation, a maximum amount of the
applicable withholding tax.
(b) If the Internal Revenue Service or any authority of the United States or other jurisdiction asserts a
claim that Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify Agent of a change in
circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such Lender shall indemnify Agent fully for all amounts paid, directly or indirectly, by Agent as tax or otherwise, including
penalties and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses.
(c) If any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement, the purchaser, assignee,
participant or transferee, as applicable, shall comply and be bound by the terms of Sections 2.11 and 8.11;
provided
that with respect to any Participant, as set forth in Section 9.7(b), such Participant shall only be required to comply
with the requirements of Sections 2.11 and 8.11 if such Participant seeks to obtain the benefits of Section 2.11.
ARTICLE IX
MISCELLANEOUS
9.1 Amendments and Waivers
. Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this Section 9.1. The Required Lenders and each Loan Party that is party to the relevant Loan Document may, or (with the written consent of the Required Lenders) Agent and
each Loan Party that is party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents (including amendments and restatements hereof or thereof)
for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as may be
specified in the instrument of waiver, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences;
provided
,
however
, that no such waiver and no such amendment,
supplement or modification shall:
(i) forgive the principal amount or extend the final scheduled date of maturity of any
Loan, reduce the stated rate of any interest or fee payable hereunder or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Commitment of any Lender, in each case without the consent of each
Lender directly affected thereby;
(ii) amend, modify or waive any provision of this Section 9.1 or reduce any
percentage specified in the definition of Required Lenders, consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, or (except as specified in Section 9.16)
release all or substantially all of the Collateral or release all or substantially all of the Subsidiary Guarantors from their Guarantee Obligations under the Guarantee and Security Agreement, in each case without the consent of all Lenders;
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(iii) amend, modify or waive any provision of Article VIII or any other provision
affecting the rights, duties and obligations of Agent without the consent of Agent;
(iv) amend, modify or waive the
pro
rata
provisions of Section 2.9 without the consent of each Lender directly affected thereby; or
(v) impose
restrictions on assignments and participations that are more restrictive than, or additional to, those set forth in Section 9.7 without the consent of all Lenders.
Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders (including, for the avoidance of doubt,
(x) that any consent or other fees paid in connection with such amendment, supplement or modification are paid pro rata to all Tranche B Lenders and to all Tranche A Lenders that consent to such amendment in accordance with the principal
amounts of Loans held by such Lenders, and (y) to the extent any Tranche A Lender that provides a consent is provided with any lending, investment or other opportunity in connection with such consent or as a result of such consent, such
opportunity shall be made available pro rata to all Tranche B Lenders and to all Tranche A Lenders that so consent) and shall be binding upon the Loan Parties, the Lenders, Agent and all future holders of the Loans. In the case of any waiver, the
Loan Parties, the Lenders, Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall
extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Any such waiver, amendment, supplement or modification shall be effected by a written instrument signed by the parties required to sign pursuant
to the foregoing provisions of this Section 9.1;
provided
,
however
, that delivery of an executed signature page of any such instrument by facsimile transmission or in portable document format (.pdf) shall be effective as delivery
of a manually executed counterpart thereof.
9.2 Notices
. All notices, requests and demands to or upon the respective parties
hereto to be effective shall be in writing (including by facsimile), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage
prepaid, or, in the case of facsimile notice, when received, addressed (a) in the case of Borrower, General Partner, Holdings or Agent, as follows and (b) in the case of the Lenders, as set forth in an administrative questionnaire
delivered to Agent or, in the case of a Lender which becomes a party to this Agreement pursuant to an Assignment and Acceptance, in such Assignment and Acceptance or (c) in the case of any party, to such other address as such party may
hereafter notify to the other parties hereto:
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Borrower, General Partner or Holdings:
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Parsley Energy, L.P.
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500 W. Texas, Suite 200
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Midland, TX 79701
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Attention: Ryan Dalton
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Facsimile: 432-686-7011
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Email: rdalton@parsleyenergy.com
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with a copy to (which shall not constitute notice):
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Alston & Bird LLP
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Attention: James H. Sullivan
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90 Park Avenue
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New York, NY 10016
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Facsimile: 212-922-3942
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Email: james.sullivan@alston.com
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Agent:
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Chambers Energy Management, LP
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600 Travis Street, Suite 7330
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Houston, TX 77002
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Attention:
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Robert Finch
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Email:
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rfinch@chambersenergycapital.com
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with a copy to (which copy shall not constitute notice):
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Cortland Capital Market Services LLC
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225 West Washington Street, Suite 2100
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Chicago, IL 60606
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Attention:
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Beata Konopko
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Facsimile:
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(312) 376-1751
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Email:
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beata.konopko@cortlandglobal.com
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with a copy to (which copy shall not constitute notice):
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Latham & Watkins LLP
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811 Main Street, Suite 3700
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Houston, TX 77002
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Attention:
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J. Michael Chambers
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Facsimile:
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(713) 546-5401
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Email:
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michael.chambers@lw.com
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provided
that any notice, request or demand to or upon Agent or any Lender shall not be effective until received.
Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures
approved by Agent;
provided
that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by Agent and the applicable Lender. Agent or Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved by it;
provided
that approval of such procedures may be limited to particular notices or communications. Agent hereby agrees to accept notices
hereunder (including notices pursuant to Section 2.2) by electronic mail in portable document format (.pdf).
9.3 No Waiver;
Cumulative Remedies
. No failure to exercise and no delay in exercising, on the part of Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
9.4 Survival of Representations and
Warranties
. All representations and warranties made herein, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans and other extensions of credit hereunder.
9.5 Payment of Expenses
. Whether or not the Closing Date
occurs, Borrower agrees to:
(a) pay or reimburse Agent on demand for all of its reasonable out of pocket costs and expenses incurred in
connection with the syndication of the Loans and the development, preparation and
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execution of, and any amendment, supplement, waiver or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the
consummation and administration of the transactions contemplated hereby and thereby, including, the reasonable fees and disbursements and other charges of counsel and consultants to Agent and the charges of Intralinks; and
(b) pay or reimburse each Lender and Agent on demand for all of their respective costs and expenses incurred in connection with the
enforcement or preservation of any rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including, the fees and disbursements of counsel (including the allocated fees and
disbursements and other charges of in-house counsel) to each Lender and of counsel to Agent,
9.6 Indemnification; Waiver
(a) BORROWER SHALL, AND DOES HEREBY INDEMNIFY, AGENT (AND ANY SUB-AGENT THEREOF), EACH LENDER AND EACH OFFICER, DIRECTOR, EMPLOYEE, AGENT,
ATTORNEY-IN-FACT AND AFFILIATE OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “
INDEMNITEE
”) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED
EXPENSES (INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE), INCURRED BY ANY INDEMNITEE OR ASSERTED AGAINST ANY INDEMNITEE BY ANY THIRD PARTY OR BY ANY LOAN PARTY OR ANY SUBSIDIARY OF A LOAN PARTY ARISING OUT OF, IN
CONNECTION WITH, OR AS A RESULT OF (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS
HEREUNDER OR THEREUNDER, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR, IN THE CASE OF AGENT (AND ANY SUB-AGENT, OFFICER, DIRECTOR, EMPLOYEE, AGENT, ATTORNEY-IN-FACT AND AFFILIATE THEREOF) THE ADMINISTRATION OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, (II) ANY AND ALL RECORDING AND FILING FEES AND ANY AND ALL LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING, STAMP, EXCISE AND OTHER TAXES, IF ANY, WHICH MAY BE PAYABLE OR DETERMINED TO BE
PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, OR CONSUMMATION OR ADMINISTRATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY, OR ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF, OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT,
THE OTHER LOAN DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY ANY LOAN PARTY OR ANY SUBSIDIARY OF A LOAN PARTY, OR ANY ENVIRONMENTAL
LIABILITY RELATED IN ANY WAY TO ANY LOAN PARTY OR ANY SUBSIDIARY OF A LOAN PARTY, (IV) THE USE BY UNAUTHORIZED PERSONS OF INFORMATION OR OTHER MATERIALS SENT THROUGH ELECTRONIC, TELECOMMUNICATIONS OR OTHER INFORMATION TRANSMISSION SYSTEMS THAT ARE
INTERCEPTED BY SUCH PERSONS OR (V) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY ANY LOAN
PARTY OR ANY SUBSIDIARY OF A LOAN PARTY,
AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE
INDEMNITEE
;
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(ALL THE FOREGOING IN THIS CLAUSE (a), COLLECTIVELY, THE “
INDEMNIFIED
LIABILITIES
”);
PROVIDED
THAT BORROWER SHALL HAVE NO OBLIGATION HEREUNDER TO ANY
INDEMNITEE WITH RESPECT TO INDEMNIFIED LIABILITIES TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARE FOUND BY A FINAL AND NONAPPEALABLE DECISION OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED SOLELY AND PROXIMATELY FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF SUCH INDEMNITEE. NO INDEMNITEE SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNAUTHORIZED PERSONS OF INFORMATION OR OTHER MATERIALS SENT THROUGH ELECTRONIC, TELECOMMUNICATIONS OR OTHER INFORMATION TRANSMISSION SYSTEMS
THAT ARE INTERCEPTED BY SUCH PERSONS
OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THE LOANS
.
(b) WITHOUT LIMITING THE FOREGOING, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF HOLDINGS, GENERAL PARTNER AND BORROWER AGREES NOT
TO ASSERT AND TO CAUSE ITS SUBSIDIARIES NOT TO ASSERT, AND HEREBY WAIVES AND AGREES TO CAUSE ITS SUBSIDIARIES SO TO WAIVE (I) ANY CLAIM AGAINST ANY INDEMNITEE, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES
(AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, ANY ADVANCE
OR THE USE OF THE PROCEEDS THEREOF AND (II) ALL RIGHTS FOR CONTRIBUTION OR ANY OTHER RIGHTS OF RECOVERY WITH RESPECT TO ALL CLAIMS, DEMANDS, PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS AND EXPENSES OF WHATEVER KIND OR NATURE, UNDER OR
RELATED TO ENVIRONMENTAL LAWS, THAT ANY OF THEM MIGHT HAVE BY STATUTE OR OTHERWISE AGAINST ANY INDEMNITEE.
(c) ALL AMOUNTS DUE UNDER THIS
SECTION 9.6 SHALL BE PAYABLE NOT LATER THAN TEN DAYS AFTER WRITTEN DEMAND THEREFOR. STATEMENTS REFLECTING AMOUNTS PAYABLE BY BORROWER PURSUANT TO THIS SECTION 9.6 SHALL BE SUBMITTED TO BORROWER AT THE ADDRESS OF BORROWER SET FORTH IN SECTION 9.2, OR
TO SUCH OTHER PERSON OR ADDRESS AS MAY BE HEREAFTER DESIGNATED BY BORROWER IN A NOTICE TO AGENT. THE AGREEMENTS IN THIS SECTION 9.6 SHALL SURVIVE REPAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
9.7 Successors and Assigns; Participations and Assignments
.
(a) This Agreement shall be binding upon and inure to the benefit of Holdings, General Partner, Borrower, the Lenders, Agent, all future
holders of the Loans and their respective successors and assigns, except that none of Holdings, General Partner or Borrower may assign or transfer any of its respective rights or obligations under this Agreement without the prior written consent of
Agent and each Lender (and any attempted assignment or transfer by Borrower without such consent shall be null and void).
(b) Any Lender
may, without the consent of Borrower or any other Person, in accordance with applicable law, at any time sell to one or more banks, financial institutions or other entities (each, a “
Participant
”) participating interests in
any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any
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such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender
shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and Borrower and Agent shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. In no event shall any Participant under any such participation have any right to approve any amendment or waiver of any
provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would require the consent of all Lenders pursuant to Section 9.1. Borrower agrees that if
amounts outstanding under this Agreement and the Loans are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by
applicable law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this
Agreement,
provided
that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 9.8(a) as fully as if such Participant were a
Lender hereunder. Borrower also agrees that each Participant shall be entitled to the benefits of Sections 2.10 and 2.11 with respect to its participation in the Commitments and the Loans outstanding from time to time as if such Participant were a
Lender;
provided
that, in the case of Section 2.11, such Participant shall have complied with the requirements of Section 2.11 and Section 8.11, and;
provided
,
further
, that no Participant shall be entitled to
receive any greater amount pursuant to any such Section than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer
occurred. Each Lender that sells a participation shall maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Commitments or the
Loans or other obligations under this Agreement (the “
Participant Register
”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
(c) Any Lender (an “
Assignor
”) may, without the consent of any Loan Party, in accordance with applicable law and upon
written notice to Agent, at any time and from time to time assign to any Lender (other than a Defaulting Lender) or any affiliate or Related Fund thereof or, with the consent of Agent (which, in each case, shall not be unreasonably withheld,
conditioned or delayed) (
provided
that no such consent need be obtained by Agent or its affiliates), to an additional bank, financial institution or other entity (an “
Assignee
”) all or any part of its rights and
obligations under this Agreement pursuant to an Assignment and Acceptance, substantially in the form of
Exhibit K
(an “
Assignment and Acceptance
”), executed by such Assignee and such Assignor (and, where the consent of
Borrower or Agent is required pursuant to the foregoing provisions, by Borrower and such other Persons) and delivered to Agent for its acceptance and recording in the Register;
provided
that (i) no such assignment to an Assignee (other
than any Lender or any affiliate or Related Fund thereof) shall be in an aggregate principal amount of less than $1,000,000 (other than in the case of an assignment of all of a Lender’s interests under this Agreement), unless otherwise agreed
by Borrower and Agent;
provided
that for purposes of determining whether such $1,000,000 threshold has been achieved, amounts assigned by a Lender and its Affiliates and Related Funds shall be aggregated, (ii) the assignor Lender or
Assignee has paid to Agent a processing and recordation fee in the amount of $3,500.00 (which fee may be waived or reduced in the sole discretion of Agent),
provided
,
however
, that only one such fee shall be payable in the case of
concurrent assignments to Persons that, after giving effect to such assignments, will be Related Funds and (iii) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be
effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Agent in an
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aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding,
with the consent of Borrower and Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and
satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent, each other Lender hereunder (and interest accrued thereon) and Borrower, and (y) acquire (and fund as appropriate) its full pro rata share of all Loans;
provided
that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a
Defaulting Lender. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph,
then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Upon such execution, delivery, acceptance and recording, from and after the effective date determined
pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with Commitments or Loans as
set forth therein, and (y) the Assignor thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of an
Assignor’s rights and obligations under this Agreement, such Assignor shall cease to be a party hereto, except as to Sections 2.10, 2.11, 8.11 and 9.5 in respect of the period prior to such effective date). For purposes of the minimum
assignment amounts set forth in this Section 9.7(c), multiple assignments by two or more Related Funds shall be aggregated.
(d)
Agent shall, on behalf of Borrower, maintain at its address referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “
Register
”) for the recordation of the names and
addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and Borrower, Agent and the Lenders shall
treat each Person whose name is recorded in the Register as the owner of the Loans and any Note evidencing such Loans recorded therein for all purposes of this Agreement. Any assignment of any Loan, whether or not evidenced by a Note, shall be
effective only upon appropriate entries with respect thereto being made in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of a Loan evidenced by a Note shall be registered on the Register only upon
surrender for registration of assignment or transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Acceptance; thereupon one or more new Notes in the same aggregate principal amount shall be issued to the designated
Assignee, and the old Notes shall be returned by Agent to Borrower marked “canceled”. The Register shall be available for inspection by Borrower or any Lender (with respect to any entry relating to such Lender’s Loans) at any
reasonable time and from time to time upon reasonable prior notice.
(e) Upon its receipt of an Assignment and Acceptance executed by an
Assignor and an Assignee (and, in any case where the consent of any other Person is required by Section 9.7(c), by each such other Person), Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date
determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to Borrower. On or prior to such effective date, Borrower, at its own expense, upon request, shall execute and
deliver to Agent (in exchange for the applicable Note, if any, of the assigning Lender) a new Note or Notes to such Assignee in an amount equal to the Commitment or Loan assumed or acquired by it pursuant to such Assignment and Acceptance and, if
the Assignor has retained a Commitment or Loan, as the case may be, upon request, a new Note or Notes to the Assignor in an amount equal to the Commitment or Loans, as the case may be, retained by it hereunder. Such new Note or Notes shall be dated
the Closing Date and shall otherwise be in the form of the Note or Notes replaced thereby.
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(f) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this
Section 9.7 concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests in Loans and Notes, including, any pledge or assignment by a Lender of
any Loan or Note to any Federal Reserve Bank in accordance with applicable law.
(g) Notwithstanding anything to the contrary contained
herein, any Lender (a “
Granting Lender
”) may grant to a special purpose funding vehicle (an “
SPV
”), identified as such in writing from time to time by the Granting Lender to Agent and Borrower, the
option to provide to Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Borrower pursuant to this Agreement;
provided
that (i) nothing herein shall constitute a commitment by any SPV to
make any Loan and (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an
SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial paper or other indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In addition, notwithstanding anything to the contrary in this Section 9.7(g), any SPV may (x) with notice to, but without the
prior written consent of, Borrower and Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender, or with the prior written consent of Borrower and Agent (which consent shall
not be unreasonably withheld, conditioned or delayed) to any financial institutions providing liquidity or credit support to or for the account of such SPV to support the funding or maintenance of Loans, and (y) disclose on a confidential basis
any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV;
provided
that non-public information with respect to Borrower
may be disclosed only with Borrower’s consent which will not be unreasonably withheld, conditioned or delayed. This Section 9.7(g) may not be amended without the written consent of any SPV with Loans outstanding at the time of such
proposed amendment.
9.8 Adjustments; Set off
.
(a) If any Lender (a “
Benefitted Lender
”) shall at any time receive any payment of all or part of the Obligations
owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set off, pursuant to events or proceedings of the nature referred to in clause (f) of Article VII, or otherwise), in a greater proportion than
any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Obligations, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such
other Lender’s Obligations, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the
Lenders;
provided
,
however
, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the
extent of such recovery, but without interest.
(b) In addition to any rights and remedies of the Lenders provided by law, each Lender
shall have the right, without prior notice to Borrower, any such notice being expressly waived by Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by Borrower
77
hereunder (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or
agency thereof to or for the credit or the account of or Borrower;
provided
that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Agent for
further application in accordance with the provisions of Section 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and
(y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees to notify promptly
Borrower and Agent after any such setoff and application made by such Lender,
provided
that the failure to give such notice shall not affect the validity of such setoff and application.
9.9 Counterparts
. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or in portable document format (.pdf) shall be
effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with Borrower and Agent.
9.10 Severability
. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.
9.11 Integration; Construction
.
(a) This Agreement and the other Loan Documents represent the entire agreement of Borrower, General Partner, Holdings, Agent and the Lenders
with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other
Loan Documents.
(b) Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of
each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by
any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.
9.12 GOVERNING LAW
. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
9.13 Submission To Jurisdiction; Waivers
. Each of
Borrower, General Partner, Holdings, Agent, and Lenders each hereby irrevocably and unconditionally:
(a) submits for itself and its
Property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of
the State of Texas and the courts of the United States of America for the Northern District of Texas, in each case, located in the city of Ft. Worth and in the County of Tarrant, and appellate courts from any thereof;
78
(b) consents that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to Borrower at its address set forth in Section 9.2 or at such other address of which Agent shall have been notified pursuant thereto;
(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the
right to sue in any other jurisdiction; and
(e) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR
RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN THIS SECTION 9.13 ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.
9.14 Acknowledgments
. Each of Holdings, General Partner and Borrower hereby acknowledges that:
(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;
(b) neither Agent nor any Lender has any fiduciary relationship with or duty to Holdings, General Partner, Borrower or any Subsidiary thereof
arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Agent and the Lenders, on one hand, and Holdings, General Partner, Borrower or any Subsidiary thereof, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor; and
(c) no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated hereby among Agent and the Lenders or among Holdings, General Partner, Borrower and their Subsidiaries and the Lenders.
9.15 Confidentiality
. Agent and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party
pursuant to this Agreement that is designated by such Loan Party as confidential;
provided
that nothing herein shall prevent Agent or any Lender from disclosing any such information (a) to Agent, any other Lender or any affiliate of any
thereof, (b) to any Participant or Assignee (each, a “
Transferee
”) or prospective Transferee that agrees to comply with the provisions of this Section 9.15 or substantially equivalent provisions, (c) to any of
its employees, directors, agents, attorneys, accountants and other professional advisors, (d) to any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s
professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (e) upon the request or demand of any Governmental Authority having
jurisdiction over it, (f) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (g) if
79
requested or required to do so in connection with any litigation or similar proceeding, (h) that has been publicly disclosed other than in breach of this Section 9.15, (i) to the
National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to
such Lender or (j) in connection with the exercise of any remedy hereunder or under any other Loan Document. Notwithstanding anything to the contrary in the foregoing sentence or any other express or implied agreement, arrangement or
understanding, the parties hereto hereby agree that, from the commencement of discussions with respect to the financing provided hereunder, any party hereto (and each of its employees, representatives, or agents) is permitted to disclose to any and
all persons, without limitation of any kind, the tax structure and tax aspects of the transactions contemplated hereby, and all materials of any kind (including opinions or other tax analyses) related to such tax structure and tax aspects.
9.16 Release of Collateral and Guarantee Obligations
.
(a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of Borrower in connection with any
Disposition of Property permitted by the Loan Documents (other than to a Loan Party), Agent shall (without notice to, or vote or consent of, any Lender) take such actions as shall be required to release its security interest in any Collateral that
is, or owned by any Person all the Capital Stock of which is, being Disposed of in such Disposition, and to release any Guarantee Obligations under any Loan Document of any Person being Disposed of in such Disposition, to the extent necessary to
permit consummation of such Disposition in accordance with the Loan Documents;
provided
that Borrower shall have delivered to Agent, at least ten Business Days prior to the date of the proposed release (or such shorter period agreed to by
Agent), a written request for release identifying the relevant Collateral being Disposed of in such Disposition and the terms of such Disposition in reasonable detail, including the date thereof, the price thereof and any expenses in connection
therewith, together with a certification by Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition will be applied in accordance with this Agreement and the
other Loan Documents.
(b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations have
been paid in full, all Commitments have terminated or expired, upon request of Borrower, Agent shall (without notice to, or vote or consent of, any Lender) take such actions as shall be required to release its security interest in all Collateral,
and to release all Guarantee Obligations provided for in any Loan Document. Any such release of Guarantee Obligations shall be deemed subject to the provision that such Guarantee Obligations shall be reinstated if after such release any portion of
any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its Property, or otherwise, all as though such payment had not been made.
9.17 Interest Rate Limitation
.
(a) It is the intention of the parties hereto that each Lender shall conform strictly to usury laws applicable to it. Accordingly, if the
transactions contemplated hereby would be usurious as to any Lender under laws applicable to it (including the laws of the United States of America and the laws of any State whose laws may be mandatorily applicable to such Lender notwithstanding the
other provisions of this Agreement), then, in that event, notwithstanding anything to the contrary in any of the Loan Documents or any agreement entered into in connection with or as security for the Loans, it is agreed as follows: (i) the
aggregate of all consideration which constitutes interest under law applicable to any
80
Lender that is contracted for, taken, reserved, charged or received by such Lender under any of the Loan Documents or agreements or otherwise in connection with the Loans shall under no
circumstances exceed the maximum amount allowed by such applicable law, and any excess shall be canceled automatically and if theretofore paid shall be credited by such Lender on the principal amount of the Indebtedness (or, to the extent that the
principal amount of the Indebtedness shall have been or would thereby be paid in full, refunded by such Lender to Borrower); and (ii) in the event that the maturity of the Loans is accelerated by reason of an election of the holder thereof
resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to any Lender may never include more than the
maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically by such Lender as of the date of such acceleration or prepayment and, if theretofore paid, shall
be credited by such Lender on the principal amount of the Indebtedness (or, to the extent that the principal amount of the Indebtedness shall have been or would thereby be paid in full, refunded by such Lender to Borrower). All sums paid or agreed
to be paid to any Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by law applicable to such Lender, be amortized, prorated, allocated and spread throughout the stated term of the Loans until payment
in full so that the rate or amount of interest on account of any Loans hereunder does not exceed the maximum amount allowed by such applicable law.
(b) If at any time and from time to time (i) the amount of interest payable to any Lender on any date shall be computed at the Highest
Lawful Rate applicable to such Lender pursuant to this Section 9.17 and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to such Lender would be less than the amount of interest payable
to such Lender computed at the Highest Lawful Rate applicable to such Lender, then the amount of interest payable to such Lender in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate
applicable to such Lender until the total amount of interest payable to such Lender shall equal the total amount of interest which would have been payable to such Lender if the total amount of interest had been computed without giving effect to this
Section 9.17.
9.18 Accounting Changes
. In the event that any “Accounting Change” (as defined below) shall occur and
such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then Borrower and Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to
equitably reflect such Accounting Change with the desired result that the criteria for evaluating the consolidated financial condition of Borrower shall be the same after such Accounting Change as if such Accounting Change had not been made. Until
such time as such an amendment shall have been executed and delivered by Borrower, Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting
Change had not occurred. “
Accounting Change
” refers to any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the
American Institute of Certified Public Accountants or, if applicable, the SEC.
9.19 WAIVERS OF JURY TRIAL
. BORROWER, GENERAL
PARTNER, HOLDINGS, AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN (IN EACH CASE, WHETHER FOR
CLAIMS SOUNDING IN CONTRACT OR IN TORT OR OTHERWISE). EACH PARTY HEREBY CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OF COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND ACKNOWLEDGES
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THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATION
CONTAINED IN THIS SECTION 9.19.
9.20 Customer Identification – USA PATRIOT Act Notice
. Agent (for itself and not on behalf of
any other party) and each Lender hereby notifies the Loan Parties that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56, signed into law October 26, 2001 (the “
Patriot Act
”), it is
required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow Agent or such Lender, as applicable, to identify the Loan
Parties in accordance with the Patriot Act.
9.21 Creditor-Debtor Relationship
. The relationship between Agent and each Lender on
the one hand, and the Loan Parties, on the other hand, is solely that of creditor and debtor. No Secured Party has any fiduciary relationship or duty to any Loan Party arising out of or in connection with, and there is no agency, tenancy or joint
venture relationship between the Secured Parties and the Loan Parties by virtue of, this Agreement or any Loan Document or any other document or transaction contemplated herein or therein.
9.22 Intercreditor Agreement
. Agent is hereby authorized on behalf of each Lender to enter into the Intercreditor Agreement. A copy of
such Intercreditor Agreement will be made available to each Secured Party on the Closing Date and thereafter upon request. Each Lender (by receiving the benefits thereunder and of the Collateral) acknowledges and agrees to the terms of such
Intercreditor Agreement and agrees that the terms thereof shall be binding on such Secured Party and its successors and assigns, as if it were a party thereto.
9.23 Amendment and Restatement
.
(a) On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing
Credit Agreement shall thereafter be of no further force and effect, except that Borrower, General Partner, Holdings, the Agent and the Lenders agree that (i) the incurrence by Borrower of “Indebtedness” under and as defined in the
Existing Credit Agreement (whether or not such “Indebtedness” is contingent as of the Closing Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents, (ii) the Existing Credit Agreement
shall continue to evidence the representations and warranties made by Borrower, General Partner and Holdings prior to the Closing Date, (iii) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as
remaining unmodified and in full force and effect with respect to all Obligations, and (iv) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Credit
Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or
any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the Closing Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities
existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities.
(b) The terms
and conditions of this Agreement and the Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Indebtedness incurred under the Existing Credit Agreement.
(c) On and after the Closing Date, (i) all references to the Existing Credit Agreement (or to any amendment or any amendment and
restatement thereof) in the Loan Documents (other than this
82
Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified, supplemented or amended and restated), (ii) all
references in any Loan Document (other than this Agreement) to any section (or subsection) of the Existing Credit Agreement shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and
(iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit
Agreement, as amended and restated hereby (as it may be further amended, modified or restated).
(d) This amendment and restatement is
limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force
and effect unless specifically amended hereby or by any other Loan Document.
[
Signature Page to Follow
]
83
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written.
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PARSLEY ENERGY, L.P.
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By:
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PARSLEY ENERGY MANAGEMENT, LLC,
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its general partner
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By:
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Name:
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Bryan Sheffield
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Title:
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President
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PARSLEY ENERGY MANAGEMENT, LLC
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By:
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Name:
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Bryan Sheffield
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Title:
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President
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PARSLEY ENERGY, LLC
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By:
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Name:
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Bryan Sheffield
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Title:
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President
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Signature Page to Amended
and Restated Credit Agreement
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CHAMBERS ENERGY MANAGEMENT, LP,
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as Agent
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By:
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Name:
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J. Robert Chambers
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Title:
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President & Chief Executive Officer
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CHAMBERS ENERGY CAPITAL II, LP,
as
a Tranche A Lender and a Tranche B Lender
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By:
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Name:
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J. Robert Chambers
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Title:
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Managing Director
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CHAMBERS ENERGY CAPITAL II TE, LP,
as a Tranche A Lender and a Tranche B Lender
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By:
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Name:
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J. Robert Chambers
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Title:
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Managing Director
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Signature Page to Amended
and Restated Credit Agreement
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Private Credit Opportunities, L.P.,
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as a Tranche B Lender
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By:
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Name:
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Jeanine Lee
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Title:
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Vice President
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Signature Page to Amended
and Restated Credit Agreement
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Charles and Lynn Schusterman Family Foundation,
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as a Tranche B Lender
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By:
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Name:
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Stacy Schusterman
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Title:
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Treasurer
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Signature Page to Amended
and Restated Credit Agreement
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The Trustees of Columbia University in the City of New York,
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as a Tranche B Lender
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By:
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Name:
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Anil Jaisinghani, Director
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Title:
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Columbia Investment Management Company, L.L.C.
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10/21/13
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Signature Page to Parsley
Amended and Restated Credit Agreement
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Red Recipe LLC,
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as a Tranche B Lender
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By:
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The Board of Trustees of the Leland Stanford Junior University
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By:
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Stanford Management Company
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By:
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Thomas Lurquin
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Managing Director, Natural Resources Investments
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Signature Page to Amended
and Restated Credit Agreement
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BMCA Private Equity LLC,
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as a Tranche B Lender
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By:
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Name:
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Greg Schuler
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Title:
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CIO & Treasurer
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Signature Page to Amended
and Restated Credit Agreement
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BPPA Private Equity LLC,
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as a Tranche B Lender
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By:
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Name:
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Greg Schuler
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Title:
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CIO & Treasurer
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Signature Page to Amended
and Restated Credit Agreement
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NB PEP Holdings Limited,
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as a Tranche B Lender
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By:
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Name:
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Blake Rice
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Title:
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Authorized Signatory
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Signature Page to Amended
and Restated Credit Agreement
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RM Investments, Inc.,
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as a Tranche B Lender
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By:
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Name:
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William L. Hixon
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Title:
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Vice President
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Signature Page to Amended
and Restated Credit Agreement
SCHEDULE 1.1(a)
COMMITMENTS
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Name of Lender
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Tranche A
Commitment
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Tranche B
Commitment
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Chambers Energy Capital II, LP
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$
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8,908,970.98
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$
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8,908,970.98
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Chambers Energy Capital II TE, LP
|
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$
|
1,091,029.02
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|
$
|
1,091,029.02
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Private Credit Opportunities, L.P.
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—
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$
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3,000,000.00
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Charles and Lynn Schusterman Family Foundation
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—
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$
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23,000,000.00
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The Trustees of Columbia University in the City of New York
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—
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$
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10,000,000.00
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Red Recipe, LLC
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—
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$
|
44,000,000.00
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BMCA Private Equity LLC
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—
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$
|
13,500,000.00
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BPPA Private Equity LLC
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—
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$
|
7,500,000.00
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NB PEP Holdings Limited
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|
—
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$
|
9,000,000.00
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RM Investments, Inc.
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—
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$
|
5,000,000.00
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|
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Total
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$
|
10,000,000.00
|
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|
$
|
125,000,000.00
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SCHEDULES TO AMENDED AND RESTATED CREDIT AGREEMENT
THE DISCLOSURE OF ANY MATTER IN ANY SECTION OF THESE SCHEDULES (THE “
DISCLOSURE SCHEDULES
”), SHALL BE DEEMED TO BE A DISCLOSURE FOR
PURPOSES OF ALL OTHER SECTIONS OF THE DISCLOSURE SCHEDULES SO DELIVERED TO THE EXTENT IT IS READILY APPARENT FROM THE FACE OF SUCH DISCLOSURE THAT SUCH MATTER IS PERTINENT, BUT SHALL EXPRESSLY NOT BE DEEMED TO CONSTITUTE AN ADMISSION BY THE
BORROWER, OR TO OTHERWISE IMPLY, THAT ANY SUCH MATTER IS MATERIAL FOR THE PURPOSES OF THIS AGREEMENT OR OTHERWISE.
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1.1(a)
|
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Commitments
|
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1.1(b)
|
|
Mortgaged Properties
|
|
3.1(c)
|
|
Guarantee Obligations
|
|
3.4
|
|
Consents, Authorizations, Filings and Notices
|
|
3.7
|
|
Litigation
|
|
3.17
|
|
Capital Stock Ownership
|
|
3.19
|
|
Environmental Matters
|
|
3.21(a)-1
|
|
Security Agreement UCC Filing Jurisdictions
|
|
3.21(a)-2
|
|
UCC Financing Statements to Remain on File
|
|
3.21(a)-3
|
|
UCC Financing Statements to be Terminated
|
|
3.21(b)
|
|
Mortgage Filing Jurisdictions
|
|
3.24
|
|
Hedging Agreements
|
|
3.26
|
|
Sale of Production
|
|
3.28
|
|
Bank Accounts
|
|
3.30
|
|
Material Contracts
|
|
3.31
|
|
Burdensome Restrictions
|
|
6.3(g)
|
|
Existing Liens
|
SCHEDULE 1.1(a)
COMMITMENTS
|
|
|
|
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Name of Lender
|
|
Tranche A
Commitment
|
|
|
Tranche B
Commitment
|
|
|
Chambers Energy Capital II, LP
|
|
$
|
8,908,970.98
|
|
|
$
|
8,908,970.98
|
|
|
Chambers Energy Capital II TE, LP
|
|
$
|
1,091,029.02
|
|
|
$
|
1,091,029.02
|
|
|
Private Credit Opportunities, L.P.
|
|
|
—
|
|
|
$
|
3,000,000.00
|
|
|
Charles and Lynn Schusterman Family Foundation
|
|
|
—
|
|
|
$
|
23,000,000.00
|
|
|
The Trustees of Columbia University in the City of New York
|
|
|
—
|
|
|
$
|
10,000,000.00
|
|
|
Red Recipe LLC
|
|
|
—
|
|
|
$
|
44,000,000.00
|
|
|
BMCA Private Equity LLC
|
|
|
—
|
|
|
$
|
13,500,000.00
|
|
|
BPPA Private Equity LLC
|
|
|
—
|
|
|
$
|
7,500,000.00
|
|
|
NB PEP Holdings Limited
|
|
|
—
|
|
|
$
|
9,000,000.00
|
|
|
RM Investments, Inc.
|
|
|
—
|
|
|
$
|
5,000,000.00
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
10,000,000.00
|
|
|
$
|
125,000,000.00
|
|
|
|
|
|
|
|
|
|
|
|
SCHEDULE 1.1(b)
Mortgaged Properties
ALL OF BORROWER’S
OIL AND GAS PROPERTIES LOCATED IN DAWSON, GLASSCOCK, MARTIN, MIDLAND, REAGAN, HOWARD AND/OR UPTON COUNTY, TEXAS (WHETHER NOW OWNED OR HEREAFTER ACQUIRED, BY OPERATION OF LAW OR OTHERWISE, AND WHETHER LEGAL, EQUITABLE OR BENEFICIAL INTERESTS),
INCLUDING BUT NOT LIMITED TO, ALL OF BORROWER’S INTEREST IN ALL LEASES, LANDS AND INTERESTS DESCRIBED OR REFERRED TO ON THE FOLLOWING PAGES OF THIS SCHEDULE 1.1(b) AND ALL LEASES, LANDS AND INTERESTS WITH WHICH ANY OF SAID INTERESTS MAY NOW OR
HEREAFTER BE POOLED, UNITIZED OR COMMUNITIZED.
This schedule shall include, without limitation, all of Borrower’s interest in the leases described or referred to in this Schedule 1.1(b) as now or hereafter reflected of record in the county
records, whether or not all lands covered by said leases are specifically described or referred to and whether or not all of Borrower’s interest in said leases are specifically described or referred to. The net revenue interests and/or
interests in gross production set forth herein are the interests in production of oil and/or gas hereby represented and warranted to be owned by Borrower in the properties described but this Schedule 1.1(b) shall be deemed to cover any additional
interests of Borrower that are in excess of the net revenue interests indicated herein and such designation shall not be deemed a limitation on the interests covered hereby. The lease names and/or well names set forth herein are for information
purposes only and such designations shall not be deemed a limitation on the properties covered hereby. Each reference to a lease herein shall be deemed a reference to said lease as said lease may have been heretofore amended and/or ratified or may
hereafter be amended and/or ratified, whether or not such amendments and ratifications are referred to herein. All of the leases described in this Schedule 1.1(b) are or will be recorded in the real property records of the respective counties named
herein.
Wells
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Name
|
|
Well No.
|
|
Legal Description
|
|
County
|
|
Gross
Acreage
|
|
LEASE NRI
|
|
BPO WI
|
|
BPO NRI
|
|
APO WI
|
|
APO NRI
|
|
|
|
|
|
|
|
|
|
|
|
|
Graham 22
|
|
1
|
|
SW/4 Sec. 22, Blk. 36, T4N
|
|
Dawson
|
|
160
|
|
0.75000000
|
|
0.43660602
|
|
0.32745452
|
|
0.41649486
|
|
0.31237114
|
|
|
|
|
|
|
|
|
|
|
|
|
Mitchell 22
|
|
2
|
|
SE/4 Sec. 22, Blk. 36, T4N
|
|
Dawson
|
|
160
|
|
0.76000000
|
|
|
|
|
|
0.41801227
|
|
0.31768933
|
|
|
|
|
|
|
|
|
|
|
|
|
Donnell 264
|
|
1,2,3
|
|
Labor 1 & 10, League 264, Kent CSL
|
|
Dawson
|
|
274.12
|
|
0.75000000
|
|
|
|
|
|
0.24451515
|
|
0.18338636
|
|
|
|
|
|
|
|
|
|
|
|
|
Donnell 264
|
|
4
|
|
Labor 1 & 10, League 264, Kent CSL
|
|
Dawson
|
|
80
|
|
0.75000000
|
|
0.24073550
|
|
0.18055163
|
|
0.24451515
|
|
0.18338636
|
|
|
|
|
|
|
|
|
|
|
|
|
Sharla 263
|
|
1,3
|
|
Labor 5 & 6, League 263, Kent CSL
|
|
Dawson
|
|
194.12
|
|
0.75000000
|
|
|
|
|
|
0.24451515
|
|
0.18338636
|
|
|
|
|
|
|
|
|
|
|
|
|
Sharla 263
|
|
2
|
|
Labor 5 & 6, League 263, Kent CSL
|
|
Dawson
|
|
80
|
|
0.75000000
|
|
0.24007588
|
|
0.18005691
|
|
0.24451515
|
|
0.18338636
|
|
|
|
|
|
|
|
|
|
|
|
|
Barkowsky 48
|
|
1,2
|
|
E 192.4 ac of S/2 Sec 48, Blk 35-4N
|
|
Dawson
|
|
192.4
|
|
0.75000000
|
|
|
|
|
|
0.24900000
|
|
0.18675000
|
|
|
|
|
|
|
|
|
|
|
|
|
Clay 10
|
|
1
|
|
Labor 10, League 268, Kent CSL
|
|
Dawson
|
|
177.12
|
|
0.75000000
|
|
|
|
|
|
1.00000000
|
|
0.75000000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Name
|
|
Well No.
|
|
Legal Description
|
|
County
|
|
Gross
Acreage
|
|
LEASE NRI
|
|
BPO WI
|
|
BPO NRI
|
|
APO WI
|
|
APO NRI
|
|
|
|
|
|
|
|
|
|
|
|
|
Clay 14
|
|
1
|
|
Labor 14, League 268, Kent CSL
|
|
Dawson
|
|
177.12
|
|
0.75000000
|
|
|
|
|
|
1.00000000
|
|
0.75000000
|
|
|
|
|
|
|
|
|
|
|
|
|
Pepper 12
|
|
1
|
|
Labor 12, League 263, Kent CSL
|
|
Dawson
|
|
177.12
|
|
0.75000000
|
|
|
|
|
|
0.36740364
|
|
0.27555273
|
|
|
|
|
|
|
|
|
|
|
|
|
Hogue 3111
|
|
1
|
|
NW/4 of Sec. 31, Blk. 36, T4N
|
|
Dawson
|
|
160
|
|
0.78560471
|
|
|
|
|
|
1.00000000
|
|
0.78560471
|
|
|
|
|
|
|
|
|
|
|
|
|
Beam 12
|
|
1
|
|
Labor 12, League 262, BCSL
|
|
Dawson
|
|
177.12
|
|
0.75000000
|
|
|
|
|
|
1.00000000
|
|
0.75000000
|
|
|
|
|
|
|
|
|
|
|
|
|
Lishman 19
|
|
1
|
|
Labor 19, League 262, BCSL
|
|
Dawson
|
|
177.12
|
|
0.75000000
|
|
|
|
|
|
1.00000000
|
|
0.75000000
|
|
|
|
|
|
|
|
|
|
|
|
|
Hoelscher 35
|
|
1,2,3
|
|
S/216 ac of W/2 Sec 35, Blk 35-4S, T&P
|
|
Glasscock
|
|
216
|
|
0.75000000
|
|
|
|
|
|
0.31796614
|
|
0.23847461
|
|
|
|
|
|
|
|
|
|
|
|
|
Hoelscher 46
|
|
1,2,3,4
|
|
N/2 of Sec 46, Blk 35- 4S, T&P
|
|
Glasscock
|
|
240
|
|
0.75000000
|
|
|
|
|
|
0.22125000
|
|
0.16593750
|
|
|
|
|
|
|
|
|
|
|
|
|
Hoelscher 46 W
|
|
1,2
|
|
N/2 of Sec 46, Blk 35- 4S, T&P
|
|
Glasscock
|
|
80
|
|
0.75000000
|
|
|
|
|
|
0.22125000
|
|
0.16593750
|
|
|
|
|
|
|
|
|
|
|
|
|
Shrock 13
|
|
1,2
|
|
SE/4 Sec 13, Blk 37-4S
|
|
Glasscock
|
|
160
|
|
0.75000000
|
|
0.25777253
|
|
0.19332940
|
|
0.24826318
|
|
0.18619739
|
|
|
|
|
|
|
|
|
|
|
|
|
CH Ranch
|
|
1,2
|
|
E/2 Sec 28, Blk 34-3S
|
|
Glasscock
|
|
320
|
|
0.75000000
|
|
0.92222221
|
|
0.69166666
|
|
0.91527780
|
|
0.68645835
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephanie 24
|
|
1
|
|
E/2 SE/4 Sec 24, Blk 33, T&P
|
|
Howard
|
|
74.5
|
|
0.75000000
|
|
0.22426535
|
|
0.16819901
|
|
0.21561436
|
|
0.16171077
|
|
|
|
|
|
|
|
|
|
|
|
|
Morrison 28A
|
|
1,2
|
|
W/2 SE/4 Sec 28, Blk 36-1S, T&P
|
|
Martin
|
|
80
|
|
0.75000000
|
|
|
|
|
|
0.32755917
|
|
0.24566938
|
|
|
|
|
|
|
|
|
|
|
|
|
Morrison 28B
|
|
1,2
|
|
E/2 SE/4 Sec 28, Blk 36-1S, T&P
|
|
Martin
|
|
80
|
|
0.75000000
|
|
|
|
|
|
0.32755917
|
|
0.24566938
|
|
|
|
|
|
|
|
|
|
|
|
|
Martin 40
|
|
1
|
|
W/2SE/4 Sec 40, Blk 36, T1N, T&P
|
|
Martin
|
|
80
|
|
0.75000000
|
|
|
|
|
|
0.50000000
|
|
0.37500000
|
|
|
|
|
|
|
|
|
|
|
|
|
Grisham 21
|
|
1
|
|
N/2SE/4 Sec 21, Blk 36, T1N, T&P
|
|
Martin
|
|
80
|
|
0.75000000
|
|
|
|
|
|
0.50000000
|
|
0.37500000
|
|
|
|
|
|
|
|
|
|
|
|
|
Stone 39
|
|
1
|
|
S/2SE/4 Sec 39, Blk 36, T1N, T&P
|
|
Martin
|
|
80
|
|
0.75000000
|
|
|
|
|
|
0.50000000
|
|
0.37500000
|
|
|
|
|
|
|
|
|
|
|
|
|
Strain 23
|
|
1
|
|
E/2SE/4 Sec 23, Blk 36, T1N, T&P
|
|
Martin
|
|
80
|
|
0.75000000
|
|
|
|
|
|
0.50000000
|
|
0.37500000
|
|
|
|
|
|
|
|
|
|
|
|
|
Cox 11 A
|
|
1
|
|
SE/4 Sec 11, Blk 36-3N, T&P
|
|
Martin
|
|
160
|
|
0.75500000
|
|
|
|
|
|
0.51122052
|
|
0.38597149
|
|
|
|
|
|
|
|
|
|
|
|
|
Barrett 10
|
|
2,4
|
|
Sec 10, Blk 36, T3N, T&P
|
|
Martin
|
|
320
|
|
0.75546786
|
|
|
|
|
|
0.32147816
|
|
0.24286642
|
|
|
|
|
|
|
|
|
|
|
|
|
Mims 2
|
|
1,2
|
|
Labor 2 League 260, Borden CSL
|
|
Martin
|
|
177.12
|
|
0.75000000
|
|
|
|
|
|
0.42748154
|
|
0.32061116
|
|
|
|
|
|
|
|
|
|
|
|
|
Wade Estate A3
|
|
1,2
|
|
Labor 3, League 260 Borden CSL
|
|
Martin
|
|
177.12
|
|
0.75000000
|
|
|
|
|
|
0.36740364
|
|
0.27555273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Name
|
|
Well No.
|
|
Legal Description
|
|
County
|
|
Gross
Acreage
|
|
LEASE NRI
|
|
BPO WI
|
|
BPO NRI
|
|
APO WI
|
|
APO NRI
|
|
|
|
|
|
|
|
|
|
|
|
|
Wade Estate 260 No. 14
|
|
1
|
|
Labor 14, League 260 Borden CSL
|
|
Martin
|
|
177.12
|
|
0.75000000
|
|
|
|
|
|
0.36740364
|
|
0.27555273
|
|
|
|
|
|
|
|
|
|
|
|
|
Wade Estate 260 No. 15
|
|
1
|
|
Labor 15, League 260 Borden CSL
|
|
Martin
|
|
177.12
|
|
0.75000000
|
|
|
|
|
|
0.36740364
|
|
0.27555273
|
|
|
|
|
|
|
|
|
|
|
|
|
Wade Estate 260 No. 16
|
|
1
|
|
Labor 16, League 260 Borden CSL
|
|
Martin
|
|
177.12
|
|
0.75000000
|
|
|
|
|
|
0.36740364
|
|
0.27555273
|
|
|
|
|
|
|
|
|
|
|
|
|
Wade Estate 260 No. 17
|
|
1,2
|
|
Labor 17, League 260 Borden CSL
|
|
Martin
|
|
177.12
|
|
0.75000000
|
|
|
|
|
|
0.36740364
|
|
0.27555273
|
|
|
|
|
|
|
|
|
|
|
|
|
Wade Estate 260 No. 18
|
|
1,2
|
|
Labor 18, League 260 Borden CSL
|
|
Martin
|
|
177.12
|
|
0.75000000
|
|
|
|
|
|
0.36740364
|
|
0.27555273
|
|
|
|
|
|
|
|
|
|
|
|
|
Wade Estate 260 No. 18
|
|
2
|
|
Labor 18, League 260 Borden CSL
|
|
Martin
|
|
177.12
|
|
0.75000000
|
|
0.43023810
|
|
0.32267858
|
|
0.36740364
|
|
0.27555273
|
|
|
|
|
|
|
|
|
|
|
|
|
Wade Estate 260 No. 24
|
|
1
|
|
Labor 19, League 260 Borden CSL
|
|
Martin
|
|
177.12
|
|
0.75000000
|
|
|
|
|
|
0.36740364
|
|
0.27555273
|
|
|
|
|
|
|
|
|
|
|
|
|
Hall 252
|
|
1,2,5,6,19
|
|
SE 710.5 ac. of E/2 League 252, Ward CSL; S&E S 133 ac.
|
|
Martin
|
|
710.5
|
|
0.75000000
|
|
|
|
|
|
0.41053828
|
|
0.30790371
|
|
|
|
|
|
|
|
|
|
|
|
|
Hall 252
|
|
3,8,9,20
|
|
SE 710.5 ac. of E/2 League 252, Ward CSL; S&E S 133 ac.
|
|
Martin
|
|
710.5
|
|
0.75000000
|
|
|
|
|
|
0.40704209
|
|
0.30528157
|
|
|
|
|
|
|
|
|
|
|
|
|
Freeman 22
|
|
3,4
|
|
Labor 22, League 259, Borden CSL
|
|
Martin
|
|
177.12
|
|
0.75000000
|
|
|
|
|
|
0.41053828
|
|
0.30790371
|
|
|
|
|
|
|
|
|
|
|
|
|
Phillips 16
|
|
1,2
|
|
Labor 16, League 259, Borden CSL
|
|
Martin
|
|
190.2
|
|
0.75000000
|
|
0.22125000
|
|
0.16593750
|
|
0.21560151
|
|
0.16170113
|
|
|
|
|
|
|
|
|
|
|
|
|
Drum 23
|
|
1,2
|
|
Labor 23, League 259, Borden CSL
|
|
Martin
|
|
177.12
|
|
0.75000000
|
|
|
|
|
|
0.22125000
|
|
0.16593750
|
|
|
|
|
|
|
|
|
|
|
|
|
Hightower 20
|
|
1,2
|
|
Labor 20, League 259, Borden CSL
|
|
Martin
|
|
190.2
|
|
0.75000000
|
|
|
|
|
|
0.27375000
|
|
0.20531250
|
|
|
|
|
|
|
|
|
|
|
|
|
Hightower 21
|
|
1
|
|
Labor 21, League 259, Borden CSL
|
|
Martin
|
|
190.42
|
|
0.75000000
|
|
0.31312500
|
|
0.23484375
|
|
0.30720356
|
|
0.23040267
|
|
|
|
|
|
|
|
|
|
|
|
|
Hightower 21
|
|
2
|
|
Labor 21, League 259, Borden CSL
|
|
Martin
|
|
190.42
|
|
0.75000000
|
|
0.27375000
|
|
0.20531250
|
|
0.26857311
|
|
0.20142983
|
|
|
|
|
|
|
|
|
|
|
|
|
Simons 34
|
|
1,2
|
|
S/2 & NW/4 of SW/4 Sec 34, Blk 35-1N, T&P
|
|
Martin
|
|
120
|
|
0.75000000
|
|
|
|
|
|
0.24900000
|
|
0.18675000
|
|
|
|
|
|
|
|
|
|
|
|
|
Nance 19
|
|
1,4,6
|
|
N/2 & SE/4 Sec 19, Blk 36-3N, T&P
|
|
Martin
|
|
480
|
|
0.75000000
|
|
0.24213185
|
|
0.18159889
|
|
0.23890359
|
|
0.17917769
|
|
|
|
|
|
|
|
|
|
|
|
|
Farms 19
|
|
1,2
|
|
SW/4 Sec 19, Blk 36-3N, T&P
|
|
Martin
|
|
160
|
|
0.75000000
|
|
0.23651158
|
|
0.17738369
|
|
0.23335810
|
|
0.17501858
|
|
|
|
|
|
|
|
|
|
|
|
|
Vernon 20
|
|
1,2
|
|
NW/4 Sec 20, Blk 36-3N, T&P
|
|
Martin
|
|
160
|
|
0.75000000
|
|
0.24744831
|
|
0.18558623
|
|
0.24211714
|
|
0.18158786
|
|
|
|
|
|
|
|
|
|
|
|
|
Everts 20
|
|
1,2
|
|
SW/4 Sec 20, Blk 36-3N, T&P
|
|
Martin
|
|
160
|
|
0.75000000
|
|
0.24242324
|
|
0.18181743
|
|
0.23720048
|
|
0.17790036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Name
|
|
Well No.
|
|
Legal Description
|
|
County
|
|
Gross
Acreage
|
|
LEASE NRI
|
|
BPO WI
|
|
BPO NRI
|
|
APO WI
|
|
APO NRI
|
|
|
|
|
|
|
|
|
|
|
|
|
Schneider 252
|
|
1,2,3
|
|
708 ac of E part of League 252, A607, less 320 ac
|
|
Martin
|
|
308
|
|
0.75000000
|
|
|
|
|
|
0.22860793
|
|
0.17145595
|
|
|
|
|
|
|
|
|
|
|
|
|
Schneider 252
|
|
4
|
|
708 ac of E part of League 252, A607, less 320 ac
|
|
Martin
|
|
80
|
|
0.75000000
|
|
0.23503169
|
|
0.17627377
|
|
0.22860793
|
|
0.17145595
|
|
|
|
|
|
|
|
|
|
|
|
|
Robason 18
|
|
1,2
|
|
Labor 18, League 259, Borden CSL
|
|
Martin
|
|
177.12
|
|
0.75000000
|
|
|
|
|
|
0.24900000
|
|
0.18675000
|
|
|
|
|
|
|
|
|
|
|
|
|
Gaynelle 24
|
|
1,2
|
|
Labor 24, League 259, Borden CSL
|
|
Martin
|
|
177.12
|
|
0.75000000
|
|
0.25775297
|
|
0.19331473
|
|
0.24526266
|
|
0.18394700
|
|
|
|
|
|
|
|
|
|
|
|
|
Charlie 6
|
|
1,2
|
|
Labor 6, League 260, Borden CSL
|
|
Martin
|
|
180.56
|
|
0.75000000
|
|
|
|
|
|
0.24900000
|
|
0.18675000
|
|
|
|
|
|
|
|
|
|
|
|
|
Loftin 7
|
|
1,2
|
|
Labor 7, League 260, Borden CSL
|
|
Martin
|
|
180.56
|
|
0.75000000
|
|
|
|
|
|
0.24900000
|
|
0.18675000
|
|
|
|
|
|
|
|
|
|
|
|
|
Williams 6
|
|
1
|
|
W 168 ac in the N/2 of Sec 6, Blk 36-3N, T&P
|
|
Martin
|
|
168
|
|
0.75000000
|
|
|
|
|
|
0.24900000
|
|
0.18675000
|
|
|
|
|
|
|
|
|
|
|
|
|
Faye 26
|
|
1,2
|
|
SE/4 of Sec 26, Blk 36-1N, T&P
|
|
Martin
|
|
160
|
|
0.75000000
|
|
|
|
|
|
0.37209087
|
|
0.27906815
|
|
|
|
|
|
|
|
|
|
|
|
|
Mabee 23
|
|
1,3
|
|
N/120 ac NW/4 Sec 23, Blk 38-1S, T&P
|
|
Midland
|
|
120
|
|
0.75000000
|
|
|
|
|
|
0.36857477
|
|
0.27643108
|
|
|
|
|
|
|
|
|
|
|
|
|
Arnett 44
|
|
1,2,3,4
|
|
N/2 Sec 44, Blk Y, J.T. Mosely Survey
|
|
Reagan
|
|
280
|
|
0.79943550
|
|
0.29736647
|
|
0.23772532
|
|
0.29620493
|
|
0.23679674
|
|
|
|
|
|
|
|
|
|
|
|
|
Arnett 44
|
|
5
|
|
N/2 Sec 44, Blk Y, J.T. Mosely Survey
|
|
Reagan
|
|
40
|
|
0.79943550
|
|
0.48410361
|
|
0.38700961
|
|
0.29620493
|
|
0.23679674
|
|
|
|
|
|
|
|
|
|
|
|
|
Arnett 44 A
|
|
1,2
|
|
SE/4 Sec 44, Blk Y, J.T. Mosely Survey
|
|
Reagan
|
|
160
|
|
0.79425953
|
|
0.32024083
|
|
0.25435433
|
|
0.31898994
|
|
0.25336080
|
|
|
|
|
|
|
|
|
|
|
|
|
Arnett 44 B
|
|
1,2
|
|
SW/4 Sec 44, Blk Y, J.T. Mosely Survey
|
|
Reagan
|
|
160
|
|
0.79425953
|
|
0.56250000
|
|
0.44677099
|
|
0.43359376
|
|
0.34438598
|
|
|
|
|
|
|
|
|
|
|
|
|
Jameson 49
|
|
1
|
|
W/2 W/2 Sec 49, Blk Y, TC Ry Survey
|
|
Reagan
|
|
80
|
|
0.75000000
|
|
|
|
|
|
0.35799740
|
|
0.26849805
|
|
|
|
|
|
|
|
|
|
|
|
|
Jameson 49
|
|
2
|
|
W/2 W/2 Sec 49, Blk Y, TC Ry Survey
|
|
Reagan
|
|
80
|
|
0.75000000
|
|
|
|
|
|
0.36455989
|
|
0.27341992
|
|
|
|
|
|
|
|
|
|
|
|
|
Jameson 50
|
|
1,4,5
|
|
Sec 50, Blk Y, TC Ry Survey
|
|
Reagan
|
|
240
|
|
0.75160317
|
|
|
|
|
|
0.33732445
|
|
0.25353413
|
|
|
|
|
|
|
|
|
|
|
|
|
Jameson 50
|
|
2
|
|
Sec 50, Blk Y, TC Ry Survey
|
|
Reagan
|
|
80
|
|
0.75160317
|
|
0.56308121
|
|
0.42321362
|
|
0.38416014
|
|
0.28873598
|
|
|
|
|
|
|
|
|
|
|
|
|
Jameson 50
|
|
3,6
|
|
Sec 50, Blk Y, TC Ry Survey
|
|
Reagan
|
|
160
|
|
0.75160317
|
|
0.53819856
|
|
0.40451174
|
|
0.35069856
|
|
0.26358615
|
|
|
|
|
|
|
|
|
|
|
|
|
Jameson 50
|
|
7,8
|
|
Sec 50, Blk Y, TC Ry Survey
|
|
Reagan
|
|
160
|
|
0.75160317
|
|
|
|
|
|
0.33825701
|
|
0.25423504
|
|
|
|
|
|
|
|
|
|
|
|
|
Sadler 50.5
|
|
1,2
|
|
E/2 of Lot 4 Sec 50 1/2, PB Scott Surv.
|
|
Reagan
|
|
160
|
|
0.75781226
|
|
|
|
|
|
0.36455989
|
|
0.27626795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Name
|
|
Well No.
|
|
Legal Description
|
|
County
|
|
Gross
Acreage
|
|
LEASE NRI
|
|
BPO WI
|
|
BPO NRI
|
|
APO WI
|
|
APO NRI
|
|
|
|
|
|
|
|
|
|
|
|
|
Pettit 8 A
|
|
1
|
|
SW/4 Sec 8, Blk C
|
|
Reagan
|
|
80
|
|
0.75000000
|
|
|
|
|
|
0.36455989
|
|
0.27341992
|
|
|
|
|
|
|
|
|
|
|
|
|
Pettit 8 A
|
|
2
|
|
SW/4 Sec 8, Blk C
|
|
Reagan
|
|
80
|
|
0.75000000
|
|
0.37768490
|
|
0.28326368
|
|
0.36455989
|
|
0.27341992
|
|
|
|
|
|
|
|
|
|
|
|
|
Pettit 8
|
|
1
|
|
W/2 NW/4 Sec 8, Blk C, EL& RR Ry. Co.
|
|
Reagan
|
|
80
|
|
0.75000000
|
|
|
|
|
|
0.36455989
|
|
0.27341992
|
|
|
|
|
|
|
|
|
|
|
|
|
Pettit 14
|
|
1,2
|
|
S/2NE/4 & N/2SW/4 Sec 14, Blk L, TC Ry Co
|
|
Reagan
|
|
160
|
|
0.75000000
|
|
|
|
|
|
0.36455989
|
|
0.27341992
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas 9
|
|
1,2
|
|
NE/4 Sec 9, Blk D, D & W Ry. Survey
|
|
Reagan
|
|
160
|
|
0.75000000
|
|
|
|
|
|
1.00000000
|
|
0.75000000
|
|
|
|
|
|
|
|
|
|
|
|
|
Ringo Renna T - A-
|
|
1,2
|
|
NE/4 Sec 9, Blk D, L&SV RR Co Survey
|
|
Reagan
|
|
162.3
|
|
0.72500000
|
|
|
|
|
|
1.00000000
|
|
0.72500000
|
|
|
|
|
|
|
|
|
|
|
|
|
Ringo Renna T - B-
|
|
1,2
|
|
NE/4 Sec 8, Blk D, L&SV RR Co Survey
|
|
Reagan
|
|
162.1
|
|
0.72500000
|
|
|
|
|
|
1.00000000
|
|
0.72500000
|
|
|
|
|
|
|
|
|
|
|
|
|
McMasters
|
|
|
|
Sec 4, Blk A, EL&RR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Myrtle
|
|
1,2
|
|
RR Co. Survey
|
|
Reagan
|
|
311
|
|
0.72500000
|
|
|
|
|
|
0.91627840
|
|
0.66430184
|
|
|
|
|
|
|
|
|
|
|
|
|
McMasters
|
|
|
|
Sec 4, Blk A, EL&RR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Myrtle No.
|
|
4
|
|
RR Co. Survey
|
|
Reagan
|
|
160
|
|
0.72500001
|
|
|
|
|
|
0.13767517
|
|
0.09981450
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Ona
|
|
1,2,4
|
|
East 102 acres of Sec 10 & All of Sec 11, Blk O, TC RR Co. Survey
|
|
Reagan
|
|
164.2
|
|
0.72500000
|
|
|
|
|
|
0.91627840
|
|
0.66430184
|
|
|
|
|
|
|
|
|
|
|
|
|
Cook T E
|
|
1,2
|
|
348 acre tract out of the N/2 Section 9 & part of 10, Blk O, TC RR Co Survey
|
|
Reagan
|
|
348
|
|
0.72500000
|
|
|
|
|
|
0.88109726
|
|
0.63879551
|
|
|
|
|
|
|
|
|
|
|
|
|
Dusek
|
|
1,2,3,4,5,7,10
|
|
W/2 Sec 5, Blk 39-5S, T&P
|
|
Upton
|
|
240
|
|
0.75000000
|
|
|
|
|
|
0.37456266
|
|
0.28092200
|
|
|
|
|
|
|
|
|
|
|
|
|
Dusek
|
|
6,8
|
|
W/2 Sec 5, Blk 39-5S, T&P
|
|
Upton
|
|
80
|
|
0.75000000
|
|
0.38633461
|
|
0.28975096
|
|
0.37456340
|
|
0.28092255
|
|
|
|
|
|
|
|
|
|
|
|
|
Carlos 1
|
|
1,3
|
|
NW/4 Sec 1, Blk K, PT Irrig.
|
|
Upton
|
|
160
|
|
0.77500000
|
|
|
|
|
|
0.37456266
|
|
0.29028606
|
|
|
|
|
|
|
|
|
|
|
|
|
JRS Farms 24
|
|
1
|
|
NE/4 Sec 24, Blk 39-5S, T&P
|
|
Upton
|
|
40
|
|
0.77370880
|
|
|
|
|
|
0.37456266
|
|
0.28980243
|
|
|
|
|
|
|
|
|
|
|
|
|
JRS Farms 24
|
|
2
|
|
NE/4 Sec 24, Blk 39-5S, T&P
|
|
Upton
|
|
40
|
|
0.77370880
|
|
|
|
|
|
0.36285860
|
|
0.28074689
|
|
|
|
|
|
|
|
|
|
|
|
|
JRS Farms 24
|
|
3
|
|
NE/4 Sec 24, Blk 39-5S, T&P
|
|
Upton
|
|
40
|
|
0.77370880
|
|
0.39206340
|
|
0.30334290
|
|
0.37456266
|
|
0.28980243
|
|
|
|
|
|
|
|
|
|
|
|
|
JRS Farms 24
|
|
4
|
|
NE/4 Sec 24, Blk 39-5S, T&P
|
|
Upton
|
|
40
|
|
0.77370880
|
|
0.37562784
|
|
0.29062657
|
|
0.36285860
|
|
0.28074689
|
|
|
|
|
|
|
|
|
|
|
|
|
Crawford 46
|
|
1,2,3,4
|
|
SE/4 Sec 46, Blk 39-5S, T&P
|
|
Upton
|
|
160
|
|
0.75168789
|
|
|
|
|
|
0.27532911
|
|
0.20696156
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Name
|
|
Well No.
|
|
Legal Description
|
|
County
|
|
Gross
Acreage
|
|
LEASE NRI
|
|
BPO WI
|
|
BPO NRI
|
|
APO WI
|
|
APO NRI
|
|
|
|
|
|
|
|
|
|
|
|
|
XB Cox 20 “B”
|
|
1,2
|
|
N/2 NW/2 Sec 20, Blk B, CCSD&RGNG
|
|
Upton
|
|
80
|
|
0.75050000
|
|
|
|
|
|
0.35773443
|
|
0.26847969
|
|
|
|
|
|
|
|
|
|
|
|
|
XB Cox 20 “A”
|
|
1
|
|
NE/4 Sec 20, Blk B, CCSD&RGNG
|
|
Upton
|
|
160
|
|
0.75050000
|
|
|
|
|
|
0.35773443
|
|
0.26847969
|
|
|
|
|
|
|
|
|
|
|
|
|
Carlos 14
|
|
1,2,3
|
|
NW/4 & S/2 of Sec 14, Blk N, HE&WT
|
|
Upton
|
|
480
|
|
0.75000000
|
|
|
|
|
|
0.36455989
|
|
0.27341992
|
|
|
|
|
|
|
|
|
|
|
|
|
Dusek A
|
|
5,6,7,8
|
|
W/2 Sec 5, Blk 39-5S, T&P
|
|
Upton
|
|
160
|
|
0.75000000
|
|
|
|
|
|
0.26066314
|
|
0.19549736
|
|
|
|
|
|
|
|
|
|
|
|
|
Dusek A
|
|
1,2,3,4
|
|
W/2 Sec 5, Blk 39-5S, T&P
|
|
Upton
|
|
160
|
|
0.75000000
|
|
0.29602720
|
|
0.22202040
|
|
0.28377072
|
|
0.21282804
|
|
|
|
|
|
|
|
|
|
|
|
|
Shackelford 7
|
|
1,2,3,4,5,6,7,8
,9,10
|
|
Sec 7, Blk 38-5S, T&P
|
|
Upton
|
|
640
|
|
0.75795811
|
|
|
|
|
|
0.36455989
|
|
0.27632113
|
|
|
|
|
|
|
|
|
|
|
|
|
Shackelford 7
|
|
11
|
|
Sec 7, Blk 38-5S, T&P
|
|
Upton
|
|
640
|
|
0.75795811
|
|
0.37768489
|
|
0.28626933
|
|
0.36455989
|
|
0.27632113
|
|
|
|
|
|
|
|
|
|
|
|
|
Shackelford 7
|
|
12
|
|
Sec 7, Blk 38-5S, T&P
|
|
Upton
|
|
640
|
|
0.75795811
|
|
0.37112224
|
|
0.28129511
|
|
0.36455989
|
|
0.27632113
|
|
|
|
|
|
|
|
|
|
|
|
|
Pembrook 20
|
|
1,2
|
|
S/2 of NW/4 Sec 20, Blk B, CCSD & RGNG RR Co.
|
|
Upton
|
|
80
|
|
0.75000000
|
|
|
|
|
|
0.24675760
|
|
0.18506820
|
|
|
|
|
|
|
|
|
|
|
|
|
JRS Farms 18A
|
|
1,2,5
|
|
Sec 18, Blk 38-5S, T&P
|
|
Upton
|
|
62.29
|
|
0.75000000
|
|
0.26660156
|
|
0.19995117
|
|
0.26523438
|
|
0.19892579
|
|
|
|
|
|
|
|
|
|
|
|
|
JRS Farms 18B
|
|
3,4,6,12
|
|
Sec 18, Blk 38-5S, T&P
|
|
Upton
|
|
342.58
|
|
0.75000000
|
|
0.61660156
|
|
0.46245117
|
|
0.40523436
|
|
0.30392577
|
|
|
|
|
|
|
|
|
|
|
|
|
JRS Farms 18C
|
|
9
|
|
Sec 18, Blk 38-5S, T&P
|
|
Upton
|
|
259.53
|
|
0.75000000
|
|
0.53320313
|
|
0.39990235
|
|
0.53046875
|
|
0.39785156
|
|
|
|
|
|
|
|
|
|
|
|
|
JRS Farms 24A
|
|
1,2,3,5
|
|
S/2 & NW/4 of Sec 24, Blk 39-5S, T&P
|
|
Upton
|
|
167.87
|
|
0.75000000
|
|
0.33906250
|
|
0.25429688
|
|
0.33123836
|
|
0.24842877
|
|
|
|
|
|
|
|
|
|
|
|
|
JRS Farms 24B
|
|
4,6,7
|
|
S/2 & NW/4 of Sec 24, Blk 39-5S, T&P
|
|
Upton
|
|
167.87
|
|
0.75000000
|
|
0.73906250
|
|
0.55429688
|
|
0.47123835
|
|
0.35342876
|
|
|
|
|
|
|
|
|
|
|
|
|
JRS Farms 24C
|
|
N/A
|
|
S/2 & NW/4 of Sec 24, Blk 39-5S, T&P
|
|
Upton
|
|
167.87
|
|
0.75000000
|
|
0.67812500
|
|
0.50859375
|
|
0.66247672
|
|
0.49685754
|
|
|
|
|
|
|
|
|
|
|
|
|
JRS Farms 30A
|
|
1,2,4
|
|
S/2 & NW/4 Sec 30, Blk 38-5S, T&P
|
|
Upton
|
|
110
|
|
0.75000000
|
|
0.32265625
|
|
0.24199219
|
|
0.31992188
|
|
0.23994141
|
|
|
|
|
|
|
|
|
|
|
|
|
JRS Farms 30B
|
|
3,5,6
|
|
S/2 & NW/4 Sec 30, Blk 38-5S, T&P
|
|
Upton
|
|
150
|
|
0.75000000
|
|
0.67265625
|
|
0.50449219
|
|
0.45992188
|
|
0.34494141
|
|
|
|
|
|
|
|
|
|
|
|
|
JRS Farms 30C
|
|
N/A
|
|
S/2 & NW/4 Sec 30, Blk 38-5S, T&P
|
|
Upton
|
|
220
|
|
0.75000000
|
|
0.64804690
|
|
0.48603518
|
|
0.64531250
|
|
0.48398438
|
|
|
|
|
|
|
|
|
|
|
|
|
Dusek 4
|
|
1,3,4,5,6,7,8,1
1,12
|
|
N/2 & SW/4 Sec 4, Blk 39-5S, T&P
|
|
Upton
|
|
480
|
|
0.75000000
|
|
|
|
|
|
0.24000000
|
|
0.18000000
|
|
|
|
|
|
|
|
|
|
|
|
|
Dusek 44
|
|
1,2,3,4,5,6,7,8,9
|
|
S/2 & NE/4 Sec 44, Blk 39-4S, T&P
|
|
Upton/Mi dland
|
|
480
|
|
0.75000000
|
|
|
|
|
|
0.24000000
|
|
0.18000000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Name
|
|
Well No.
|
|
Legal Description
|
|
County
|
|
Gross
Acreage
|
|
LEASE NRI
|
|
BPO WI
|
|
BPO NRI
|
|
APO WI
|
|
APO NRI
|
|
|
|
|
|
|
|
|
|
|
|
|
Dusek 45
|
|
1,2,3,4,5,6,7,8
,9,10,11,13
|
|
N/2 & SW/4 Sec 45, Blk 39-4S, T&P
|
|
Upton/Mi dland
|
|
480
|
|
0.75000000
|
|
|
|
|
|
0.24000000
|
|
0.18000000
|
|
|
|
|
|
|
|
|
|
|
|
|
Mills 11
|
|
1,2
|
|
SW/4 Sec 11, Blk 40- 5S, T&P
|
|
Upton
|
|
160
|
|
0.75000000
|
|
0.93750000
|
|
0.70312500
|
|
0.89583334
|
|
0.67187501
|
|
|
|
|
|
|
|
|
|
|
|
|
JRS Farms 30
|
|
1,2,3,4
|
|
NE/4 Sec 30, Blk 38- 5S, T&P
|
|
Upton
|
|
164.78
|
|
0.75000000
|
|
0.73750000
|
|
0.55312500
|
|
0.72812500
|
|
0.54609375
|
|
|
|
|
|
|
|
|
|
|
|
|
JRS Farms 22
|
|
1,2,5,6,8
|
|
Sec 22, Blk 39, T-5-S, T&P
|
|
Upton
|
|
640
|
|
0.75000000
|
|
0.96875000
|
|
0.72656250
|
|
0.96178296
|
|
0.72133722
|
|
|
|
|
|
|
|
|
|
|
|
|
Linda 1
|
|
1,2
|
|
SW/4 Sec 1, Blk K, PT Irrig. Co. Survey
|
|
Upton
|
|
160
|
|
0.80000000
|
|
|
|
|
|
0.74000000
|
|
0.59200000
|
|
|
|
|
|
|
|
|
|
|
|
|
James 1
|
|
1
|
|
NW/4 Sec 1, Blk M, EL&RR
|
|
Upton
|
|
160
|
|
0.75000000
|
|
|
|
|
|
0.96000000
|
|
0.72000000
|
|
|
|
|
|
|
|
|
|
|
|
|
India 22
|
|
1,2
|
|
SW/4 Sec 22, Blk 38 T-5-S, T&P
|
|
Upton
|
|
160
|
|
0.75000000
|
|
|
|
|
|
0.96000000
|
|
0.72000000
|
|
|
|
|
|
|
|
|
|
|
|
|
Slater 23
|
|
1,2
|
|
N/2 of SW/4 & S/2 of NW/4 Sec 23, Blk 38, T-5-S, T&P
|
|
Upton
|
|
160
|
|
0.75000000
|
|
|
|
|
|
0.96000000
|
|
0.72000000
|
|
|
|
|
|
|
|
|
|
|
|
|
Hugh 27
|
|
1
|
|
SW/4 Sec 27, Blk 38, T-5-S, T&P
|
|
Upton
|
|
160
|
|
0.75000000
|
|
|
|
|
|
0.96000000
|
|
0.72000000
|
|
|
|
|
|
|
|
|
|
|
|
|
Jamison 40
|
|
1
|
|
NE/4 Sec 40, Blk 38, T-5-S, T&P
|
|
Upton
|
|
160
|
|
0.75000000
|
|
|
|
|
|
0.96000000
|
|
0.72000000
|
|
|
|
|
|
|
|
|
|
|
|
|
Adelle 45
|
|
1
|
|
SW/4 Sec 45, Blk 38, T-5-S, T&P
|
|
Upton
|
|
160
|
|
0.75000000
|
|
|
|
|
|
0.96000000
|
|
0.72000000
|
|
|
|
|
|
|
|
|
|
|
|
|
Lena Lee 41A
|
|
1,2
|
|
W/2NW/4 Sec 41, Blk 40, T5S, T&P
|
|
Upton
|
|
80
|
|
0.75000000
|
|
1.00000000
|
|
0.75000000
|
|
0.75000000
|
|
0.56250000
|
|
|
|
|
|
|
|
|
|
|
|
|
Elwood 16
|
|
1,3
|
|
N/2 & SW/4 Sec 16, Blk 39, T5S, T&P
|
|
Upton
|
|
480
|
|
0.75000000
|
|
0.86875000
|
|
0.65156250
|
|
0.86044458
|
|
0.64533344
|
|
|
|
|
|
|
|
|
|
|
|
|
Mary 18
|
|
2
|
|
Sec 18, Blk 39-5S, T&P
|
|
Upton
|
|
640
|
|
0.75000000
|
|
0.96875000
|
|
0.72656250
|
|
0.92321264
|
|
0.69240948
|
|
|
|
|
|
|
|
|
|
|
|
|
Neal 14
|
|
1
|
|
S/2 Sec 14, Blk 40-5S, T&P
|
|
Upton
|
|
320
|
|
0.75000000
|
|
0.90867115
|
|
0.68150336
|
|
0.83859347
|
|
0.62894510
|
|
|
|
|
|
|
|
|
|
|
|
|
Franklin 22
|
|
1
|
|
SW/4 & NE/4 Sec 22, Blk 40-5S, T&P
|
|
Upton
|
|
320
|
|
0.75000000
|
|
0.90867115
|
|
0.68150336
|
|
0.83859347
|
|
0.62894510
|
|
|
|
|
|
|
|
|
|
|
|
|
Raliff 28
|
|
1,2
|
|
Sec 28, Blk 39, T5S, T&P
|
|
Upton
|
|
640
|
|
0.75000000
|
|
0.88541667
|
|
0.66406250
|
|
0.75781250
|
|
0.56835938
|
|
|
|
|
|
|
|
|
|
|
|
|
Zain 26
|
|
1,2
|
|
Sec 26, Blk 39, T5S, T&P
|
|
Upton
|
|
640
|
|
0.75000000
|
|
0.88541667
|
|
0.66406250
|
|
0.75781250
|
|
0.56835938
|
|
|
|
|
|
|
|
|
|
|
|
|
Stroud B No. 2
|
|
JV New Drill
|
|
Martin
|
|
HBP
|
|
Surface to 9,150’
|
|
0.83369141
|
|
0.77146485
|
|
0.57859864
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Name
|
|
Well No.
|
|
Legal Description
|
|
County
|
|
Gross
Acreage
|
|
LEASE NRI
|
|
BPO WI
|
|
BPO NRI
|
|
APO WI
|
|
APO NRI
|
|
|
|
|
|
|
|
|
|
|
|
|
Hale No. 2
|
|
JV New Drill
|
|
Martin
|
|
HBP
|
|
12,000
|
|
0.52406250
|
|
0.28342305
|
|
0.21256729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hale No. 3
|
|
JV New Drill
|
|
Martin
|
|
HBP
|
|
12,000
|
|
0.52406250
|
|
0.49635738
|
|
0.37226804
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hale No. 4
|
|
JV New Drill
|
|
Martin
|
|
HBP
|
|
12,000
|
|
0.51406250
|
|
0.48657383
|
|
0.36493037
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beal Snyder A No. 2
|
|
JV New Drill
|
|
Martin
|
|
HBP
|
|
12,000
|
|
0.74885420
|
|
0.71326631
|
|
0.53494973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beal Snyder A No. 3R
|
|
JV New Drill
|
|
Martin
|
|
HBP
|
|
12,000
|
|
0.68385420
|
|
0.65509131
|
|
0.49131848
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beal Snyder A No. 4
|
|
JV New Drill
|
|
Martin
|
|
HBP
|
|
12,000
|
|
0.68385420
|
|
0.65509131
|
|
0.49131848
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richards No. 2
|
|
JV New Drill
|
|
Martin
|
|
HBP
|
|
Base of the Strawn
|
|
0.38410705
|
|
0.36691877
|
|
0.31269185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richards No. 3
|
|
JV New Drill
|
|
Martin
|
|
HBP
|
|
Base of the Strawn
|
|
0.38410705
|
|
0.36691877
|
|
0.31269185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richards D No. 2
|
|
JV New Drill
|
|
Martin
|
|
HBP
|
|
Base of the Strawn
|
|
0.37112779
|
|
0.35740487
|
|
0.30458401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richards No. 3
|
|
JV New Drill
|
|
Martin
|
|
HBP
|
|
Base of the Strawn
|
|
0.37112779
|
|
0.35740487
|
|
0.30458401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hanks 2
|
|
JV New Drill
|
|
Midland
|
|
HBP
|
|
12,000
|
|
0.66050000
|
|
0.61902500
|
|
0.46426875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Powell No. 2
|
|
JV New Drill
|
|
Martin
|
|
HBP
|
|
12,000
|
|
0.67614583
|
|
0.64150403
|
|
0.51320322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Powell No. 3
|
|
JV New Drill
|
|
Martin
|
|
HBP
|
|
12,000
|
|
0.67614583
|
|
0.64150403
|
|
0.51320322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Powell No. 3
|
|
JV New Drill
|
|
Martin
|
|
HBP
|
|
12,000
|
|
0.67614583
|
|
0.34150403
|
|
0.27320322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beulah Phillips No. 2
|
|
JV New Drill
|
|
Midland
|
|
HBP
|
|
N/A
|
|
0.46036458
|
|
0.43667669
|
|
0.33441296
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phillips A No. 2
|
|
JV New Drill
|
|
Midland
|
|
HBP
|
|
N/A
|
|
0.37802083
|
|
0.35154251
|
|
0.26932717
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bryant A No. 2
|
|
JV New Drill
|
|
Midland
|
|
HBP
|
|
7,318’ to 9,175’
|
|
0.37992188
|
|
0.34969629
|
|
0.26227222
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Name
|
|
Well No.
|
|
Legal Description
|
|
County
|
|
Gross
Acreage
|
|
LEASE NRI
|
|
BPO WI
|
|
BPO NRI
|
|
APO WI
|
|
APO NRI
|
|
|
|
|
|
|
|
|
|
|
|
|
Brown No. 2
|
|
JV New Drill
|
|
Midland
|
|
HBP
|
|
N/A
|
|
0.61812500
|
|
0.58840156
|
|
0.46083126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jackson No. 3
|
|
JV New Drill
|
|
Midland
|
|
HBP
|
|
12,000
|
|
0.50257813
|
|
0.47635475
|
|
0.35726606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Satterfield 3
|
|
JV New Drill
|
|
Midland
|
|
HBP
|
|
12,000
|
|
0.57550000
|
|
0.52236250
|
|
0.39177188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donovan No. 2
|
|
JV New Drill
|
|
Midland
|
|
HBP
|
|
100’ Below bottom perf
|
|
0.28778906
|
|
0.26611597
|
|
0.23235295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donovan A No. 4
|
|
JV New Drill
|
|
Midland
|
|
HBP
|
|
100’ Below bottom perf
|
|
0.47938672
|
|
0.43160103
|
|
0.37684237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donovan A No. 2
|
|
JV New Drill
|
|
Midland
|
|
HBP
|
|
100’ Below bottom perf
|
|
0.37561172
|
|
0.33879853
|
|
0.29581403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Morgan A No. 2
|
|
JV New Drill
|
|
Upton
|
|
HBP
|
|
100’ Below bottom perf
|
|
0.38410705
|
|
0.36691877
|
|
0.31269185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Morgan A No. 3
|
|
JV New Drill
|
|
Upton
|
|
HBP
|
|
100’ Below bottom perf
|
|
0.31772684
|
|
0.31075809
|
|
0.26483116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Morgan A No. 4
|
|
JV New Drill
|
|
Upton
|
|
HBP
|
|
100’ Below bottom perf
|
|
0.31772684
|
|
0.31075809
|
|
0.26483116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Morgan C No. 2
|
|
JV New Drill
|
|
Upton
|
|
HBP
|
|
100’ Below bottom perf
|
|
0.37112779
|
|
0.35740487
|
|
0.30458401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Morgan C No. 3
|
|
JV New Drill
|
|
Upton
|
|
HBP
|
|
100’ Below bottom perf
|
|
0.31509340
|
|
0.31509340
|
|
0.26852575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Morgan C No. 4
|
|
JV New Drill
|
|
Upton
|
|
HBP
|
|
100’ Below bottom perf
|
|
0.31509340
|
|
0.31509340
|
|
0.26852575
|
|
|
|
|
Development Drilling Program I
Tract 1
– West Half (W/2) of Section 5, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Dippel Venture Capital Corporation
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 801 Page 874 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Deanna Dippel Alfred
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 801 Page 878 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Evelyn Anne Knolle McCulloch
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 801 Page 882 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Lavern G. Miller
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 801 Page 886 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Emmett Lee Pophanken and wife, Faye Wilma Pophanken
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 801 Page 889 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Arthur C. Miller, Jr.
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 801 Page 892 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Robert F. Miller, Jr.
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 801 Page 895 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Hubert B. Hunt, Trustee
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 001 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Helen Lucile Sample
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 004 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Wayne Leroy Strickler
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 007 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Susan Zeiss Holiman
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 011 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
John L. Zeiss
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 014 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Woodfin G. Zeiss
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 017 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Robert Beach Seyms
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 020 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
|
LESSOR:
|
|
Carolyn Seyms Bray
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 023 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Patricia Seyms Vickerman
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 026 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Don Crum
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 029 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Richard Crum
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 033 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
David Crum
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 037 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Thomas Eugene Miller
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 803 Page 626 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
William T. Youens, Jr., Individually and as Independent Executor of the Estate
|
|
|
|
of Lillie Belle Pophanken, dec’d
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
May 15, 2008
|
|
RECORDING:
|
|
Volume 803 Page 630 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
|
LESSOR:
|
|
Caroline W. Zeiss
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
August 1, 2008
|
|
RECORDING:
|
|
Volume 805 Page 557 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Pearl M. Skaggs et al
|
|
LESSEE:
|
|
Roy Parker
|
|
LEASE DATE:
|
|
April 22, 1955
|
|
RECORDING:
|
|
Volume 228 Page 105 of the Official Public Records of Upton County, Texas
|
|
|
|
Volume 231 Page 307 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers 50% of those rights from the interval of 7,429’ to the base of Spraberry-Dean formation; and said lease covers 50% of those rights from the base of the Spraberry-Dean formation
to 100’ below the base of the Strawn formation; and said lease covers 25% of those rights from 100’ below base of Strawn formation to the center of the earth.
|
|
|
|
(As noted in the Term Assignments above)
|
Tract 2
– Northeast Quarter (NE/4) Section 24, Block 39, T-5-S, T&P Ry. Co. Survey, Upton County,
Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Keeney Upton Mineral Trust, W. Ellwood Keeney, Trustee
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
January 26, 2009
|
|
RECORDING:
|
|
Volume 815 Page 330 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Lisa M. Atkins
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
March 11, 2009
|
|
RECORDING:
|
|
Volume 816 Page 68 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Gail Atkins Hamilton
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
March 11, 2009
|
|
RECORDING:
|
|
Volume 815 Page 340 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Richard D. Atkins
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
March 11, 2009
|
|
RECORDING:
|
|
Volume 815 Page 338 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Kimberly N. Atkins
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
March 11, 2009
|
|
RECORDING:
|
|
Volume 815 Page 323 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Michael R. Atkins
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
March 11, 2009
|
|
RECORDING:
|
|
Volume 815 Page 342 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Ravco Properties. Inc.
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
February 4, 2009
|
|
RECORDING:
|
|
Volume 815 Page 332 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
R.H. Venable Properties, Ltd.
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
February 4, 2009
|
|
RECORDING:
|
|
Volume 815 Page 335 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James B. Ratliff, III
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
July 10, 2009
|
|
RECORDING:
|
|
Volume 818 Page 884 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jerald Cecil Britton
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
March 12, 2009
|
|
RECORDING:
|
|
Volume 815 Page 328 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Patricia Hoffman Clark Trust U/A; Bank of America N.A., Trustee
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
March 5, 2009
|
|
RECORDING:
|
|
Volume 816 Page 219 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Martha Ann Cogdell Hospital Trust; JPMorgan Chase Bank, N.A., Trustee
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
March 25, 2009
|
|
RECORDING:
|
|
Volume 816 Page 70 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
N.S. Marrow, Individually and as Executor of Estate of Dorothy H. Marrow
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
March 11, 2009
|
|
RECORDING:
|
|
Volume 817 Page 34 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Moore-Burrow, LTD
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
April 13, 2009
|
|
RECORDING:
|
|
Volume 818 Page 882 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
The Worsham Family, L.P.
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
April 13, 2009
|
|
RECORDING:
|
|
Volume 817 Page 50 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Naomi Whitaker Irrevocable Trust; JPMorgan Chase Bank, N.A., Trustee
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
March 25, 2009
|
|
RECORDING:
|
|
Volume 817 Page 40 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Helen Jean Britton Purselley
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
March 12, 2009
|
|
RECORDING:
|
|
Volume 817 Page 36 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Texas Wesleyan University
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
February 26, 2009
|
|
RECORDING:
|
|
Volume 818 Page 880 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Rebecca Britton
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
August 5, 2009
|
|
RECORDING:
|
|
Volume 819 Page 761 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Ann Venable Rogers
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
July 24, 2009
|
|
RECORDING:
|
|
Volume 819 Page 574 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Venable Royalty, Ltd.
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
July 24, 2009
|
|
RECORDING:
|
|
Volume 819 Page 571 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Clara Jo Huckaby
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
July 10, 2009
|
|
RECORDING:
|
|
Volume 819 Page 577 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Joe Franklin Neal
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
July 10, 2009
|
|
RECORDING:
|
|
Volume 819 Page 567 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Henry Neal
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
July 10, 2009
|
|
RECORDING:
|
|
Volume 819 Page 569 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Dorchester Minerals, LP
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
August 17, 2009
|
|
RECORDING:
|
|
Volume 819 Page 798 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Eileen J. Britton Bell
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
March 12, 2009
|
|
RECORDING:
|
|
Volume 820 Page 425 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Estate of Elizabeth Sackett Crocker
|
|
LESSEE:
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Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
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April 2, 2009
|
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RECORDING:
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Volume 820 Page 493 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
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NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
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LESSOR:
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Myra June Atkins
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LESSEE:
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Parsley Energy Operations, LLC
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LEASE DATE:
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November 20, 2009
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RECORDING:
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Volume 824 Page 681 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
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|
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LESSOR:
|
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George Atkins
|
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LESSEE:
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Parsley Energy Operations, LLC
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LEASE DATE:
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November 23, 2009
|
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RECORDING:
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Volume 824 Page 683 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
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|
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LESSOR:
|
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Dorothy Sue Meriwether Atkins Loyd
|
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LESSEE:
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Parsley Energy Operations, LLC
|
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LEASE DATE:
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November 20, 2009
|
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RECORDING:
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Volume 824 Page 685 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
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NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
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LESSOR:
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SB Resources, LLC
|
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LESSEE:
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Parsley Energy Operations, LLC
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LEASE DATE:
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December 1, 2009
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|
RECORDING:
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Volume 826 Page 457 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
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LESSOR:
|
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Lualice Ann Dixon Hoffman
|
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LESSEE:
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Parsley Energy Operations, LLC
|
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LEASE DATE:
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November 30, 2009
|
|
RECORDING:
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Volume 824 Page 679 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
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NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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Worsham Family, LP
|
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LESSEE:
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Parsley Energy Operations, LLC
|
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LEASE DATE:
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April 13, 2009
|
|
RECORDING:
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Volume 817 Page 50 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
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NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
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LESSOR:
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Royalty Clearinghouse Partnership
|
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LESSEE:
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Parsley Energy, L.P.
|
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LEASE DATE:
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November 4, 2011
|
|
RECORDING:
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Volume 866 Page 139 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
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NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
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LESSOR:
|
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Elizabeth Smith Sleeper
|
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LESSEE:
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Parsley Energy, L.P.
|
|
LEASE DATE:
|
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December 1, 2009
|
|
RECORDING:
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Volume 866 Page 139 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
|
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NE/4 Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
Tract 3
– Northwest Quarter (NW/4) Section 1, Block K, P.T. Irrigation Co. Survey, Upton County, Texas
Leases:
|
|
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LESSOR:
|
|
Carlos Dusek
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 13, 2009
|
|
RECORDING:
|
|
Volume 819 Page 872 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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NW/4 Section 1, Block K, P.T. Irrigation Co. Survey, Upton County, Texas
|
|
|
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LESSOR:
|
|
Sandra S. Christian and R.A. Stevenson, Jr.
|
|
LESSEE:
|
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Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2009
|
|
RECORDING:
|
|
Volume 820 Page 7 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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NW/4 Section 1, Block K, P.T. Irrigation Co. Survey, Upton County, Texas
|
|
|
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LESSOR:
|
|
Thomas A. Gilstrap, Jr.
|
|
LESSEE:
|
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Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 22, 2009
|
|
RECORDING:
|
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Volume: 819 Page: 565 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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NW/4 Section 1, Block K, P.T. Irrigation Co. Survey, Upton County, Texas
|
|
|
|
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LESSOR:
|
|
Julia Payne Lardon
|
|
LESSEE:
|
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Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 22, 2009
|
|
RECORDING:
|
|
Volume: 819 Page: 874 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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NW/4 Section 1, Block K, P.T. Irrigation Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Elizabeth Payne
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 29, 2009
|
|
RECORDING:
|
|
Volume: 819 Page: 563 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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NW/4 Section 1, Block K, P.T. Irrigation Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Amanda Payne Gotto
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 6, 2009
|
|
RECORDING:
|
|
Volume: 819 Page: 876 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NW/4 Section 1, Block K, P.T. Irrigation Co. Survey, Upton County, Texas
|
Development Drilling Program II
Tract 1
– Southwest Quarter (SW/4) Section 46, Block 39, T-5-S, T&P Ry. Co. Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Pevehouse, Inc.
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
April 2, 2009
|
|
RECORDING:
|
|
Volume: 815 Page: 325 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
LMAM Partnership, LTD., C/O Rita Pat Harrell
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
March 31, 2009
|
|
RECORDING:
|
|
Volume: 816 Page: 66 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Trinity University
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
June 8, 2009
|
|
RECORDING:
|
|
Volume: 818 Page: 243 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James E. Thorpe
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
June 19, 2009
|
|
RECORDING:
|
|
Volume: 818 Page: 873 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
John Homer Rankin
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
July 23, 2009
|
|
RECORDING:
|
|
Volume: 818 Page: 875 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Priest Family First Limited Partnership
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
June 19, 2009
|
|
RECORDING:
|
|
Volume: 818 Page: 878 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Robert Pollard
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
March 26, 2009
|
|
RECORDING:
|
|
Volume: 817 Page: 38 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Guy P Hall, Attorney- In- Fact for Mignon Pearson
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
March 26, 2009
|
|
RECORDING:
|
|
Volume: 817 Page: 48 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Herd Partners, Ltd.
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
April 9, 2009
|
|
RECORDING:
|
|
Volume: 817 Page: 52 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Ralph H. Daugherty
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
April 30, 2009
|
|
RECORDING:
|
|
Volume: 817 Page: 46 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Patricia Ann St. Clair
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
March 26, 2009
|
|
RECORDING:
|
|
Volume: 815 Page: 319 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Sammie Jo Burleson Lane
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
March 26, 2009
|
|
RECORDING:
|
|
Volume: 815 Page: 317 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Primitive Petroleum
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
March 25, 2009
|
|
RECORDING:
|
|
Volume: 815 Page: 321 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Tomie S. Holmes
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
March 26, 2009
|
|
RECORDING:
|
|
Volume: 819 Page: 741 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Elizabeth Rankin Williams
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
April 2, 2009
|
|
RECORDING:
|
|
Volume: 819 Page: 743 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Nancy Jane Daugherty Kemp
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
April 30, 2009
|
|
RECORDING:
|
|
Volume: 819 Page: 739 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Bishop-Windham Family Limited Partnership
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
August 4, 2009
|
|
RECORDING:
|
|
Volume: 819 Page: 746 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Fairway Oil & Gas Company
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
June 26, 2009
|
|
RECORDING:
|
|
Volume: 820 Page: 194 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
LMCM Partnership, LTD.
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
April 28, 2009
|
|
RECORDING:
|
|
Volume: 820 Page: 427 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Nathan D. Webb, Jr.
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
August 31, 2009
|
|
RECORDING:
|
|
Volume: 826 Page: 461 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Sam A. Webb
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
August 31, 2009
|
|
RECORDING:
|
|
Volume: 826 Page: 459 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
William L. Vinson
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
August 31, 2009
|
|
RECORDING:
|
|
Volume: 826 Page: 465 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Gena Inmon
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
August 31, 2009
|
|
RECORDING:
|
|
Volume: 826 Page: 453 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Leslie Vinson
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
August 31, 2009
|
|
RECORDING:
|
|
Volume: 826 Page: 463 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Marc Vinson
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
August 31, 2009
|
|
RECORDING:
|
|
Volume: 826 Page: 455 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Waikiki Partners, LP
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
July 1, 2010
|
|
RECORDING:
|
|
Volume: 840 Page: 787 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Courtney Holt Cowden, Jr.
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
February 4, 2010
|
|
RECORDING:
|
|
Volume: 827 Page: 644 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Saratoga Royalty, LP
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
February 16, 2010
|
|
RECORDING:
|
|
Volume: 840 Page: 789 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
The Estate of Ernest Closuit, Jr. and Jeanne Closuit Long
|
|
LESSEE:
|
|
Parsley Energy Operations, LLC
|
|
LEASE DATE:
|
|
August 1, 2009
|
|
RECORDING:
|
|
Volume: 821 Page: 301 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 46, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
Tract 2
– Northeast Quarter (NE/4) Section 20, Block B, Abst. 610, CCSD & RGNG Ry. Co.
Survey, Upton County, Texas
|
|
|
|
|
|
|
Leases:
|
|
|
|
LESSOR:
|
|
X.B. Cox, Jr. and wife, Melba W. Cox
|
|
|
|
LESSEE:
|
|
Murphy Minerals Corporation
|
|
|
|
LEASE DATE:
|
|
May 3, 1974
|
|
|
|
RECORDING:
|
|
Volume: 418 Page: 543 of the Official Public Records of Upton County, Texas
|
|
|
|
DESCRIPTION:
|
|
NE/4 Section 20, Block B, Abst. 610, CCSD & RGNG Ry. Co. Survey, Upton County, Texas
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn Formation only.
|
Tract 3
– North Half (N/2) of Northwest Quarter (NW/4) Section 20, Block B, Abst. 610, CCSD & RGNG
Ry. Co. Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
X.B. Cox, Jr. and wife, Melba W. Cox
|
|
LESSEE:
|
|
Murphy Minerals Corporation
|
|
LEASE DATE:
|
|
May 3, 1974
|
|
RECORDING:
|
|
Volume: 418 Page: 543 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 of NW/4 Section 20, Block B, Abst. 610, CCSD & RGNG Ry. Co. Survey, Upton County, Texas
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn Formation only.
|
Development Drilling Program III
Tract 1
– Northwest Quarter (NW/4) Section 8, Block C, EL&RR Ry. Co. Survey, and the Northeast Quarter (NE/4) & Southwest Quarter
(SW/4) Section 14, Block L, TC Ry. Co. Survey, Reagan County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Nina Gayle Michum
|
|
LESSEE:
|
|
William A. Chalfant
|
|
LEASE DATE:
|
|
June 4, 2008
|
|
RECORDING:
|
|
Volume: 97 Page: 345 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
NE/4 and SW/4 of Section 14, Block L, TC Ry. Co. Survey; and the NW/4 of Section 8, Block C, EL&RR Ry. Co. Survey; both in Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Edith Marie Plott
|
|
LESSEE:
|
|
William A. Chalfant
|
|
LEASE DATE:
|
|
June 4, 2008
|
|
RECORDING:
|
|
Volume: 97 Page: 348 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
NE/4 and SW/4 of Section 14, Block L, TC Ry. Co. Survey; and the NW/4 of Section 8, Block C, EL&RR Ry. Co. Survey; both in Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Japson and Dorothy Pettit Corporation
|
|
LESSEE:
|
|
William A. Chalfant
|
|
LEASE DATE:
|
|
June 4, 2008
|
|
RECORDING:
|
|
Volume: 97 Page: 351 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
NE/4 and SW/4 of Section 14, Block L, TC Ry. Co. Survey; and the NW/4 of Section 8, Block C, EL&RR Ry. Co. Survey; both in Reagan County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
J. P. Pettit
|
|
LESSEE:
|
|
William A. Chalfant
|
|
LEASE DATE:
|
|
June 4, 2008
|
|
RECORDING:
|
|
Volume: 100 Page: 230 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
NE/4 and SW/4 of Section 14, Block L, TC Ry. Co. Survey; and the NW/4 of Section 8, Block C, EL&RR Ry. Co. Survey; both in Reagan County, Texas
|
Tract 2
– South Half (S/2) and Northwest Quarter (NW/4) Section 14, Block N, HE&WT Ry. Co. Survey,
Abstract 660, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
J. C. Wynne and wife, Mrs. J. C. Wynne; W. Fritz and wife, Adeline C. Fritz, and Staley-Wynne Oil Corporation
|
|
LESSEE:
|
|
J. L. Lamkin
|
|
LEASE DATE:
|
|
August 12, 1943
|
|
RECORDING:
|
|
Volume: 63 Page: 456 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Sections 14 & 16, Block N, HE&WT RR Co. Survey, Upton County, Texas
INSOFAR AND ONLY INSOFAR as said lease covers only those lands identified as Tract 2; and only those rights from the surface to
9,400’.
|
|
|
|
|
LESSOR:
|
|
Tarlton Morrow, C. I. Francis, Harry C. Weeks, R.E.L. Batts, Mary Batts Aldredge (joined pro forma by her husband Sawnie R. Aldredge) Individually and as Trustee for R.E.L. Batts, Jr., Robert Batts Tobin, Mary Lynn Aldredge,
Margaret Batts Tobin (joined pro forma by her husband Edgar Tobin), Margaret Batts Duncan (joined pro forma by her husband Donald C. Duncan), and Sawnie R. Aldredge, JR.
|
|
LESSEE:
|
|
J. L. Lamkin
|
|
LEASE DATE:
|
|
August 12, 1943
|
|
RECORDING:
|
|
Volume: 63 Page: 486 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Sections 14 & 16, Block N, HE&WT RR Co. Survey, Upton County, Texas
INSOFAR AND ONLY INSOFAR as said lease covers only those lands identified as Tract 2; and only those rights from the surface to
9,400’.
|
Development Drilling Program IV
Tract 1
– East Half (E/2) of Section 5, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Dippel Venture Capital Corporation
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 801 Page 874 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Deanna Dippel Alfred
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 801 Page 878 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation
only.
|
|
|
|
|
|
LESSOR:
|
|
Evelyn Anne Knolle McCulloch
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 801 Page 882 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Lavern G. Miller
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 801 Page 886 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Emmett Lee Pophanken and wife, Faye Wilma Pophanken
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 801 Page 889 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Arthur C. Miller, Jr.
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 801 Page 892 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Robert F. Miller, Jr.
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 801 Page 895 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Hubert B. Hunt, Trustee
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 001 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Helen Lucile Sample
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 004 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
|
LESSOR:
|
|
Wayne Leroy Strickler
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 007 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Susan Zeiss Holiman
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 011 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
John L. Zeiss
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 014 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Woodfin G. Zeiss
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 017 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Robert Beach Seyms
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 020 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Carolyn Seyms Bray
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 023 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Patricia Seyms Vickerman
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 026 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Don Crum
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 029 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
|
LESSOR:
|
|
Richard Crum
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 033 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
David Crum
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 802 Page 037 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Thomas Eugene Miller
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 803 Page 626 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
William T. Youens, Jr., Individually and as Independent Executor of the Estate of Lillie Belle Pophanken, dec’d
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
May 15, 2008
|
|
RECORDING:
|
|
Volume 803 Page 630 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Caroline W. Zeiss
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
August 1, 2008
|
|
RECORDING:
|
|
Volume 805 Page 557 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers rights from the surface to 100’ below the base of the Strawn formation only.
|
|
|
|
|
LESSOR:
|
|
Pearl M. Skaggs et al
|
|
LESSEE:
|
|
Roy Parker
|
|
LEASE DATE:
|
|
April 22, 1955
|
|
RECORDING:
|
|
Volume 228 Page 105 of the Official Public Records of Upton County, Texas
|
|
|
|
Volume 231 Page 307 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 5, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
INSOFAR AND ONLY INSOFAR as said lease covers 50% of those rights from the interval of 7,429’ to the base of Spraberry-Dean
formation; and said lease covers 50% of those rights from the base of the Spraberry-Dean formation to 100’ below the base of the Strawn formation; and said lease covers 25% of those rights from 100’ below base of Strawn formation to the
center of the earth.
(As noted in the Term Assignments above)
|
Premier Prospect
Tract 1
– Southeast Quarter (SE/4) Section 28, Block 36, T-1-S, T&P Ry. Co. Survey, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Noble Royalties, Inc. d/b/a Brown Drake Royalties
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 27, 2009
|
|
RECORDING:
|
|
Volume: 270 Page: 795 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
E/2 of SE/4 of Section 28, Block 36, T-1-S, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Windom Royalties, LLC
|
|
LESSEE:
|
|
Mack T. Resources, LP
|
|
LEASE DATE:
|
|
April 27, 2009
|
|
RECORDING:
|
|
Volume: 249 Page: 453 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
SE/4 of Section 28, Block 36, T-1-S, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
TAS Royalty Company
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 7, 2010
|
|
RECORDING:
|
|
Volume: 270 Page: 515 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
W/2 of SE/4 of Section 28, Block 36, T-1-S, T&P RR Co. Survey, Martin County, Texas
|
Tract 2
– Section 10, Block 36, T-3-N, T&P Ry. Co. Survey, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Mary Ann Shelton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 3, 2010
|
|
RECORDING:
|
|
Volume: 267 Page: 155 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Section 10, Block 36, T-3-N, T&P RR Co. Survey Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Eugenia Benson
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 3, 2010
|
|
RECORDING:
|
|
Volume: 267 Page: 157 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Section 10, Block 36, T-3-N, T&P RR Co. Survey Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Carl P. Rogers, III
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 8, 2010
|
|
RECORDING:
|
|
Volume: 267 Page: 586 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Section 10, Block 36, T-3-N, T&P RR Co. Survey Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Frederick Douglas McMurry
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 20, 2010
|
|
RECORDING:
|
|
Volume: 268 Page: 28 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Section 10, Block 36, T-3-N, T&P RR Co. Survey Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Frederick Douglas McMurry, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 1, 2010
|
|
RECORDING:
|
|
Volume: 268 Page: 391 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Section 10, Block 36, T-3-N, T&P RR Co. Survey Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Mary Sue Ray
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 1, 2010
|
|
RECORDING:
|
|
Volume: 268 Page: 394 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Section 10, Block 36, T-3-N, T&P RR Co. Survey Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Carol Ann Patterson
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 1, 2010
|
|
RECORDING:
|
|
Volume: 268 Page: 397 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Section 10, Block 36, T-3-N, T&P RR Co. Survey Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Betty Lynne Dickerson
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 1, 2010
|
|
RECORDING:
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Volume: 269 Page: 59 of the Official Public Records of Martin County, Texas
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DESCRIPTION:
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Section 10, Block 36, T-3-N, T&P RR Co. Survey Martin County, Texas
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|
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LESSOR:
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|
Elizabeth Gene Henderson
|
|
LESSEE:
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|
Parsley Energy, L.P.
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LEASE DATE:
|
|
March 5, 2010
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|
RECORDING:
|
|
Volume: 269 Page: 62 of the Official Public Records of Martin County, Texas
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|
DESCRIPTION:
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Section 10, Block 36, T-3-N, T&P RR Co. Survey Martin County, Texas
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|
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LESSOR:
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|
Hurshell K. Brown, Jr., Trustee of the Lone Tree Family Trust
|
|
LESSEE:
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|
Parsley Energy, L.P.
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LEASE DATE:
|
|
March 1, 2010
|
|
RECORDING:
|
|
Volume: 268 Page: 388 of the Official Public Records of Martin County, Texas
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DESCRIPTION:
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Section 10, Block 36, T-3-N, T&P RR Co. Survey Martin County, Texas
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|
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LESSOR:
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|
Mildred Wallace Hammock
|
|
LESSEE:
|
|
Parsley Energy, L.P.
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LEASE DATE:
|
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March 1, 2010
|
|
RECORDING:
|
|
Volume: 268 Page: 382 of the Official Public Records of Martin County, Texas
|
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DESCRIPTION:
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Section 10, Block 36, T-3-N, T&P RR Co. Survey Martin County, Texas
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|
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LESSOR:
|
|
Richard K. Wallace
|
|
LESSEE:
|
|
Parsley Energy, L.P.
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LEASE DATE:
|
|
March 1, 2010
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|
RECORDING:
|
|
Volume: 268 Page: 385 of the Official Public Records of Martin County, Texas
|
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DESCRIPTION:
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Section 10, Block 36, T-3-N, T&P RR Co. Survey Martin County, Texas
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LESSOR:
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St. Andrews Presbyterian Church
|
|
LESSEE:
|
|
Parsley Energy, L.P.
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|
LEASE DATE:
|
|
March 15, 2010
|
|
RECORDING:
|
|
Volume: 271 Page: 647 of the Official Public Records of Martin County, Texas
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DESCRIPTION:
|
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Section 10, Block 36, T-3-N, T&P RR Co. Survey Martin County, Texas
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LESSOR:
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|
Ray R. Barrett, Jr. and Lila B. Compton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
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|
LEASE DATE:
|
|
April 22, 2010
|
|
RECORDING:
|
|
Volume: 271 Page: 544 of the Official Public Records of Martin County, Texas
|
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DESCRIPTION:
|
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Section 10, Block 36, T-3-N, T&P RR Co. Survey Martin County, Texas
|
Tract 3
– Southeast Quarter (SE/4) Section 11, Block 36, T-3-N, T&P Ry. Co. Survey, Martin
County, Texas
Leases:
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LESSOR:
|
|
Jerry Lynn Cox
|
|
LESSEE:
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|
Clear Water, Inc.
|
|
LEASE DATE:
|
|
April 18, 2005
|
|
RECORDING:
|
|
Volume: 168 Page: 75 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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SE/4 of Section 11, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
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|
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LESSOR:
|
|
Marva Francis Cox
|
|
LESSEE:
|
|
Clear Water, Inc.
|
|
LEASE DATE:
|
|
April 18, 2005
|
|
RECORDING:
|
|
Volume: 168 Page: 80 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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SE/4 of Section 11, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
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|
|
LESSOR:
|
|
Susan McRostie
|
|
LESSEE:
|
|
Clear Water, Inc.
|
|
LEASE DATE:
|
|
April 18, 2005
|
|
RECORDING:
|
|
Volume: 168 Page: 86 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
SE/4 of Section 11, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Billy W. Davenport
|
|
LESSEE:
|
|
Clear Water, Inc.
|
|
LEASE DATE:
|
|
April 18, 2005
|
|
RECORDING:
|
|
Volume: 168 Page: 89 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
SE/4 of Section 11, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Jaune Ann Ireton
|
|
LESSEE:
|
|
Clear Water, Inc.
|
|
LEASE DATE:
|
|
April 18, 2005
|
|
RECORDING:
|
|
Volume: 168 Page: 92 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
SE/4 of Section 11, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Betty L. Thomas Revocable Living Trust
|
|
LESSEE:
|
|
Clear Water, Inc.
|
|
LEASE DATE:
|
|
April 18, 2005
|
|
RECORDING:
|
|
Volume: 168 Page: 95 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
SE/4 of Section 11, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Kyle Matthew Thomas
|
|
LESSEE:
|
|
Clear Water, Inc.
|
|
LEASE DATE:
|
|
April 18, 2005
|
|
RECORDING:
|
|
Volume: 168 Page: 98 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
SE/4 of Section 11, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Francis Pauline Owens
|
|
LESSEE:
|
|
Clear Water, Inc.
|
|
LEASE DATE:
|
|
April 18, 2005
|
|
RECORDING:
|
|
Volume: 168 Page: 101 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
SE/4 of Section 11, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Sally Ruth Robertson
|
|
LESSEE:
|
|
Clear Water, Inc.
|
|
LEASE DATE:
|
|
April 18, 2005
|
|
RECORDING:
|
|
Volume: 168 Page: 104 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
SE/4 of Section 11, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Migdon Cox, Trustee of the Carl Cox and Migdon Cox Revocable Living Trust
|
|
LESSEE:
|
|
Clear Water, Inc.
|
|
LEASE DATE:
|
|
April 18, 2005
|
|
RECORDING:
|
|
Volume: 168 Page: 107 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
SE/4 of Section 11, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
PlainsCaptial Bank as Trustee of the Cordelia Cox Family Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 12, 2010
|
|
RECORDING:
|
|
Volume: 271 Page: 728 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
NW/4 and SE/4 of Section 11, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
Tract 4:
Labors 3, 14, 15, 16, 17, 18, 24, League 260, Borden County School Lands, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Randy Drum, Estate of Gaynelle Drum
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 273, Page: 502 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labors 3, 14, 15, 16, 17, 18, 24, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Iris Wade Jones
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 273, Page: 504 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labors 3, 14, 15, 16, 17, 18, 24, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
James Mitchell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 11, 2010
|
|
RECORDING:
|
|
Volume: 273 Page: 517 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labors 3, 14, 15, 16, 17, 18, 24, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Jerry Mitchell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 11, 2010
|
|
RECORDING:
|
|
Volume: 273 Page: 520 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labors 3, 14, 15, 16, 17, 18, 24, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Elnora Phillips
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 273 Page: 506 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labors 3, 14, 15, 16, 17, 18, 24, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Laura Robason
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 11, 2010
|
|
RECORDING:
|
|
Volume: 273, Page: 514 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labors 3, 14, 15, 16, 17, 18, 24, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Brenton Wade
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 273, Page: 510 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labors 3, 14, 15, 16, 17, 18, 24, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Steven Wade
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 273, Page: 512 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labors 3, 14, 15, 16, 17, 18, 24, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Venita Wade Loftin
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 273 Page: 508 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labors 3, 14, 15, 16, 17, 18, 24, League 260, Borden County School Lands, Martin County, Texas
|
Tract 5:
Labor 2, League 260, Borden County School Lands, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Diane Wemple Lorusso
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
August 14, 2010
|
|
RECORDING:
|
|
Volume: 280, Page: 538 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Allen A. Wemple, Jr.
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
June 14, 2010
|
|
RECORDING:
|
|
Volume: 279, Page: 741 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Hugh Corrigan, IV, signed by POA William E. Corrigan, for Hugh Corrigon, IV
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
July 1, 2010
|
|
RECORDING:
|
|
Volume: 279, Page: 35 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Susan Courtney
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
June 14, 2010
|
|
RECORDING:
|
|
Volume: 276, Page: 276 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Eleanor Christie Corrigan, Trustee of the CEC Trust of F/B/O Eleanor Christie Corrigan
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
November 2, 2009
|
|
RECORDING:
|
|
Volume: 269, Page: 644 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
James Patrick Corrigan, Jr., Trustee of the CEC Trust of F/B/O James Patrick Corrigan, Jr.
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
November 2, 2009
|
|
RECORDING:
|
|
Volume: 265, Page: 252 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Edith Wemple Avery
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
October 16, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 467 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Lucille Wemple
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
October 22, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 294 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Evelyn Wemple Allen
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
October 16, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 296 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Fred W. Wemple
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
October 16, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 292 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
W. Scott Wemple
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
December 28, 2009
|
|
RECORDING:
|
|
Volume: 265, Page: 260 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Patsy Hinchey Family Limited Partnership
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
December 1, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 460 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Sevenways Minerals, Ltd.
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
December 1, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 272 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Yeager Resources, Ltd.
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
December 1, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 278 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Henke Petroleum Corporation
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
November 30, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 307 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Gerald Fitz-Gerald, Jr., Trustee of the Gerald Fitz-Gerald Trust
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
March 26, 2010
|
|
RECORDING:
|
|
Volume: 269, Page: 824 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
The Redlands Royalty Co., LLC
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
October 21, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 300 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Margaret J. Mims Hill
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
October 16, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 298 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
James W. Mims
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
October 16, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 290 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Pat Corrigan Trust, Pat Corrigan Trustee
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
November 2, 2009
|
|
RECORDING:
|
|
Volume: 265, Page: 255 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Hugh Daniels Corrigan, Trustee of the CEC of F/B/O Hugh Daniels Corrigan
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
November 2, 2009
|
|
RECORDING:
|
|
Volume: 265, Page: 249 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Self Children Revocable Management Trust, Bank of America, Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 1, 2010
|
|
RECORDING:
|
|
Volume: 281, Page: 433 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
|
|
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LESSOR:
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Hugh Corrigan, IV Trustee of the CEC Trust of F/B/O Hugh Corrigan, IV
|
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LESSEE:
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Parsley Energy, L.P.
|
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LEASE DATE:
|
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March 10, 2010
|
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RECORDING:
|
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Volume: 282, Page: 326 of the Official Public Records of Martin County, Texas
|
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DESCRIPTION:
|
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Labor 2, League 260, Borden County School Lands, Martin County, Texas
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|
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LESSOR:
|
|
Hugh Corrigan, III Trust
|
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LESSEE:
|
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Parsley Energy, L.P.
|
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LEASE DATE:
|
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August 1, 2010
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RECORDING:
|
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Volume: 282, Page: 50 of the Official Public Records of Martin County, Texas
|
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DESCRIPTION:
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Labor 2, League 260, Borden County School Lands, Martin County, Texas
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LESSOR:
|
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Mary Collins Goodner
|
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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July 22, 2010
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RECORDING:
|
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Volume: 279, Page: 328 of the Official Public Records of Martin County, Texas
|
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DESCRIPTION:
|
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Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
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LESSOR:
|
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Patrick Edward Corrigan, Trustee of the CEC Trust of F/B/O Patrick Edward Corrigan
|
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LESSEE:
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Parsley Energy, L.P.
|
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LEASE DATE:
|
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August 27, 2010
|
|
RECORDING:
|
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Volume: 280, Page: 278 of the Official Public Records of Martin County, Texas
|
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DESCRIPTION:
|
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Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
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LESSOR:
|
|
Patrick Edward Corrigan
|
|
LESSEE:
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Parsley Energy, L.P.
|
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LEASE DATE:
|
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March 3, 2010
|
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RECORDING:
|
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Volume: 268, Page: 632 of the Official Public Records of Martin County, Texas
|
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DESCRIPTION:
|
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Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
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LESSOR:
|
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Acieteros, Ltd.
|
|
LESSEE:
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Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 15, 2010
|
|
RECORDING:
|
|
Volume: 272 Page: 366 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
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LESSOR:
|
|
James Kenneth Francis
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 15, 2010
|
|
RECORDING:
|
|
Volume: 272 Page: 364 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
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LESSOR:
|
|
Emma Kathryn Francis Light Trust, Allan Light, Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 15, 2010
|
|
RECORDING:
|
|
Volume: 275 Page: 742 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Janelle Francis
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 15, 2010
|
|
RECORDING:
|
|
Volume: 279 Page: 41 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Sue Ann Francis Balmer
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 15, 2010
|
|
RECORDING:
|
|
Volume: 279, Page: 39 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Wells Fargo Bank, NA Trustee
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
December 14, 2009
|
|
RECORDING:
|
|
Volume 263 Page 267 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 2, League 260, Borden County School Lands, Martin County, Texas
|
Tract 6:
Labor 12, League 263, Kent County School Lands, Dawson & Martin Counties, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Helen L. Callaway
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 11, 2008
|
|
RECORDING:
|
|
Volume: 232, Page: 391 of the Official Public Records of Martin County, Texas
|
|
|
|
Volume: 607, Page: 161 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
Labor 12, League 263, Kent County School Lands, Martin & Dawson Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Joan Riker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 11, 2008
|
|
RECORDING:
|
|
Volume: 232, Page: 393 of the Official Public Records of Martin County, Texas
|
|
|
|
Volume: 607, Page: 163 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
Labor 12, League 263, Kent County School Lands, Martin & Dawson Counties, Texas
|
|
|
|
|
LESSOR:
|
|
David L. Riker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 11, 2008
|
|
RECORDING:
|
|
Volume: 232, Page: 395 of the Official Public Records of Martin County, Texas
|
|
|
|
Volume: 607, Page: 165 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
Labor 12, League 263, Kent County School Lands, Martin & Dawson Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Jayne Riker O’Rear
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 11, 2008
|
|
RECORDING:
|
|
Volume: 232, Page: 397 of the Official Public Records of Martin County, Texas
|
|
|
|
Volume: 607, Page: 167 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
Labor 12, League 263, Kent County School Lands, Martin & Dawson Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Mike Crumley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 28, 2008
|
|
RECORDING:
|
|
Volume: 237, Page: 282 of the Official Public Records of Martin County, Texas
|
|
|
|
Volume: 611, Page: 73 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
Labor 12, League 263, Kent County School Lands, Martin & Dawson Counties, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Trevor Stokes, Guardian of Tim Stokes
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 28, 2008
|
|
RECORDING:
|
|
Volume: 241, Page: 328 of the Official Public Records of Martin County, Texas
|
|
|
|
Volume: 613, Page: 857 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
Labor 12, League 263, Kent County School Lands, Martin & Dawson Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Pat Webb
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 28, 2008
|
|
RECORDING:
|
|
Volume: 241, Page: 330 of the Official Public Records of Martin County, Texas
|
|
|
|
Volume: 613, Page: 859 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
Labor 12, League 263, Kent County School Lands, Martin & Dawson Counties, Texas
|
Tract 7:
Southeast Quarter (SE/4) Section 22, Block 36, T-4-N, T&P RR Co. Survey, Dawson County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Earnestine Madding
|
|
LESSEE:
|
|
Austen S. Campbell
|
|
LEASE DATE:
|
|
April 19, 2010
|
|
RECORDING:
|
|
Volume: 634, Page: 782 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
SE/4 Section 22, Block 36, T-4-N, T&P RR Co. Survey, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Lorene Lavon Tuckness
|
|
LESSEE:
|
|
Austen S. Campbell
|
|
LEASE DATE:
|
|
April 19, 2010
|
|
RECORDING:
|
|
Volume: 634, Page: 784 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
SE/4 Section 22, Block 36, T-4-N, T&P RR Co. Survey, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Bob Mitchell
|
|
LESSEE:
|
|
Austen S. Campbell
|
|
LEASE DATE:
|
|
April 19, 2010
|
|
RECORDING:
|
|
Volume: 634, Page: 783 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
SE/4 Section 22, Block 36, T-4-N, T&P RR Co. Survey, Dawson County, Texas
|
Tract 8:
Southwest Quarter (SW/4) Section 22, Block 36, T-4-N, T&P RR Co. Survey, Dawson County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Sharon Graham and husband, Roy Graham
|
|
LESSEE:
|
|
Austen S. Campbell
|
|
LEASE DATE:
|
|
March 12, 2010
|
|
RECORDING:
|
|
Volume: 632, Page: 710 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 22, Block 36, T-4-N, T&P RR Co. Survey, Dawson County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Angie Elam
|
|
LESSEE:
|
|
Austen S. Campbell
|
|
LEASE DATE:
|
|
March 12, 2010
|
|
RECORDING:
|
|
Volume: 632, Page: 706 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 22, Block 36, T-4-N, T&P RR Co. Survey, Dawson County, Texas
|
Keystone Prospect
Tract 1
– Section 7, Block 38, T-5-S, T&P Ry. Co. Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Lowe Royalty Partners, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 1, 2009
|
|
RECORDING:
|
|
Volume: 827 Page: 371 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Barbara S. Seidlitz
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 5, 2010
|
|
RECORDING:
|
|
Volume: 829 Page: 396 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Susan S. Kanaga
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 5, 2010
|
|
RECORDING:
|
|
Volume: 829 Page: 398 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jill S. Hall
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 5, 2010
|
|
RECORDING:
|
|
Volume: 829 Page: 400 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
John H. Shackelford, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 5, 2010
|
|
RECORDING:
|
|
Volume: 829 Page: 406 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Martha F. Shackelford
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 5, 2010
|
|
RECORDING:
|
|
Volume: 829 Page: 408 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
William H. Shackelford, III, Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 5, 2010
|
|
RECORDING:
|
|
Volume: 829 Page: 404 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Lisabeth S. Metzler
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 5, 2010
|
|
RECORDING:
|
|
Volume: 832 Page: 176 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Lucy H. Shackelford
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 5, 2010
|
|
RECORDING:
|
|
Volume: 830 Page: 481 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
John H. Shackelford
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 5, 2010
|
|
RECORDING:
|
|
Volume: 829 Page: 394 (Memo) of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
William H. Shackelford, IV
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 5, 2010
|
|
RECORDING:
|
|
Volume: 829 Page: 410 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Virginia C. Shackelford
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 1, 2009
|
|
RECORDING:
|
|
Volume: 829 Page: 392 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Gwendolyn N. Shackelford
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 1, 2009
|
|
RECORDING:
|
|
Volume: 829 Page: 402 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Constance A. Lowe
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 1, 2009
|
|
RECORDING:
|
|
Volume: 832 Page: 178 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Victoria J. Lowe
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 1, 2009
|
|
RECORDING:
|
|
Volume: 832 Page: 371 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
McAlpin Minerals Partnership, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 2, 2010
|
|
RECORDING:
|
|
Volume: 830 Page: 485 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Tim H. Murphrey
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 2, 2010
|
|
RECORDING:
|
|
Volume: 829 Page: 422 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Nancy Shillingburg Family Trust, by John E. Shillingburg, Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 13, 2010
|
|
RECORDING:
|
|
Volume: 829 Page: 424 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Don C. Dennis in his capacity as Independent Executor of the Estate of J. M. (Joe) Dennis, Jr. and as Independent Executor of the Estate of Allah May (Kay) Dennis.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 15, 2010
|
|
RECORDING:
|
|
Volume: 831 Page: 857 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Dorchester Minerals, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 8, 2010
|
|
RECORDING:
|
|
Volume: 829 Page: 447 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
William Marsh Rice University
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 16, 2010
|
|
RECORDING:
|
|
Volume: 833 Page: 420 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jane R. Lancaster
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 4, 2010
|
|
RECORDING:
|
|
Volume: 829 Page: 416 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James I. Riddle, III
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 30, 2009
|
|
RECORDING:
|
|
Volume: 829 Page: 418 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
McAdoo Enterprises
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
November 3, 2009
|
|
RECORDING:
|
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Volume: 829 Page: 444 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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Doris J. Meister
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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March 22, 2010
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RECORDING:
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Volume: 831 Page: 863 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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Barbara M. Greer
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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December 22, 2009
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RECORDING:
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Volume: 829 Page: 430 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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Alan I Ritter, Trustee
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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December 17, 2009
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RECORDING:
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Volume: 829 Page: 438 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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David J. Ritter, Trustee
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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December 17, 2009
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RECORDING:
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Volume: 829 Page: 440 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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Ritter Family Fund, by Toby G. Ritter, Trustee
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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December 17, 2009
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RECORDING:
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Volume: 829 Page: 436 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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Weisman Family Fund, by Frances R. Weisman, Trustee
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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December 17, 2009
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RECORDING:
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Volume: 829 Page: 432 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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Saratoga Royalty, LP
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
|
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December 15, 2009
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RECORDING:
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Volume: 829 Page: 420 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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Adele McAlpin Petty
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
|
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November 16, 2009
|
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RECORDING:
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Volume: 829 Page: 442 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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Mildred Brown McAlpin Miller
|
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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January 27, 2010
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RECORDING:
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Volume: 830 Page: 483 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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Monya S. Cunningham
|
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LESSEE:
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Parsley Energy, L.P.
|
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LEASE DATE:
|
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December 29, 2009
|
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RECORDING:
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Volume: 829 Page: 426 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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Baylor College of Medicine, c/o JPMorgan Chase Bank, N.A.
|
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LESSEE:
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Parsley Energy, L.P.
|
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LEASE DATE:
|
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June 18, 2010
|
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RECORDING:
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Volume: 837 Page: 432 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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John H. Shackelford, Trust, created under written Trust Agreement dated October 23, 1990, John H. Shackelford, as Trustee
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LESSEE:
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Parsley Energy, L.P.
|
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LEASE DATE:
|
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February 5, 2010
|
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RECORDING:
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Volume: 837 Page: 424 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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William H. Shackelford, III, Trust, created under written Trust Agreement dated June 30, 2000, William H. Shackelford, III as Trustee
|
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LESSEE:
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Parsley Energy, L.P.
|
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LEASE DATE:
|
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February 5, 2010
|
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RECORDING:
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Volume: 837 Page: 426 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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Cunningham Revocable Trust
|
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LESSEE:
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Parsley Energy, L.P.
|
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LEASE DATE:
|
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December 22, 2009
|
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RECORDING:
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Volume: 829 Page: 434 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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Judy Walzer
|
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LESSEE:
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Parsley Energy, L.P.
|
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LEASE DATE:
|
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February 9, 2010
|
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RECORDING:
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Volume: 836 Page: 691 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
|
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Nancy Mitchell
|
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LESSEE:
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Parsley Energy, L.P.
|
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LEASE DATE:
|
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March 16, 2010
|
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RECORDING:
|
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Volume: 841 Page: 91 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
|
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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Thomas B. Reynolds
|
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LESSEE:
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Parsley Energy, L.P.
|
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LEASE DATE:
|
|
February 9, 2010
|
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RECORDING:
|
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Volume: 829 Page: 414 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
|
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
|
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Maurie Reynolds Irrevocable Trust, JPMorgan Chase Bank, N.A., Trustee
|
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LESSEE:
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Parsley Energy, L.P.
|
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LEASE DATE:
|
|
January 26, 2010
|
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RECORDING:
|
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Volume: 830 Page: 479 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
|
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
|
|
R. F. Bailey
|
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LESSEE:
|
|
Parsley Energy, L.P.
|
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LEASE DATE:
|
|
March 3, 2010
|
|
RECORDING:
|
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Volume: 831 Page: 868 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
|
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
|
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Pecos Bend Royalties, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 3, 2010
|
|
RECORDING:
|
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Volume: 831 Page: 865 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
|
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
|
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White Star Energy, Inc.
|
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LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 3, 2010
|
|
RECORDING:
|
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Volume: 829 Page: 412 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
|
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
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LESSOR:
|
|
Jackie Lynn Reese
|
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LESSEE:
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Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 7, 2010
|
|
RECORDING:
|
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Volume: 829 Page: 428 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
|
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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|
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LESSOR:
|
|
Dan P. Black
|
|
LESSEE:
|
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Parsley Energy, L.P.
|
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LEASE DATE:
|
|
May 15, 2010
|
|
RECORDING:
|
|
Volume: 833 Page: 368 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
|
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John D. Shilllingburg
|
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LESSEE:
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Parsley Energy, L.P.
|
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LEASE DATE:
|
|
December 1, 2010
|
|
RECORDING:
|
|
Volume: 846 Page: 260 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
|
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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|
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LESSOR:
|
|
Susan Morris
|
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LESSEE:
|
|
Parsley Energy, L.P.
|
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LEASE DATE:
|
|
December 1, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 335 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
|
|
Cathy Lynn Cunningham McCollum
|
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LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 333 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
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LESSOR:
|
|
Nancy Gail Cunningham Tomerlin
|
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LESSEE:
|
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Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 9, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 337 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
|
|
Jon W. House, et ux
|
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LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 29, 2010
|
|
RECORDING:
|
|
Volume: 851 Page: 17 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
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|
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LESSOR:
|
|
PlainsCapital Bank, Trustee of the Jon W. House Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 28, 2011
|
|
RECORDING:
|
|
Volume: 852 Page: 58 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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Section 7, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
Tract 2:
North Half (N/2) of Section 44, Block Y, J.T. Mosely Survey, Reagan County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
John W. Emch
|
|
LESSEE:
|
|
Plymouth Oil Company
|
|
LEASE DATE:
|
|
April 16, 1940
|
|
RECORDING:
|
|
Volume: 22 Page: 640 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
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E/2 of the NW/4 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
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|
|
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LESSOR:
|
|
John W. Emch
|
|
LESSEE:
|
|
Plymouth Oil Company
|
|
LEASE DATE:
|
|
April 26, 1940
|
|
RECORDING:
|
|
Volume: 22 Page: 637 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
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E/2 of the NW/4 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
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LESSOR:
|
|
Arlisse Elliott and husband J. S. Elliott
|
|
LESSEE:
|
|
John W. Emch
|
|
LEASE DATE:
|
|
April 16, 1940
|
|
RECORDING:
|
|
Volume: 22 Page: 605 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
E/2 of the NW/4 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
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|
|
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LESSOR:
|
|
Saratoga Royalty Corporation
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
November 26, 2007
|
|
RECORDING:
|
|
Volume: 91 Page: 387 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
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N/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
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|
|
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LESSOR:
|
|
Woods Family Living Trust, Pat M. Woods, Trustee
|
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LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
November 15, 2007
|
|
RECORDING:
|
|
Volume: 91Page: 384 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
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|
|
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LESSOR:
|
|
William H. Arnett, II
|
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LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
July 24, 2010
|
|
RECORDING:
|
|
Volume: 121 Page: 82 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Beverly M. Woollett and Paul R. Woollett, Trustees of the Beverly M. Woollett Family Trust dated April 30, 2007
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
November 15, 2007
|
|
RECORDING:
|
|
Volume: 91 Page: 381 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
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|
|
|
LESSOR:
|
|
George M. DeVore, Individually and as sole Trustee of the trust established under the Last Will & Testament of Grace H. DeVore, deceased
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
November 1, 2007
|
|
RECORDING:
|
|
Volume: 91 Page: 378 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
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LESSOR:
|
|
Courtney Holt Cowden, Jr.
|
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LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
December 28, 2009
|
|
RECORDING:
|
|
Volume: 114 Page: 1 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Ashley Elizabeth Baxter, IND and as Independent Administrator of the Estate of Kelly H. Baxter, deceased
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
December 20, 2009
|
|
RECORDING:
|
|
Volume: 114 Page: 4 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Deborah Brown Grissen, Carolyn Brown Winston, and Marshall Evans Brown, IND and as Co-executors of the Estate of Wilbur Carr Brown
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
January 11, 2010
|
|
RECORDING:
|
|
Volume: 114 Page: 541 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Harry S. Moss Heart Trust under will, Bank of America, N.A., Trustee
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
January 26, 2010
|
|
RECORDING:
|
|
Volume: 114 Page: 557 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Brown Royalties
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
January 11, 2010
|
|
RECORDING:
|
|
Volume: 114 Page: 549 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Susanna R. Hegeman Trust under will FBO Francis M. Ryburn, IV & Eleanor Mills Ryburn, Frank S. Ryburn, Trustees
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
January 26, 2010
|
|
RECORDING:
|
|
Volume: 114 Page: 563 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Frank S. Ryburn
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
January 26, 2010
|
|
RECORDING:
|
|
Volume: 114 Page: 569 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Janet Kay Baxter
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
June 1, 2010
|
|
RECORDING:
|
|
Volume: 120 Page: 72 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
Tract 3:
South Half (S/2) of Section 44, Block Y, J.T. Mosely Survey, Reagan County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
John W. Emch
|
|
LESSEE:
|
|
Plymouth Oil Company
|
|
LEASE DATE:
|
|
April 16, 1940
|
|
RECORDING:
|
|
Volume: 22 Page: 640 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
S/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
John W. Emch
|
|
LESSEE:
|
|
Plymouth Oil Company
|
|
LEASE DATE:
|
|
April 26, 1940
|
|
RECORDING:
|
|
Volume: 22 Page: 637 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
S/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Saratoga Royalty Corporation
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
November 26, 2007
|
|
RECORDING:
|
|
Volume: 91 Page: 387 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
S/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Woods Family Living Trust, Pat M. Woods, Trustee
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
November 15, 2007
|
|
RECORDING:
|
|
Volume: 91Page: 384 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
S/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
William H. Arnett, II
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
July 24, 2010
|
|
RECORDING:
|
|
Volume: 121 Page: 82 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
S/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Beverly M. Woollett and Paul R. Woollett, Trustees of the Beverly M. Woollett Family Trust dated April 30, 2007
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
November 15, 2007
|
|
RECORDING:
|
|
Volume: 91 Page: 381 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
S/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
George M. DeVore, Individually and as sole Trustee of the trust established under the Last Will & Testament of Grace H. DeVore, deceased
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
November 1, 2007
|
|
RECORDING:
|
|
Volume: 91 Page: 378 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
S/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Courtney Holt Cowden, Jr.
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
December 28, 2009
|
|
RECORDING:
|
|
Volume: 114 Page: 1 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
S/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Ashley Elizabeth Baxter, IND and as Independent Administrator of the Estate of Kelly H. Baxter, deceased
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
December 20, 2009
|
|
RECORDING:
|
|
Volume: 114 Page: 4 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
S/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Deborah Brown Grissen, Carolyn Brown Winston, and Marshall Evans Brown, IND and as Co-executors of the Estate of Wilbur Carr Brown
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
January 11, 2010
|
|
RECORDING:
|
|
Volume: 114 Page: 541 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
S/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Harry S. Moss Heart Trust Under Will, Bank of America, N.A., Trustee
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
January 26, 2010
|
|
RECORDING:
|
|
Volume: 114 Page: 557 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
S/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Brown Royalties
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
January 11, 2010
|
|
RECORDING:
|
|
Volume: 114 Page: 549 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
S/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Susanna R. Hegeman Trust Under Will FBO Francis M. Ryburn, IV & Eleanor Mills Ryburn, Frank S. Ryburn, Trustees
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
January 26, 2010
|
|
RECORDING:
|
|
Volume: 114 Page: 563 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
S/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Frank S. Ryburn
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
January 26, 2010
|
|
RECORDING:
|
|
Volume: 114 Page: 569 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
S/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Janet Kay Baxter
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
June 1, 2010
|
|
RECORDING:
|
|
Volume: 120 Page: 72 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
S/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Glenda J. Adams
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
September 1, 2010
|
|
RECORDING:
|
|
Volume: 125 Page: 453 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
S/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Allen E. “Tooter” Jameson
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
September 1, 2010
|
|
RECORDING:
|
|
Volume: 125 Page: 463 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
S/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Cecil W. Jameson
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
September 1, 2010
|
|
RECORDING:
|
|
Volume: 125 Page: 473 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
S/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Arlisse Elliott and husband J. S. Elliott
|
|
LESSEE:
|
|
John W. Emch
|
|
LEASE DATE:
|
|
April 16, 1940
|
|
RECORDING:
|
|
Volume: 21 Page: 605 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
S/2 of Section 44, Block Y, Certificate 131, Abstract 778, M.K. & T. Survey, Reagan County, Texas
|
Tract 4:
West Half (W/2) of the West Half (W/2) of Section 49, Block Y, T. C. Ry. Co. Survey, Reagan County,
Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
John W. Emch
|
|
LESSEE:
|
|
Plymouth Oil Company
|
|
LEASE DATE:
|
|
April 16, 1940
|
|
RECORDING:
|
|
Volume: 22 Page: 640 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
W/4 of Section 49, Block Y, T. C. Ry. Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
John W. Emch
|
|
LESSEE:
|
|
Plymouth Oil Company
|
|
LEASE DATE:
|
|
April 26, 1940
|
|
RECORDING:
|
|
Volume: 22 Page: 637 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
W/4 of Section 49, Block Y, T. C. Ry. Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Fred F. Johnston and wife Emma J. Johnston, the latter active individually and as independent executrix of the Estate of Anna Harris, deceased
|
|
LESSEE:
|
|
John W. Emch
|
|
LEASE DATE:
|
|
May 8, 1940
|
|
RECORDING:
|
|
Volume: 21 Page: 597 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
W/4 of Section 49, Block Y, T. C. Ry. Co. Survey, Reagan County, Texas
|
Tract 5:
Section 50, Block Y, J.T. Mosely Survey, Reagan County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
John W. Emch
|
|
LESSEE:
|
|
Plymouth Oil Company
|
|
LEASE DATE:
|
|
April 16, 1940
|
|
RECORDING:
|
|
Volume: 22 Page: 640 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Section 50, Block Y, Certificate 761, Abstract 777, J T Mosley Original Grantee, T C Ry Co. Survey, Reagan County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
John W. Emch
|
|
LESSEE:
|
|
Plymouth Oil Company
|
|
LEASE DATE:
|
|
April 26, 1940
|
|
RECORDING:
|
|
Volume: 22 Page: 637 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Section 50, Block Y, Certificate 761, Abstract 777, J T Mosley Original Grantee, T C Ry Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Arlisse Elliott and husband J. S. Elliott
|
|
LESSEE:
|
|
John W. Emch
|
|
LEASE DATE:
|
|
April 16, 1940
|
|
RECORDING:
|
|
Volume: 22 Page: 605 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Section 50, Block Y, Certificate 761, Abstract 777, J T Mosley Original Grantee, T C Ry Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Brown Royalties
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
January 11, 2010
|
|
RECORDING:
|
|
Volume: 114 Page: 549 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Section 50, Block Y, Certificate 761, Abstract 777, J T Mosley Original Grantee, T C Ry Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Pat M. Woods, Trustee of the Woods Family Living Trust
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
November 15, 2007
|
|
RECORDING:
|
|
Volume: 91 Page: 384 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Section 50, Block Y, Certificate 761, Abstract 777, J T Mosley Original Grantee, T C Ry Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Beverly M. Woollett and Paul R. Woollett, Trustees of the Beverly M. Woollett Family Trust dated April 30, 2007
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
November 15, 2007
|
|
RECORDING:
|
|
Volume: 91 Page: 381 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Section 50, Block Y, Certificate 761, Abstract 777, J T Mosley Original Grantee, T C Ry Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
George M. DeVore, Individually and as sole Trustee of the trust established under the Last Will & Testament of Grace H. DeVore, deceased
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
November 1, 2007
|
|
RECORDING:
|
|
Volume: 91 Page: 378 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Section 50, Block Y, Certificate 761, Abstract 777, J T Mosley Original Grantee, T C Ry Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
S. R. Smith Holdings, LLC
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
April 15, 2010
|
|
RECORDING:
|
|
Volume: 117 Page: 720 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Section 50, Block Y, Certificate 761, Abstract 777, J T Mosley Original Grantee, T C Ry Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Harry S. Moss Heart Trust Under Will, Bank of America, N.A., Trustee
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
January 26, 2010
|
|
RECORDING:
|
|
Volume: 114 Page: 557 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Section 50, Block Y, Certificate 761, Abstract 777, J T Mosley Original Grantee, T C Ry Co. Survey, Reagan County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Susanna R. Hegeman Trust Under Will FBO Francis M. Ryburn, IV & Eleanor Mills Ryburn, Frank S. Ryburn, Trustees
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
January 26, 2010
|
|
RECORDING:
|
|
Volume: 114 Page: 563 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Section 50, Block Y, Certificate 761, Abstract 777, J T Mosley Original Grantee, T C Ry Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Frank S. Ryburn
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
January 26, 2010
|
|
RECORDING:
|
|
Volume: 114 Page: 569 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Section 50, Block Y, Certificate 761, Abstract 777, J T Mosley Original Grantee, T C Ry Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Geraldine Dyer Greer
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
December 15, 2007
|
|
RECORDING:
|
|
Volume: 91 Page: 420 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Section 50, Block Y, Certificate 761, Abstract 777, J T Mosley Original Grantee, T C Ry Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Robert G. Greer c/o Bank of Texas
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
December 15, 2007
|
|
RECORDING:
|
|
Volume: 91 Page: 394 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Section 50, Block Y, Certificate 761, Abstract 777, J T Mosley Original Grantee, T C Ry Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Margaret Greer Camp, Trustee of the Margaret Greer Camp Family Trust
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
December 15, 2007
|
|
RECORDING:
|
|
Volume: 91 Page: 390 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Section 50, Block Y, Certificate 761, Abstract 777, J T Mosley Original Grantee, T C Ry Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Ford Hubbard, III, Successor Executor of the Estate of Ford Hubbard and Julia J. Hubbard, both deceased
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
February 15, 2010
|
|
RECORDING:
|
|
Volume: 116 Page: 184 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Section 50, Block Y, Certificate 761, Abstract 777, J T Mosley Original Grantee, T C Ry Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Peter C. Maffitt, dealing in his sole & separate property
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
November 1, 2007
|
|
RECORDING:
|
|
Volume: 91 Page: 374 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Section 50, Block Y, Certificate 761, Abstract 777, J T Mosley Original Grantee, T C Ry Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Allen E. “Tooter” Jameson
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
September 1, 2010
|
|
RECORDING:
|
|
Volume: 125 Page: 463 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Section 50, Block Y, Certificate 761, Abstract 777, J T Mosley Original Grantee, T C Ry Co. Survey, Reagan County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Glenda J. Adams
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
September 1, 2010
|
|
RECORDING:
|
|
Volume: 125 Page: 453 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Section 50, Block Y, Certificate 761, Abstract 777, J T Mosley Original Grantee, T C Ry Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Cecil W. Jameson
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
September 1, 2010
|
|
RECORDING:
|
|
Volume: 125 Page: 473 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Section 50, Block Y, Certificate 761, Abstract 777, J T Mosley Original Grantee, T C Ry Co. Survey, Reagan County, Texas
|
Tract 6:
East Half (E/2) of Lot 4, Section 50.5, P B Scott Survey, Reagan and Upton Counties, Texas,
Containing 160.65 Acres, more or less.
Leases:
|
|
|
|
|
LESSOR:
|
|
J. N. Gregory and Monte Warner
|
|
LESSEE:
|
|
John W. Emch
|
|
LEASE DATE:
|
|
April 30, 1940
|
|
RECORDING:
|
|
Volume: 22 Page: 443 of the Official Public Records of Reagan County, Texas
|
|
|
|
Volume: 59 Page: 451 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of E/2, W/2 of E/2 of Lot 4, Survey 50-1/2, P.B. Scott Survey, Abstract 853, Patent 435, Reagan and Upton Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Robert E. Ellis
|
|
LESSEE:
|
|
John W. Emch
|
|
LEASE DATE:
|
|
August 20, 1940
|
|
RECORDING:
|
|
Volume: 22 Page: 446 of the Official Public Records of Reagan County, Texas
|
|
|
|
Volume: 59 Page: 454 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of E/2, W/2 of E/2 of Lot 4, Survey 50-1/2, P.B. Scott Survey, Abstract 853, Patent 435, Reagan and Upton Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Maude Pollock Taylor, and husband W. E. Taylor
|
|
LESSEE:
|
|
John W. Emch
|
|
LEASE DATE:
|
|
March 21, 1941
|
|
RECORDING:
|
|
Volume: 22 Page: 452 of the Official Public Records of Reagan County, Texas
|
|
|
|
Volume: 59 Page: 460 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of E/2, W/2 of E/2 of Lot 4, Survey 50-1/2, P.B. Scott Survey, Abstract 853, Patent 435, Reagan and Upton Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Sallie Pollock Sadler, and husband G. Z Sadler
|
|
LESSEE:
|
|
John W. Emch
|
|
LEASE DATE:
|
|
March 21, 1941
|
|
RECORDING:
|
|
Volume: 22 Page: 455 of the Official Public Records of Reagan County, Texas
|
|
|
|
Volume: 59 Page: 463 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of E/2, W/2 of E/2 of Lot 4, Survey 50-1/2, P.B. Scott Survey, Abstract 853, Patent 435, Reagan and Upton Counties, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Agirine Oil & Gas Company
|
|
LESSEE:
|
|
John W. Emch
|
|
LEASE DATE:
|
|
March 14, 1947
|
|
RECORDING:
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Volume: 28 Page: 57 of the Official Public Records of Reagan County, Texas
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|
|
|
Volume: 75 Page: 228 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
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|
E/2 of E/2, W/2 of E/2 of Lot 4, Survey 50-1/2, P.B. Scott Survey, Abstract 853, Patent 435, Reagan and Upton Counties, Texas
|
|
|
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LESSOR:
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|
Arkansas Fuel Oil Company
|
|
LESSEE:
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|
John W. Emch
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|
LEASE DATE:
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|
March 24, 1947
|
|
RECORDING:
|
|
Volume: 28 Page: 77 of the Official Public Records of Reagan County, Texas
|
|
|
|
Volume: 75 Page: 241 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2 of E/2, W/2 of E/2 of Lot 4, Survey 50-1/2, P.B. Scott Survey, Abstract 853, Patent 435, Reagan and Upton Counties, Texas
|
Tract 7
– Southwest Quarter (SW/4) Section 8, Block C, EL&RR Ry. Co. Survey, Reagan County, Texas
LEASES:
|
|
|
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|
LESSOR:
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|
Nina Gayle Michum
|
|
LESSEE:
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|
Chalfant Operating, Inc.
|
|
LEASE DATE:
|
|
February 14, 2010
|
|
RECORDING:
|
|
Volume: 116 Page: 35 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
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|
SW/4 of Section 8, Block C, EL&RR Ry. Co. Survey, Reagan County, Texas
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|
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|
LESSOR:
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|
Edith Marie Plott
|
|
LESSEE:
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|
Chalfant Operating, Inc.
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|
LEASE DATE:
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|
February 14, 2010
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|
RECORDING:
|
|
Volume: 116 Page: 32 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
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|
SW/4 of Section 8, Block C, EL&RR Ry. Co. Survey, Reagan County, Texas
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|
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LESSOR:
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|
Japson and Dorothy Pettit Corporation
|
|
LESSEE:
|
|
Chalfant Operating, Inc.
|
|
LEASE DATE:
|
|
February 14, 2010
|
|
RECORDING:
|
|
Volume: 116 Page: 38 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
SW/4 of Section 8, Block C, EL&RR Ry. Co. Survey, Reagan County, Texas
|
|
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LESSOR:
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|
J. P. Pettit
|
|
LESSEE:
|
|
Chalfant Operating, Inc.
|
|
LEASE DATE:
|
|
February 4, 2010
|
|
RECORDING:
|
|
Volume: 116 Page: 42 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
SW/4 of Section 8, Block C, EL&RR Ry. Co. Survey, Reagan County, Texas
|
Hall Prospect
Tract 1
– Southeast (SE) 710.5 acres of the East Half (E/2) of League 252, Ward County School Lands, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Bank of America NA, Trustee of the Florence Hall Trust and as Trustee of the Florence Thelma Testamentary Trust
|
|
LESSEE:
|
|
LaVanCo Energy, Ltd.
|
|
LEASE DATE:
|
|
February 2, 2008
|
|
RECORDING:
|
|
Volume: 221 Page: 440 of the Official Public Records of Martin County, Texas, and correction filed in Volume: 280 Page: 108.
|
|
DESCRIPTION:
|
|
SE/710.5 acres of the E/2 of League 252, Ward County School Lands, Martin County, Texas
|
|
|
|
|
|
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|
|
LESSOR:
|
|
Ruby May Wren
|
|
LESSEE:
|
|
LaVanCo Energy, Ltd.
|
|
LEASE DATE:
|
|
December 2, 2008
|
|
RECORDING:
|
|
Volume: 241 Page: 147 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
SE/710.5 acres of the E/2 of League 252, Ward County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Kenneth M. Douthit
|
|
LESSEE:
|
|
LaVanCo Energy, Ltd.
|
|
LEASE DATE:
|
|
February 10, 2009
|
|
RECORDING:
|
|
Volume: 244 Page: 90 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
SE/710.5 acres of the E/2 of League 252, Ward County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Lynn Everts
|
|
LESSEE:
|
|
LaVanCo Energy, Ltd.
|
|
LEASE DATE:
|
|
February 2, 2008
|
|
RECORDING:
|
|
Volume: 282 Page: 18 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
SE/710.5 acres of the E/2 of League 252, Ward County School Lands, Martin County, Texas
|
Tract 2
– 177.12 Acres, more or less, being Labor 22, League 259, Borden County School Lands, A-590, Martin
County, Texas.
Leases:
|
|
|
|
|
LESSOR:
|
|
Jimmy Freeman
|
|
LESSEE:
|
|
LaVanCo Energy, Ltd.
|
|
LEASE DATE:
|
|
December 9, 2008
|
|
RECORDING:
|
|
Volume: 241 Page: 25 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Mary Collins Goodner
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
October 22, 2009
|
|
RECORDING:
|
|
Volume: 263 Page: 302 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Wells Fargo Bank, NA, Trustee
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
December 14, 2009
|
|
RECORDING:
|
|
Volume: 263 Page: 267 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Sevenways Minerals, Ltd.
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
December 1, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 272 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Allen A. Wemple, Jr.
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
June 14, 2010
|
|
RECORDING:
|
|
Volume: 279, Page: 741 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Susan Courtney
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
June 14, 2010
|
|
RECORDING:
|
|
Volume: 276, Page: 276 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Eleanor Christie Corrigan, Trustee of the CEC Trust of F/B/O Eleanor Christie Corrigan
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
November 2, 2009
|
|
RECORDING:
|
|
Volume: 269, Page: 644 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
James Patrick Corrigan, Jr., Trustee of the CEC Trust of F/B/O James Patrick Corrigan, Jr.
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
November 2, 2009
|
|
RECORDING:
|
|
Volume: 265, Page: 252 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Edith Wemple Avery
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
October 16, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 467 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Lucille Wemple
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
October 22, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 294 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Diane Wemple LoRusso
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
August 14, 2010
|
|
RECORDING:
|
|
Volume: 280, Page: 538 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Evelyn Wemple Allen
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
October 16, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 296 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Fred W. Wemple
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
October 16, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 292 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
W. Scott Wemple
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
December 28, 2009
|
|
RECORDING:
|
|
Volume: 265, Page: 260 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Patsy Hinchey Family Limited Partnership
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
December 1, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 460 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Yeager Resources, Ltd.
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
December 1, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 278 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Henke Petroleum Corporation
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
November 30, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 307 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Gerald Fitz-Gerald, Jr., Trustee of the Gerald Fitz-Gerald, Jr. Trust
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
March 26, 2010
|
|
RECORDING:
|
|
Volume: 269, Page: 824 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
The Redlands Royalty Co., LLC
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
October 21, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 300 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Margaret J. Mims Hill
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
October 16, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 298 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
James W. Mims
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
October 16, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 290 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Pat Corrigan Trust, Pat Corrigan Trustee
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
November 2, 2009
|
|
RECORDING:
|
|
Volume: 265, Page: 255 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Hugh Daniels Corrigan, Trustee of the CEC Trust, F/B/O Hugh Daniels Corrigan
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
November 2, 2009
|
|
RECORDING:
|
|
Volume: 265, Page: 249 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Self Children Revocable Management Trust, Bank of America, Trustee
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
October 27, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 284 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Hugh Corrigan, IV, signed by POA William E. Corrigan, for Hugh Corrigan IV
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
July 1, 2010
|
|
RECORDING:
|
|
Volume: 279, Page: 35 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Hugh Corrigan, IV, Trustee of the CEC Trust F/B/O Hugh Corrigan, IV
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
March 10, 2010
|
|
RECORDING:
|
|
Volume: 282, Page: 324 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Hugh Corrigan, III Trust
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
August 1, 2010
|
|
RECORDING:
|
|
Volume: 282, Page: 52 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Patrick Edward Corrigan, Trustee of the CEC Trust of F/B/O Patrick Edward Corrigan
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
March 10, 2010
|
|
RECORDING:
|
|
Volume: 280, Page: 276 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Patrick Edward Corrigan
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
March 3, 2010
|
|
RECORDING:
|
|
Volume: 268, Page: 446 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Marianne C. Taylor
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
October 21, 2009
|
|
RECORDING:
|
|
Volume: 265 Page: 258 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Walter C. Cremin, III
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
January 7, 2009
|
|
RECORDING:
|
|
Volume: 245 Page: 552 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Ann Cremin Fiala
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
January 7, 2009
|
|
RECORDING:
|
|
Volume: 244 Page: 807 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Lucinda Cremin Raman
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
January 7, 2009
|
|
RECORDING:
|
|
Volume: 245, Page: 96 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Margaret S. Shockley Trust, Margaret S. Shockley, Trustee
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
October 19, 2009
|
|
RECORDING:
|
|
Volume: 263, Page: 305 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Heritage Trust Company, Trustee of the Jo Ann Shaw Barber Trust
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
February 17, 2010
|
|
RECORDING:
|
|
Volume: 268, Page: 576 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
|
|
|
|
LESSOR:
|
|
Kenneth Barber
|
|
LESSEE:
|
|
Osado Oil & Gas, Ltd.
|
|
LEASE DATE:
|
|
February 17, 2010
|
|
RECORDING:
|
|
Volume: 268, Page: 581 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
Labor 22, League 259, Borden County School Lands, A-590, Martin County, Texas.
|
BearCat Prospect
Tract 1
– 216.463 Acres out of the West Half (W/2) of Section 35, Block 35, T-4-S, T&P RR Co. Survey, Glasscock County, Texas
LEASES:
|
|
|
|
|
LESSOR:
|
|
Carl D. Hoelscher, et al
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 1, 2011
|
|
RECORDING:
|
|
Volume: 169 Page: 688 of the Official Public Records of Glasscock County, Texas
|
|
DESCRIPTION:
|
|
216.463 Acres out of the W/2 of Section 35, Block 35, T-4-S, T&P RR Co. Survey, Glasscock County, Texas
|
Tract 2
– The North 120 acres of the West-half (W/2) of Section 23, Block 38, T-1-S, T&P RR Co.
Survey, Midland County, Texas
LEASES:
|
|
|
|
|
LESSOR:
|
|
The J.E. and L.E. Mabee Foundation, Inc.
|
|
LESSEE:
|
|
Charlie Qualia
|
|
LEASE DATE:
|
|
May 15, 2010
|
|
RECORDING:
|
|
Instrument No. 2010-14571 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
N/120 acres of the NW/4 of Section 23, Block 38, T-1-S, T&P RR Co. Survey, Midland County, Texas
|
|
|
|
|
LESSOR:
|
|
John W. Sweatt and Jo E. Sweatt, Trustees of the John William Sweatt Trust dated October 20, 1993
|
|
LESSEE:
|
|
Charlie Qualia
|
|
LEASE DATE:
|
|
June 1, 2010
|
|
RECORDING:
|
|
Instrument No. 2010-14572 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
N/120 acres of the NW/4 of Section 23, Block 38, T-1-S, T&P RR Co. Survey, Midland County, Texas
|
|
|
|
|
LESSOR:
|
|
Ada Ann Ohrt Tracy
|
|
LESSEE:
|
|
Charlie Qualia
|
|
LEASE DATE:
|
|
June 1, 2010
|
|
RECORDING:
|
|
Instrument No. 2010-14574 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
N/120 acres of the NW/4 of Section 23, Block 38, T-1-S, T&P RR Co. Survey, Midland County, Texas
|
|
|
|
|
LESSOR:
|
|
Mary Jo Keefe Smith
|
|
LESSEE:
|
|
Charlie Qualia
|
|
LEASE DATE:
|
|
June 1, 2010
|
|
RECORDING:
|
|
Instrument No. 2010-14576 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
N/120 acres of the NW/4 of Section 23, Block 38, T-1-S, T&P RR Co. Survey, Midland County, Texas
|
|
|
|
|
LESSOR:
|
|
John C. Windle, Trustee of the Martha Joan Windle Trust A under agreement dated January 15, 1991
|
|
LESSEE:
|
|
Charlie Qualia
|
|
LEASE DATE:
|
|
June 1, 2010
|
|
RECORDING:
|
|
Instrument No. 2010-14577 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
N/120 acres of the NW/4 of Section 23, Block 38, T-1-S, T&P RR Co. Survey, Midland County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Pamela Jo Staley
|
|
LESSEE:
|
|
Charlie Qualia
|
|
LEASE DATE:
|
|
June 1, 2010
|
|
RECORDING:
|
|
Instrument No. 2010-14573 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
N/120 acres of the NW/4 of Section 23, Block 38, T-1-S, T&P RR Co. Survey, Midland County, Texas
|
|
|
|
|
LESSOR:
|
|
Diana Siegel Miller
|
|
LESSEE:
|
|
Charlie Qualia
|
|
LEASE DATE:
|
|
June 1, 2010
|
|
RECORDING:
|
|
Instrument No. 2010-14575 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
N/120 acres of the NW/4 of Section 23, Block 38, T-1-S, T&P RR Co. Survey, Midland County, Texas
|
Lazy Lizard Prospect
Tract 1
– Labor 16, League 259, Borden County School Lands, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Randy Drum, Guardian of the Estate of Gaynelle Drum
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 288, Page: 722 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 23 and 24, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
Elnora Phillips, a widow
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 288 Page: 777 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 23 and 24, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
Iris Wade Jones
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 288, Page: 782 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 23 and 24, League 259, Borden County School Lands
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Venita Wade Loftin, Steven Wade, and Brenton Wade
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 288, Page: 787 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 23 and 24, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
Jerry Mitchell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 21, 2010
|
|
RECORDING:
|
|
Volume: 289, Page: 1 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 12, 16, 18, 23, and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 12, 18, 23 and 24, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
Laura Robason
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 21, 2010
|
|
RECORDING:
|
|
Volume: 289, Page: 6 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 12, 16, 18, 23, and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 12, 18, 23 and 24, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
James Mitchell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 21, 2010
|
|
RECORDING:
|
|
Volume: 289, Page: 9 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 12, 16, 18, 23, and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 12, 18, 23 and 24, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
Blake Oil & Gas Corporation
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 17, 2011
|
|
RECORDING:
|
|
Volume: 297, Page: 745 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Jack Paul Wingert, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 3, 2011
|
|
RECORDING:
|
|
Volume: 298, Page: 767 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 21, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
Harlow Royalties, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 2, 2011
|
|
RECORDING:
|
|
Volume: 298, Page: 771 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Marjorie Coen as Trustee of the Coen Family Living Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 2, 2011
|
|
RECORDING:
|
|
Volume: 298, Page: 779 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 21, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
William E. & Edna D. Kreps Trust, Bank of America Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 20, 2010
|
|
RECORDING:
|
|
Volume: 300, Page: 60 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 21, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
Pecos Valley Royalty Company
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 10, 2011
|
|
RECORDING:
|
|
Volume: 300, Page: 90 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 21, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
JoAnn H. Means
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 3, 2011
|
|
RECORDING:
|
|
Volume: 313, Page: 779 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 21, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
J. David Amundson
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 5, 2013
|
|
RECORDING:
|
|
Volume: 379, Page: 346 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 21, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
J. Dennis Schultz
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 8, 2013
|
|
RECORDING:
|
|
Volume: 379, Page: 349 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 21, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
Janie Poteet
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 17, 2011
|
|
RECORDING:
|
|
Volume: 326, Page: 630 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 21, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
The Estate of Kelly H. Baxter, Ashley Elizabeth Baxter, Independent Administrator
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 16, 2012
|
|
RECORDING:
|
|
Volume: 345, Page: 259 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 21, League 259, Borden County School Lands
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Edward D. Schultz
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 28, 2013
|
|
RECORDING:
|
|
Volume: 382, Page: 87 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 21, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
Patsy Keefer Macinnes
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 4, 2013
|
|
RECORDING:
|
|
Volume: 386, Page: 297 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 21, League 259, Borden County School Lands
|
Tract 2
– Labor 23, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Randy Drum, Guardian of the Estate of Gaynelle Drum
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 288, Page: 722 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 16 and 24, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
Elnora Phillips, a widow
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 288 Page: 777 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 16 and 24, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
Iris Wade Jones
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 288, Page: 782 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 16 and 24, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
Venita Wade Loftin, Steven Wade, and Brenton Wade
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 288, Page: 787 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 16 and 24, League 259, Borden County School Lands
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Jerry Mitchell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 21, 2010
|
|
RECORDING:
|
|
Volume: 289, Page: 1 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 12, 16, 18, 23, and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 12, 16, 18 and 24, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
Laura Robason
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 21, 2010
|
|
RECORDING:
|
|
Volume: 289, Page: 6 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 12, 16, 18, 23, and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 12, 16, 18 and 24, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
James Mitchell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 21, 2010
|
|
RECORDING:
|
|
Volume: 289, Page: 9 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 12, 16, 18, 23, and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 12, 16, 18 and 24, League 259, Borden County School Lands
|
Tract 3
– Labor 20, League 259, Borden County School Lands, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Hightower Home Place; Charlie Ross Hightower, Janna O’Brien Hightower
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 25, 2011
|
|
RECORDING:
|
|
Volume: 304, Page: 113 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 20 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 21, League 259, Borden County School Lands
|
Tract 4
– Labor 21, League 259, Borden County School Lands, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
The Estate of Kelly H. Baxter, Ashley Elizabeth Baxter, Independent Administrator
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 16, 2012
|
|
RECORDING:
|
|
Volume: 345, Page: 259 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 16, League 259, Borden County School Lands
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Janie Poteet
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 17, 2011
|
|
RECORDING:
|
|
Volume: 326, Page: 630 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 16, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
Jack Paul Wingert, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 3, 2011
|
|
RECORDING:
|
|
Volume: 298, Page: 767 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 21, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
Harlow Royalties, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 28, 2011
|
|
RECORDING:
|
|
Volume: 298, Page: 775 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Marjorie Coen as Trustee of the Coen Family Living Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 2, 2011
|
|
RECORDING:
|
|
Volume: 298, Page: 779 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 21, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
William E. & Edna D. Kreps Trust, Bank of America Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 20, 2010
|
|
RECORDING:
|
|
Volume: 300, Page: 60 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 21, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
Pecos Valley Royalty Company
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 10, 2011
|
|
RECORDING:
|
|
Volume: 300, Page: 90 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 21, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
JoAnn H. Means
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 3, 2011
|
|
RECORDING:
|
|
Volume: 313, Page: 778 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 21, League 259, Borden County School Lands
|
|
|
|
|
|
LESSOR:
|
|
Hightower Home Place; Charlie Ross Hightower, Janna O’Brien Hightower
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 25, 2011
|
|
RECORDING:
|
|
Volume: 304, Page: 113 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 20 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 20, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
Edward D. Schultz
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 28, 2013
|
|
RECORDING:
|
|
Volume: 382, Page: 87 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 16, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
Blake Oil & Gas Corporation
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 1, 2011
|
|
RECORDING:
|
|
Volume: 318, Page: 577 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
J. David Amundson
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 5, 2013
|
|
RECORDING:
|
|
Volume: 379, Page: 346 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 16, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
J. Dennis Schultz
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 28, 2013
|
|
RECORDING:
|
|
Volume: 379, Page: 349 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 16, League 259, Borden County School Lands
|
|
|
|
|
LESSOR:
|
|
Patsy Keefer Macinnes
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 4, 2013
|
|
RECORDING:
|
|
Volume: 386, Page: 297 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 16 and 21, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 16, League 259, Borden County School Lands
|
Tract 5
– North Half (N/2) of Section 46, Block 35, Township 4 South, T&P RR Co. Survey, Glasscock
County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Dennis Hoelscher and wife, Katherine W. Hoelscher
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
March 1, 2011
|
|
RECORDING:
|
|
Volume: 161, Page: 458 of the Official Public Records of Glasscock County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 46, Block 35, T-4-S, T&P Ry. Co. Survey, Glasscock County, Texas
|
WildCat Prospect
Tract 1 –
Labors 1 and 10, League 264, Kent County School Lands, Dawson and Martin Counties, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Gloria Echols Johnson and husband, Robert Lee Johnson
|
|
LESSEE:
|
|
Apollo Operating, LLC
|
|
LEASE DATE:
|
|
June 3, 2011
|
|
RECORDING:
|
|
Volume: 659 Page: 310 of the Official Public Records of Dawson County, Texas, and Volume: 305 Page: 719 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 1 and 10, League 264, Kent County School Land, Dawson and
|
|
|
|
Martin Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Donnell Echols and wife, Sharla Echols
|
|
LESSEE:
|
|
Apollo Operating, LLC
|
|
LEASE DATE:
|
|
June 3, 2011
|
|
RECORDING:
|
|
Volume: 659 Page: 308 of the Official Public Records of Dawson County, Texas, and Volume: 305 Page: 721 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 1 and 10, League 264, Kent County School Land, Dawson and Martin Counties, Texas
|
Tract 2 –
Labors 5 and 6, League 263, Kent County School Lands, Dawson and Martin Counties, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Gloria Echols Johnson and husband, Robert Lee Johnson
|
|
LESSEE:
|
|
Apollo Operating, LLC
|
|
LEASE DATE:
|
|
June 3, 2011
|
|
RECORDING:
|
|
Volume: 659 Page: 310 of the Official Public Records of Dawson County, Texas, and Volume: 305 Page: 719 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 5, Save and Except the south 80 acres thereof, which is the spacing unit for the Roff Operating-Echols Well No. 1, and all of Labor 6, all in League 263, Kent County School Land, Dawson and Martin Counties, Texas,
containing 274.24 acres, more or less.
|
|
|
|
|
LESSOR:
|
|
Donnell Echols and wife, Sharla Echols
|
|
LESSEE:
|
|
Apollo Operating, LLC
|
|
LEASE DATE:
|
|
June 3, 2011
|
|
RECORDING:
|
|
Volume: 659 Page: 308 of the Official Public Records of Dawson County, Texas, and Volume: 305 Page: 721 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 5, Save and Except the south 80 acres thereof, which is the spacing
|
|
|
|
unit for the Roff Operating-Echols Well No. 1, and all of Labor 6, all in League 263, Kent County School Land, Dawson and Martin Counties, Texas, containing 274.24 acres, more or less
|
Tract 3 –
East 192.4 acres of the South-half (S/2) of Section 48, Block 35, Township 4 North,
T&P RR Co. Survey, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Barbara M. Barkowsky, Trustee of the Barkowsky Family Trust
|
|
LESSEE:
|
|
Austen Campbell
|
|
LEASE DATE:
|
|
June 22, 2010
|
|
RECORDING:
|
|
Volume: 638, Page: 391 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
192.4 acres of land, more or less, in Section 48, Block 35, T-4-N, T&P RR Co. Survey, Certificate No. 2459, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Frazier Dee Shortes
|
|
LESSEE:
|
|
Austen Campbell
|
|
LEASE DATE:
|
|
June 22, 2010
|
|
RECORDING:
|
|
Volume: 638, Page: 395 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
192.4 acres of land, more or less, in Section 48, Block 35, T-4-N, T&P RR Co. Survey, Certificate No. 2459, Dawson County, Texas
|
Tract 4 –
Southeast Quarter (SE/4) of Section 13, Block 37, Township 4 South, Glasscock County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Phyllis Sue Sparks, dealing in her sole and separate property
|
|
LESSEE:
|
|
Gunter Properties, Inc.
|
|
LEASE DATE:
|
|
April 8, 2011
|
|
RECORDING:
|
|
Volume: 168 Page: 182 of the Official Public Records of Glasscock County, Texas
|
|
DESCRIPTION:
|
|
SE/4 of Section 13, Block 37, T-4-S, T&P RR. Co. Survey, Glasscock County, Texas
|
|
|
|
|
LESSOR:
|
|
Mary Jo Schrock Coon Reno, dealing in her sole and separate property
|
|
LESSEE:
|
|
Gunter Properties, Inc.
|
|
LEASE DATE:
|
|
April 8, 2011
|
|
RECORDING:
|
|
Volume: 168 Page: 184 of the Official Public Records of Glasscock County, Texas
|
|
DESCRIPTION:
|
|
SE/4 of Section 13, Block 37, T-4-S, T&P RR. Co. Survey, Glasscock County, Texas
|
|
|
|
|
LESSOR:
|
|
Javelina Partners, a Texas Partnership
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 1, 2012
|
|
RECORDING:
|
|
Volume: 198 Page: 536 of the Official Public Records of Glasscock County, Texas
|
|
DESCRIPTION:
|
|
SE/4 of Section 13, Block 37, T-4-S, T&P RR. Co. Survey, Glasscock County, Texas
|
|
|
|
|
LESSOR:
|
|
Zorro Partners, Ltd., a Texas Limited Partnership
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 1, 2012
|
|
RECORDING:
|
|
Volume: 198 Page: 540 of the Official Public Records of Glasscock County, Texas
|
|
DESCRIPTION:
|
|
SE/4 of Section 13, Block 37, T-4-S, T&P RR. Co. Survey, Glasscock County, Texas
|
Tract 5 –
East Half (E/2) of the Southeast Quarter (SE/4) of Section 24, Block 33, Township 1
North, T&P RR Co. Survey, Howard County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Arthur D. Reed
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 1, 2012
|
|
RECORDING:
|
|
Volume: 1251 Page: 665 of the Official Public Records of Howard County, Texas
|
|
DESCRIPTION:
|
|
E/2 of the SE/4 of Section 24, Block 33, T-1-N, T&P RR. Co. Survey, Howard County, Texas
|
Tract 6 –
South Half (S/2) and Northwest Quarter (NW/4) of the Southwest Quarter (SW/4) of Section 34,
Block 35, Township 1 North, T&P RR Co. Survey, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Janet Simons LaBorde
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 27, 2011
|
|
RECORDING:
|
|
Volume: 307, Page: 372 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
S/2 and NW/4 of the SW/4 of Section 34, Block 35, T-1-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Thomas G. Simons
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2011
|
|
RECORDING:
|
|
Volume: 307, Page: 368 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
S/2 and NW/4 of the SW/4 of Section 34, Block 35, T-1-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Joy Simons Foote
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 7, 2011
|
|
RECORDING:
|
|
Volume: 309, Page: 262 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
S/2 and NW/4 of the SW/4 of Section 34, Block 35, T-1-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Gretchen Suzanne Childs Trust, c/o Gretchen Suzanne Childs, Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 25, 2011
|
|
RECORDING:
|
|
Volume: 312, Page: 279 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
S/2 and NW/4 of the SW/4 of Section 34, Block 35, T-1-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Rachel Elaine Griffith Trust, c/o Rachel Elaine Griffith, Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 25, 2011
|
|
RECORDING:
|
|
Volume: 312, Page: 285 of the Official Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
S/2 and NW/4 of the SW/4 of Section 34, Block 35, T-1-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Betty Elaine Oquin Shelter Trust, c/o Marcus L. Oquin, Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 25, 2011
|
|
RECORDING:
|
|
Volume: 312, Page: 295 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
S/2 and NW/4 of the SW/4 of Section 34, Block 35, T-1-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Patsy Simons Allen
|
|
LESSEE:
|
|
RobRoy McDonald
|
|
LEASE DATE:
|
|
September 26, 2011
|
|
RECORDING:
|
|
Volume: 325, Page: 155 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
S/2 and NW/4 of the SW/4 of Section 34, Block 35, T-1-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
M.D. Bryant Family Trust, c/o William H. Armstrong, II, Trustee
|
|
LESSEE:
|
|
RobRoy McDonald
|
|
LEASE DATE:
|
|
February 14, 2011
|
|
RECORDING:
|
|
Memorandum at Volume: 305, Page: 609 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
S/2 and NW/4 of the SW/4 of Section 34, Block 35, T-1-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Antero Royalties
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 1, 2012
|
|
RECORDING:
|
|
Volume: 344, Page: 751 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
S/2 and NW/4 of the SW/4 of Section 34, Block 35, T-1-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
The Estate of Sammy Ray Fordham, executed by Timpia Fordham McCain and Sammy S. Fordham, individually and as Powers of Attorney for Floye V. Barmore Fordham
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 23, 2012
|
|
RECORDING:
|
|
Volume: 348, Page: 621 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
S/2 and NW/4 of the SW/4 of Section 34, Block 35, T-1-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Gene Fordham
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 1, 2012
|
|
RECORDING:
|
|
Volume: 363, Page: 1 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
S/2 and NW/4 of the SW/4 of Section 34, Block 35, T-1-N, T&P RR Co. Survey, Martin County, Texas
|
Tract 7 –
North Half (N/2) and Southeast Quarter (SE/4) of Section 19, Block 36, Township 3 North,
T&P RR Co. Survey, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Gene Allen Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 297 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Doris Woolery
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 20, 2011
|
|
RECORDING:
|
|
Volume: 310 Page: 175 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
The Estate of Arvid A. Jones, executed by Joe Lee Jones, Power of Attorney
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 11, 2011
|
|
RECORDING:
|
|
Volume: 310 Page: 181 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Ellis Ray Everts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 17, 2011
|
|
RECORDING:
|
|
Volume: 297 Page: 688 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Guy Merwyn Eiland
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 26, 2011
|
|
RECORDING:
|
|
Volume: 304 Page: 607 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Ineta E. Lewis Dever
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 248 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
James Melvin Lewis
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 10, 2011
|
|
RECORDING:
|
|
Volume: 299 Page: 13 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
James Leighton Reed, IV
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 25, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 274 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
|
|
Anthony W. Everts
|
|
LESSEE:
|
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Parsley Energy, L.P.
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|
LEASE DATE:
|
|
June 22, 2011
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|
RECORDING:
|
|
Volume: 312 Page: 249 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
|
|
Nicolasa Barber
|
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LESSEE:
|
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Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
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|
RECORDING:
|
|
Volume: 314 Page: 281 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
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Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
|
|
James Dellis Barber, Jr.
|
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LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 289 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
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Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
|
|
Kirby Barber Kerr
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 187 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
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Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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|
|
LESSOR:
|
|
Brent Carey Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 196 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
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Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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|
|
|
LESSOR:
|
|
Brad Allen Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 205 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
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|
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|
|
LESSOR:
|
|
Shelley Michelle Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 214 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Daniel Lyndon Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 318 Page: 524 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Sharon G. Barber, Executrix of The Estate of Patrick David Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 223 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Matthews-Link Properties, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 9, 2011
|
|
RECORDING:
|
|
Volume: 304 Page: 590 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Katherine Jo Lewis McCarty
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 300 Page: 66 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Jimmy Cumbie
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 12, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 245 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
William Terry Everts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 29, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 265 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Eddy Cumbie
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 12, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 269 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
LOMOCO, Inc.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2011
|
|
RECORDING:
|
|
Volume: 307 Page: 380 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Jim and Jeanene Wheeler, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 17, 2011
|
|
RECORDING:
|
|
Volume: 306 Page: 37 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Patricia Ann Petosky
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 14, 2011
|
|
RECORDING:
|
|
Volume: 297 Page: 684 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
|
|
LESSOR:
|
|
Sarah Lew Link Grimes, individually and as life tenant
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 25, 2012
|
|
RECORDING:
|
|
Volume: 357 Page: 442 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Media Cunningham, ssp
|
|
LESSEE:
|
|
Patriot Royalty and Land, LLC
|
|
LEASE DATE:
|
|
February 3, 2011
|
|
RECORDING:
|
|
Volume: 295 Page: 536 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Jolene Trolinder, ssp
|
|
LESSEE:
|
|
Patriot Royalty and Land, LLC
|
|
LEASE DATE:
|
|
February 3, 2011
|
|
RECORDING:
|
|
Volume: 295 Page: 538 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
F.A.E.E. Enterprises
|
|
LESSEE:
|
|
Source Rock Production Interests Corporation
|
|
LEASE DATE:
|
|
March 1, 2011
|
|
RECORDING:
|
|
Volume: 299 Page: 277 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Kelsay R. Meek, ssp
|
|
LESSEE:
|
|
Source Rock Production Interests Corporation
|
|
LEASE DATE:
|
|
February 3, 2011
|
|
RECORDING:
|
|
Volume: 298 Page: 424 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Bob Kennedy
|
|
LESSEE:
|
|
Patriot Royalty and Land, LLC
|
|
LEASE DATE:
|
|
February 3, 2011
|
|
RECORDING:
|
|
Volume: 295 Page: 540 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
James Kelly Meek
|
|
LESSEE:
|
|
Source Rock Production Interests Corporation
|
|
LEASE DATE:
|
|
February 3, 2011
|
|
RECORDING:
|
|
Volume: 298 Page: 422 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Betty Jan Valiquette
|
|
LESSEE:
|
|
Patriot Royalty and Land, LLC
|
|
LEASE DATE:
|
|
February 3, 2011
|
|
RECORDING:
|
|
Volume: 297 Page: 676 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
James Hollis Meek
|
|
LESSEE:
|
|
Patriot Royalty and Land, LLC
|
|
LEASE DATE:
|
|
February 3, 2011
|
|
RECORDING:
|
|
Volume: 295 Page: 542 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Dorchester Minerals, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 17, 2011
|
|
RECORDING:
|
|
Volume: 318 Page: 522 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
RSG Properties, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 11, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 241 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
SLVL, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 10, 2011
|
|
RECORDING:
|
|
Volume: 304 Page: 593 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
|
|
Save and Except the SW/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Maecenas Minerals, LLP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 17, 2011
|
|
RECORDING:
|
|
Volume: 318 Page: 523 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Robert Stewart and Nancy Stewart
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 2, 2011
|
|
RECORDING:
|
|
Volume: 326 Page: 619 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
|
|
Save and Except the SW/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Ronnie Max Everts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 1, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 236 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
|
|
Save and Except the SW/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Shirley Hartley Counts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 10, 2011
|
|
RECORDING:
|
|
Volume: 300 Page: 86 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Jeffrey Don Everts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 28, 2011
|
|
RECORDING:
|
|
Volume: 298 Page: 795 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Charline Stone Langford
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 2, 2011
|
|
RECORDING:
|
|
Volume: 298 Page: 799 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Max Thomas Everts, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 1, 2011
|
|
RECORDING:
|
|
Volume: 298 Page: 791 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Fortuna Royalty Co.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 1, 2011
|
|
RECORDING:
|
|
Volume: 306 Page: 33 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
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Save and Except the SW/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
|
|
Sandra Stanley Stone
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 29, 2011
|
|
RECORDING:
|
|
Volume: 326 Page: 624 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
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Save and Except the SW/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
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|
LESSOR:
|
|
J & H Epley Properties, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 4, 2011
|
|
RECORDING:
|
|
Volume: 318 Page: 532 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Barbara Barber Darnall
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 232 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Thomas John Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 273 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
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|
LESSOR:
|
|
Bobbie L. Lewis
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 3, 2011
|
|
RECORDING:
|
|
Volume: 300 Page: 78 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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LESSOR:
|
|
Paige Eiland Family Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 16, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 224 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
LESSOR:
|
|
Pine Oil and Gas, Ltd., and Duffy Oil and Gas, Inc., G. P.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 18, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 256 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Ralph Edward Lewis
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 10, 2011
|
|
RECORDING:
|
|
Volume: 299 Page: 5 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Stephanie Jo Nelson
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 240 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Wanda Ganelle Ford
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 14, 2011
|
|
RECORDING:
|
|
Volume: 299 Page: 9 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
The J. E. and L. E. Mabee Foundation, Inc.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 18, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 244 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Wilco Western, Inc.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 13, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 269 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Donny Huddleston
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 252 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Christopher C. Everts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 300 Page: 70 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Charles David Everts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 17, 2011
|
|
RECORDING:
|
|
Volume: 297 Page: 692 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Bank of America, N. A., Agent for the Carl B. and Florence E. King Foundation
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 12, 2011
|
|
RECORDING:
|
|
Volume: 304 Page: 601 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Cameron Bryan Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 305 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
Tract 8 –
Southwest Quarter (SW/4) of Section 19, Block 36, Township 3 North, T&P RR Co.
Survey, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Gene Allen Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 297 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Doris Woolery
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 20, 2011
|
|
RECORDING:
|
|
Volume: 310 Page: 175 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
The Estate of Arvid A. Jones, executed by Joe Lee Jones, Power of Attorney
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 11, 2011
|
|
RECORDING:
|
|
Volume: 310 Page: 181 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Ellis Ray Everts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 17, 2011
|
|
RECORDING:
|
|
Volume: 297 Page: 688 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Guy Merwyn Eiland
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 26, 2011
|
|
RECORDING:
|
|
Volume: 304 Page: 607 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Ineta E. Lewis Dever
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 248 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
James Melvin Lewis
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 10, 2011
|
|
RECORDING:
|
|
Volume: 299 Page: 13 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
James Leighton Reed, IV
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 25, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 274 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Anthony W. Everts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 22, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 249 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Nicolasa Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 281 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
James Dellis Barber, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 289 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Kirby Barber Kerr
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 187 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Brent Carey Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 196 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Brad Allen Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 205 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Shelley Michelle Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 214 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Daniel Lyndon Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 318 Page: 524 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Sharon G. Barber, Executrix of The Estate of Patrick David Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 223 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Matthews-Link Properties, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 9, 2011
|
|
RECORDING:
|
|
Volume: 304 Page: 590 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Katherine Jo Lewis McCarty
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
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RECORDING:
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Volume: 300 Page: 66 of the Official Public Records of Martin County, Texas
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DESCRIPTION:
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All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
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Jimmy Cumbie
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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July 12, 2011
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RECORDING:
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Volume: 312 Page: 245 of the Official Public Records of Martin County, Texas
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DESCRIPTION:
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All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
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William Terry Everts
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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March 29, 2011
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RECORDING:
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Volume: 302 Page: 265 of the Official Public Records of Martin County, Texas
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DESCRIPTION:
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All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
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Eddy Cumbie
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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July 12, 2011
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RECORDING:
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Volume: 314 Page: 269 of the Official Public Records of Martin County, Texas
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DESCRIPTION:
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All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
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LOMOCO, Inc.
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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June 15, 2011
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RECORDING:
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Volume: 307 Page: 380 of the Official Public Records of Martin County, Texas
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DESCRIPTION:
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All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
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Jim and Jeanene Wheeler, LP
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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April 17, 2011
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RECORDING:
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Volume: 306 Page: 37 of the Official Public Records of Martin County, Texas
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DESCRIPTION:
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All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
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Patricia Ann Petosky
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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April 9, 2011
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RECORDING:
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Volume: 298 Page: 787 of the Official Public Records of Martin County, Texas
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DESCRIPTION:
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SW/4 of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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LESSOR:
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Sarah Lew Link Grimes, individually and as life tenant
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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May 25, 2012
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RECORDING:
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Volume: 357 Page: 442 of the Official Public Records of Martin County, Texas
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DESCRIPTION:
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All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
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Media Cunningham, ssp
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LESSEE:
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Patriot Royalty and Land, LLC
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LEASE DATE:
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February 3, 2011
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RECORDING:
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Volume: 295 Page: 536 of the Official Public Records of Martin County, Texas
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DESCRIPTION:
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All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
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Jolene Trolinder, ssp
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LESSEE:
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Patriot Royalty and Land, LLC
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LEASE DATE:
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February 3, 2011
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RECORDING:
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Volume: 295 Page: 538 of the Official Public Records of Martin County, Texas
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DESCRIPTION:
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All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
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Jolene Trolinder, ssp
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LESSEE:
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Patriot Royalty and Land, LLC
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LEASE DATE:
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March 16, 2011
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RECORDING:
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Volume: 299 Page: 286 of the Official Public Records of Martin County, Texas
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DESCRIPTION:
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SW/4 of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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LESSOR:
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F.A.E.E. Enterprises
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LESSEE:
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Source Rock Production Interests Corporation
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LEASE DATE:
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March 1, 2011
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RECORDING:
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Volume: 299 Page: 277 of the Official Public Records of Martin County, Texas
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DESCRIPTION:
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All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
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Kelsay R. Meek, ssp
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LESSEE:
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Source Rock Production Interests Corporation
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LEASE DATE:
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February 3, 2011
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RECORDING:
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Volume: 298 Page: 424 of the Official Public Records of Martin County, Texas
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DESCRIPTION:
|
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All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
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Bob Kennedy, ssp
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LESSEE:
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Patriot Royalty and Land, LLC
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LEASE DATE:
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February 3, 2011
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RECORDING:
|
|
Volume: 295 Page: 540 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
|
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Bob Kennedy, ssp
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LESSEE:
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Patriot Royalty and Land, LLC
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LEASE DATE:
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March 16, 2011
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RECORDING:
|
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Volume: 299 Page: 284 of the Official Public Records of Martin County, Texas
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DESCRIPTION:
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SW/4 of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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LESSOR:
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James Kelly Meek
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LESSEE:
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Source Rock Production Interests Corporation
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LEASE DATE:
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February 3, 2011
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RECORDING:
|
|
Volume: 298 Page: 422 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
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|
Betty Jan Valiquette
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LESSEE:
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Patriot Royalty and Land, LLC
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LEASE DATE:
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February 3, 2011
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|
RECORDING:
|
|
Volume: 297 Page: 676 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
|
|
James Hollis Meek
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LESSEE:
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Patriot Royalty and Land, LLC
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LEASE DATE:
|
|
February 3, 2011
|
|
RECORDING:
|
|
Volume: 295 Page: 542 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
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|
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LESSOR:
|
|
James Hollis Meek
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LESSEE:
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Patriot Royalty and Land, LLC
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LEASE DATE:
|
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March 16, 2011
|
|
RECORDING:
|
|
Volume: 299 Page: 207 of the Official Public Records of Martin County, Texas
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DESCRIPTION:
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SW/4 of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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LESSOR:
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SLVL, Ltd.
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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May 10, 2011
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RECORDING:
|
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Volume: 304 Page: 593 of the Official Public Records of Martin County, Texas
|
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DESCRIPTION:
|
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All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
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LESSOR:
|
|
Robert Stewart and Nancy Stewart
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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December 2, 2011
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RECORDING:
|
|
Volume: 326 Page: 619 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
|
|
Ronnie Max Everts
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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March 1, 2011
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|
RECORDING:
|
|
Volume: 302 Page: 236 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
|
|
Shirley Hartley Counts
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
|
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March 10, 2011
|
|
RECORDING:
|
|
Volume: 300 Page: 86 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
|
|
Jeffrey Don Everts
|
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LESSEE:
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Parsley Energy, L.P.
|
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LEASE DATE:
|
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February 28, 2011
|
|
RECORDING:
|
|
Volume: 298 Page: 795 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
|
|
Charline Stone Langford
|
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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March 2, 2011
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|
RECORDING:
|
|
Volume: 298 Page: 799 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
|
|
Max Thomas Everts, Jr.
|
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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March 1, 2011
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|
RECORDING:
|
|
Volume: 298 Page: 791 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
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|
Fortuna Royalty Co.
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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June 1, 2011
|
|
RECORDING:
|
|
Volume: 306 Page: 33 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
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|
Sandra Stanley Stone
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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September 29, 2011
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|
RECORDING:
|
|
Volume: 326 Page: 624 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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All of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
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|
J & H Epley Properties, LP
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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April 4, 2011
|
|
RECORDING:
|
|
Volume: 318 Page: 532 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
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Barbara Barber Darnall
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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August 18, 2011
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RECORDING:
|
|
Volume: 312 Page: 232 of the Official Public Records of Martin County, Texas
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|
DESCRIPTION:
|
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All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
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Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
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|
Thomas John Barber
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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August 18, 2011
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|
RECORDING:
|
|
Volume: 314 Page: 273 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
|
|
Bobbie L. Lewis
|
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LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 3, 2011
|
|
RECORDING:
|
|
Volume: 300 Page: 82 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
|
Save and Except the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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|
LESSOR:
|
|
Paige Eiland Family Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 3, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 228 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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SW/4 of Section 19, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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LESSOR:
|
|
Pine Oil and Gas, Ltd., and Duffy Oil and Gas, Inc., G. P.
|
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LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 18, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 256 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Ralph Edward Lewis
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 10, 2011
|
|
RECORDING:
|
|
Volume: 299 Page: 5 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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|
|
|
|
LESSOR:
|
|
Stephanie Jo Nelson
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 240 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
|
|
Wanda Ganelle Ford
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 14, 2011
|
|
RECORDING:
|
|
Volume: 299 Page: 9 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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|
|
|
|
LESSOR:
|
|
The J. E. and L. E. Mabee Foundation, Inc.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 18, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 244 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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|
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LESSOR:
|
|
Wilco Western, Inc.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 13, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 269 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Donny Huddleston
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 252 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Christopher C. Everts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 300 Page: 70 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Charles David Everts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 17, 2011
|
|
RECORDING:
|
|
Volume: 297 Page: 692 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Bank of America, N. A., Agent for the Carl B. and Florence E. King Foundation
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 12, 2011
|
|
RECORDING:
|
|
Volume: 304 Page: 601 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Cameron Bryan Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 305 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
Tract 9 –
Northwest Quarter (NW/4) of Section 20, Block 36, Township 3 North, T&P RR Co. Survey,
Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Gene Allen Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 297 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Doris Woolery
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 20, 2011
|
|
RECORDING:
|
|
Volume: 310 Page: 175 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
The Estate of Arvid A. Jones, executed by Joe Lee Jones, Power of Attorney
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 11, 2011
|
|
RECORDING:
|
|
Volume: 310 Page: 181 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Ellis Ray Everts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 17, 2011
|
|
RECORDING:
|
|
Volume: 297 Page: 688 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Guy Merwyn Eiland
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 26, 2011
|
|
RECORDING:
|
|
Volume: 304 Page: 607 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Ineta E. Lewis Dever
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 248 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
James Melvin Lewis
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 10, 2011
|
|
RECORDING:
|
|
Volume: 299 Page: 13 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
James Leighton Reed, IV
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 25, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 274 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Anthony W. Everts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 22, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 249 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Nicolasa Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 281 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
James Dellis Barber, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 289 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Kirby Barber Kerr
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 187 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Brent Carey Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 196 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Brad Allen Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 205 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Shelley Michelle Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 214 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Daniel Lyndon Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 318 Page: 524 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Sharon G. Barber, Executrix of The Estate of Patrick David Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 223 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Matthews-Link Properties, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 9, 2011
|
|
RECORDING:
|
|
Volume: 304 Page: 590 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Katherine Jo Lewis McCarty
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 300 Page: 66 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Jimmy Cumbie
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 12, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 245 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
William Terry Everts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 29, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 265 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Willis Edward “Eddy” Cumbie
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 12, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 269 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
LOMOCO, Inc.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2011
|
|
RECORDING:
|
|
Volume: 307 Page: 380 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Jim and Jeanene Wheeler, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 17, 2011
|
|
RECORDING:
|
|
Volume: 306 Page: 37 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Patricia Ann Petosky
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 16, 2011
|
|
RECORDING:
|
|
Volume: 298 Page: 783 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Sarah Lew Link Grimes, individually and as life tenant
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 25, 2012
|
|
RECORDING:
|
|
Volume: 357 Page: 442 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Barbara Weil Wilson Duncan
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2011
|
|
RECORDING:
|
|
Volume: 307 Page: 376 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
The Estate of R. B. Lambert or Lexey C. Lambert, individually
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 18, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 260 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Vernon Cox
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 9, 2011
|
|
RECORDING:
|
|
Volume: 300 Page: 74 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Carol Marks
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 20, 2011
|
|
RECORDING:
|
|
Volume: 297 Page: 700 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
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W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
|
|
Mary Sandra Farrell
|
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LESSEE:
|
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Parsley Energy, L.P.
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|
LEASE DATE:
|
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May 10, 2011
|
|
RECORDING:
|
|
Volume: 304 Page: 597 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
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Save and Except the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
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Mary J. Swartz
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LESSEE:
|
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Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 9, 2011
|
|
RECORDING:
|
|
Volume: 299 Page: 1 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
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Save and Except the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
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LESSOR:
|
|
Michael Omer Matthews
|
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LESSEE:
|
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Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 2, 2011
|
|
RECORDING:
|
|
Volume: 304 Page: 586 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
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Save and Except the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
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LESSOR:
|
|
Maecenas Minerals, LLP
|
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LESSEE:
|
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Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 17, 2011
|
|
RECORDING:
|
|
Volume: 318 Page: 523 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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N/2 and the SE/4 of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
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|
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Save and Except the N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
|
|
Dorchester Minerals, LP
|
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LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 17, 2011
|
|
RECORDING:
|
|
Volume: 318 Page: 522 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 and the SE/4 of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
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LESSOR:
|
|
RSG Properties, Ltd
|
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LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 11, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 241 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 and the SE/4 of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the N/2 and SE/4 of Section 19, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
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LESSOR:
|
|
J & H Epley Properties, LP
|
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LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 4, 2011
|
|
RECORDING:
|
|
Volume: 318 Page: 532 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
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|
|
LESSOR:
|
|
Barbara Barber Darnall
|
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LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 232 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Thomas John Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 273 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Bobbie L. Lewis
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 3, 2011
|
|
RECORDING:
|
|
Volume: 300 Page: 82 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Paige Eiland Family Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 9, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 232 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Pine Oil and Gas, Ltd., and Duffy Oil and Gas, Inc., G. P.
|
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LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 18, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 256 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Ralph Edward Lewis
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 10, 2011
|
|
RECORDING:
|
|
Volume: 299 Page: 5 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Stephanie Jo Nelson
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 240 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Wanda Ganelle Ford
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 14, 2011
|
|
RECORDING:
|
|
Volume: 299 Page: 9 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
The J. E. and L. E. Mabee Foundation, Inc.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 18, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 244 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Wilco Western, Inc.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 13, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 269 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Donny Huddleston
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 252 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Christopher C. Everts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 300 Page: 70 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Charles David Everts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 17, 2011
|
|
RECORDING:
|
|
Volume: 297 Page: 692 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Bank of America, N. A., Agent for the Carl B. and Florence E. King Foundation
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 12, 2011
|
|
RECORDING:
|
|
Volume: 304 Page: 601 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Cameron Bryan Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 305 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the SW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
Tract 10 –
Southwest Quarter (SW/4) of Section 20, Block 36, Township 3 North, T&P RR Co. Survey,
Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Gene Allen Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 297 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Doris Woolery
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 20, 2011
|
|
RECORDING:
|
|
Volume: 310 Page: 175 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
The Estate of Arvid A. Jones, executed by Joe Lee Jones, Power of Attorney
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 11, 2011
|
|
RECORDING:
|
|
Volume: 310 Page: 181 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Ellis Ray Everts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 17, 2011
|
|
RECORDING:
|
|
Volume: 297 Page: 688 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Guy Merwyn Eiland
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 26, 2011
|
|
RECORDING:
|
|
Volume: 304 Page: 607 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Ineta E. Lewis Dever
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 248 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
James Melvin Lewis
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 10, 2011
|
|
RECORDING:
|
|
Volume: 299 Page: 13 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
James Leighton Reed, IV
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 25, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 274 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Anthony W. Everts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 22, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 249 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Nicolasa Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 281 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
James Dellis Barber, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 289 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Kirby Barber Kerr
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 187 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Brent Carey Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 196 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Brad Allen Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 205 of the Official Public Records of Martin County, Texas
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DESCRIPTION:
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All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
|
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Shelley Michelle Barber
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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August 18, 2011
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|
RECORDING:
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Volume: 312 Page: 214 of the Official Public Records of Martin County, Texas
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|
DESCRIPTION:
|
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All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
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Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
|
|
Daniel Lyndon Barber
|
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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August 19, 2011
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RECORDING:
|
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Volume: 318 Page: 524 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
|
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Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
|
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Sharon G. Barber, Executrix of The Estate of Patrick David Barber
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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August 18, 2011
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|
RECORDING:
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|
Volume: 312 Page: 223 of the Official Public Records of Martin County, Texas
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|
DESCRIPTION:
|
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All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
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|
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Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
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Matthews-Link Properties, Ltd.
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
|
|
May 9, 2011
|
|
RECORDING:
|
|
Volume: 304 Page: 590 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
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All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
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LESSOR:
|
|
Katherine Jo Lewis McCarty
|
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LESSEE:
|
|
Parsley Energy, L.P.
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|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 300 Page: 66 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
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LESSOR:
|
|
Jimmy Cumbie
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 12, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 245 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
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|
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LESSOR:
|
|
William Terry Everts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 29, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 265 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Willis Edward “Eddy” Cumbie
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 12, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 269 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
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|
|
LESSOR:
|
|
LOMOCO, Inc.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2011
|
|
RECORDING:
|
|
Volume: 307 Page: 380 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Jim and Jeanene Wheeler, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 17, 2011
|
|
RECORDING:
|
|
Volume: 306 Page: 37 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Patricia Ann Petosky
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 16, 2011
|
|
RECORDING:
|
|
Volume: 298 Page: 783 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Sarah Lew Link Grimes, individually and as life tenant
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 25, 2012
|
|
RECORDING:
|
|
Volume: 357 Page: 442 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Barbara Weil Wilson Duncan
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2011
|
|
RECORDING:
|
|
Volume: 307 Page: 376 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
The Estate of R. B. Lambert or Lexey C. Lambert, individually
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 18, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 260 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Vernon Cox
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 9, 2011
|
|
RECORDING:
|
|
Volume: 300 Page: 74 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Carol Marks
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 20, 2011
|
|
RECORDING:
|
|
Volume: 297 Page: 700 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Mary Sandra Farrell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 10, 2011
|
|
RECORDING:
|
|
Volume: 304 Page: 597 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Mary J. Swartz
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 9, 2011
|
|
RECORDING:
|
|
Volume: 299 Page: 1 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Michael Omer Matthews
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 2, 2011
|
|
RECORDING:
|
|
Volume: 304 Page: 586 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
J & H Epley Properties, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 4, 2011
|
|
RECORDING:
|
|
Volume: 318 Page: 532 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Barbara Barber Darnall
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 232 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Thomas John Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 273 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Bobbie L. Lewis
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 3, 2011
|
|
RECORDING:
|
|
Volume: 300 Page: 82 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
SW/4 of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Paige Eiland Family Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 9, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 232 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Pine Oil and Gas, Ltd., and Duffy Oil and Gas, Inc., G. P.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 18, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 256 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Ralph Edward Lewis
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 10, 2011
|
|
RECORDING:
|
|
Volume: 299 Page: 5 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Stephanie Jo Nelson
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 240 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Wanda Ganelle Ford
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 14, 2011
|
|
RECORDING:
|
|
Volume: 299 Page: 9 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
The J. E. and L. E. Mabee Foundation, Inc.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 18, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 244 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Wilco Western, Inc.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 13, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 269 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Donny Huddleston
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 302 Page: 252 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Christopher C. Everts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 300 Page: 70 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Charles David Everts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 17, 2011
|
|
RECORDING:
|
|
Volume: 297 Page: 692 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Bank of America, N. A., Agent for the Carl B. and Florence E. King Foundation
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 12, 2011
|
|
RECORDING:
|
|
Volume: 304 Page: 601 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Cameron Bryan Barber
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 305 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Section 19 and the W/2 of Section 20, Block 36, T-3-N, T&P RR. Co. Survey, Martin County, Texas
|
|
|
|
Save and Except all of Section 19 and the NW/4 of Section 20, Block 36, T-3-N, T&P RR Co. Survey, Martin County, Texas
|
Tract 11 –
708 acres out of the East part of League 252, Abstract No. 607, less 160 acres out of
the Northeast quarter of said tract and 160 acres out of the Southwest quarter of said tract. Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Judith A. Sangster
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 8, 2010
|
|
RECORDING:
|
|
Volume: 294 Page: 500 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
708 acres of land, more or less out of the East part of League 252, Ward County School Land, Abstract 607, Patent 269, Volume 25, Dated 12/1/1892, Less and Except the current 160 acre proration unit established for the AU #1 Well,
Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Barbara Mancha Lucas
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 8, 2010
|
|
RECORDING:
|
|
Volume: 294 Page: 503 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
708 acres of land, more or less out of the East part of League 252, Ward County School Land, Abstract 607, Patent 269, Volume 25, Dated 12/1/1892, Less and Except the current 160 acre proration unit established for the AU #1 Well,
Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Victoria L. Murphy
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 8, 2010
|
|
RECORDING:
|
|
Volume: 294 Page: 497 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
708 acres of land, more or less out of the East part of League 252, Ward County School Land, Abstract 607, Patent 269, Volume 25, Dated 12/1/1892, Less and Except the current 160 acre proration unit established for the AU #1 Well,
Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Ron Mack Lawson
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 8, 2010
|
|
RECORDING:
|
|
Volume: 298 Page: 138 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
708 acres of land, more or less out of the East part of League 252, Ward County School Land, Abstract 607, Patent 269, Volume 25, Dated 12/1/1892, Less and Except the current 160 acre proration unit established for the AU #1 Well,
Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
William Paul Sedgwick
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 5, 2010
|
|
RECORDING:
|
|
Volume: 270 Page: 671 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
708 acres of land, more or less out of the East part of League 252, Ward County School Land, Abstract 607, Patent 269, Volume 25, Dated 12/1/1892, Less and Except the current 160 acre proration unit established for the AU #1 Well,
Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
James R. Sedgwick, dealing in his sole and separate property
|
|
LESSEE:
|
|
Clear Water Inc.
|
|
LEASE DATE:
|
|
April 26, 2005
|
|
RECORDING:
|
|
Volume: 167 Page: 346 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
708 acres of land, more or less out of the East part of League 252, Ward County School Land, Abstract 607, Patent 269, Volume 25, Dated 12/1/1892, Martin County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Ralph W. Williams and R. Chris Williams
|
|
LESSEE:
|
|
Clear Water Inc.
|
|
LEASE DATE:
|
|
March 15, 2005
|
|
RECORDING:
|
|
Volume: 167 Page: 336 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
708 acres of land, more or less out of the East part of League 252, Ward County School Land, Abstract 607, Patent 269, Volume 25, Dated 12/1/1892, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Stella Sedgwick Heldstab
|
|
LESSEE:
|
|
Clear Water Inc.
|
|
LEASE DATE:
|
|
June 16, 2005
|
|
RECORDING:
|
|
Volume: 167 Page: 326 and in Volume: 172 Page: 69 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
708 acres of land, more or less out of the East part of League 252, Ward County School Land, Abstract 607, Patent 269, Volume 25, Dated 12/1/1892, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Wells Fargo Bank, N. A., trustee of the Sedgwick Family Residual Trust
|
|
LESSEE:
|
|
Clear Water Inc.
|
|
LEASE DATE:
|
|
June 17, 2005
|
|
RECORDING:
|
|
Volume: 167 Page: 330 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
708 acres of land, more or less out of the East part of League 252, Ward County School Land, Abstract 607, Patent 269, Volume 25, Dated 12/1/1892, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Rhonda Marie Darling
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 8, 2010
|
|
RECORDING:
|
|
Volume: 296 Page: 617 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
708 acres of land, more or less out of the East part of League 252, Ward County School Land, Abstract 607, Patent 269, Volume 25, Dated 12/1/1892, Martin County, Texas
|
Tract 12
–
Labor 18, League 259, Borden County School Lands, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Randy Drum, Guardian of the Estate of Gaynelle Drum
|
|
LESSEE:
|
|
Transcendent Oil & Gas Properties, LLC
|
|
LEASE DATE:
|
|
June 11, 2010
|
|
RECORDING:
|
|
Volume: 279, Page: 342 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 12, 18, and 19 League 259, Borden County School Lands, Martin County, Texas
Save and except Labors 12 and 19, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Elnora Phillips, a widow
|
|
LESSEE:
|
|
Transcendent Oil & Gas Properties, LLC
|
|
LEASE DATE:
|
|
June 11, 2010
|
|
RECORDING:
|
|
Volume: 279 Page: 348 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 12, 18, and 19 League 259, Borden County School Lands, Martin County, Texas
Save and except Labors 12 and 19, League 259, Borden County School Lands, Martin County,
Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Iris Wade Jones
|
|
LESSEE:
|
|
Transcendent Oil & Gas Properties, LLC
|
|
LEASE DATE:
|
|
June 11, 2010
|
|
RECORDING:
|
|
Volume: 279 Page: 354 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 12, 18, and 19 League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 12 and 19, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Venita Wade Loftin, Steven Wade, and Brenton Wade
|
|
LESSEE:
|
|
Transcendent Oil & Gas Properties, LLC
|
|
LEASE DATE:
|
|
June 11, 2010
|
|
RECORDING:
|
|
Volume: 279 Page: 360 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 12, 18, and 19 League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 12 and 19, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Mike L. Varnadore
|
|
LESSEE:
|
|
Transcendent Oil & Gas Properties, LLC
|
|
LEASE DATE:
|
|
August 4, 2010
|
|
RECORDING:
|
|
Volume: 279, Page: 802 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 18, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Mike L. Varnadore
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 7, 2010
|
|
RECORDING:
|
|
Volume: 289, Page: 4 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 18, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Jerry Mitchell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 21, 2010
|
|
RECORDING:
|
|
Volume: 289, Page: 1 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 12, 16, 18, 23, and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 12, 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Laura Robason
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 21, 2010
|
|
RECORDING:
|
|
Volume: 289, Page: 6 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 12, 16, 18, 23, and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 12, 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
James Mitchell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 21, 2010
|
|
RECORDING:
|
|
Volume: 289, Page: 9 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 12, 16, 18, 23, and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 12, 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Stanley E. Adams, Jr., Trustee, U/W/O S. E. Adams, Sr., and Elsie Adams
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 3, 2011
|
|
RECORDING:
|
|
Volume: 301, Page: 235 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 18, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Sharon Wasson McMillian as Trustee of the Leta E. Wasson Family Trust - 1987
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 12, 2011
|
|
RECORDING:
|
|
Volume: 313, Page: 313 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 18, League 259, Borden County School Lands, Martin County, Texas
|
Tract 13 –
Labor 24, League 259, Borden County School Lands, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Iris Wade Jones
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 288 Page: 782 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, and All of Labors 16, 23, and 24, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
Save and Except all of Labors 6 and 7, League 260, and all of Labors 16 and 23, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Venita Wade Loftin, Steven Wade, and Brenton Wade
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 288 Page: 787 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, and All of Labors 16, 23, and 24, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
Save and Except all of Labors 6 and 7, League 260, and all of Labors 16 and 23, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Elnora Phillip
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 288 Page: 777 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, and All of Labors 16, 23, and 24, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
Save and Except all of Labors 6 and 7, League 260, and all of Labors 16 and 23, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Mary Gail Martin
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 6, 2011
|
|
RECORDING:
|
|
Volume: 313 Page: 774 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 24, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Hair Family, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 7, 2011
|
|
RECORDING:
|
|
Volume: 309 Page: 274 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 24, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Avalon Royalty, LLC
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 7, 2011
|
|
RECORDING:
|
|
Volume: 309 Page: 270 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 24, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Haven Mineral and Royalty Partnership
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 1, 2011
|
|
RECORDING:
|
|
Volume: 314 Page: 317 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 24, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Joe Albert McPeak
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 6, 2011
|
|
RECORDING:
|
|
Volume: 309 Page: 266 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 24, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Charles R. Wiggins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
November 10, 2010
|
|
RECORDING:
|
|
Volume: 294 Page: 71 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 24, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Cynthia L. Boris
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 7, 2011
|
|
RECORDING:
|
|
Volume: 312 Page: 257 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 24, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Randy Drum, Guardian of the Estate of Gaynelle Drum
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 288 Page: 772 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, and All of Labors 16, 23, and 24, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
Save and Except all of Labors 6 and 7, League 260, and all of Labors 16 and 23, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Jerry Mitchell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 21, 2010
|
|
RECORDING:
|
|
Volume: 289 Page: 1 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 12, 16, 18, 19, 23, and 24, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
Save and Except all of Labors 12, 16, 18, 19, and 23 League 259, Borden County School Land, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
James Mitchell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 21, 2010
|
|
RECORDING:
|
|
Volume: 289 Page: 9 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 12, 16, 18, 19, 23, and 24, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
Save and Except all of Labors 12, 16, 18, 19, and 23 League 259, Borden County School Land, Martin County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Laura Robason
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 21, 2010
|
|
RECORDING:
|
|
Volume: 289 Page: 6 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 12, 16, 18, 19, 23, and 24, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
Save and Except all of Labors 12, 16, 18, 19, and 23 League 259, Borden County School Land, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Katherine Estelle Stary, individually and as remainderman under the Life Estate of Vivian Middlebrook Hardman
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 9, 2013
|
|
RECORDING:
|
|
Volume: 383 Page: 622 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 24, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
James Randolph Hardman, individually and as remainderman under the Life Estate of Vivian Middlebrook Hardman
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 9, 2013
|
|
RECORDING:
|
|
Volume: 384 Page: 418 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 24, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Barbara Jane Ashby, individually and as remainderman under the Life Estate of Vivian Middlebrook Hardman
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 9, 2013
|
|
RECORDING:
|
|
Volume: 383 Page: 619 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 24, League 259, Borden County School Land, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Vivian Middlebrook Hardman, Life Estate, remaindermen Barbara Jane Ashby, James Randolph Hardman and Katherine Estelle Stary
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 9, 2013
|
|
RECORDING:
|
|
Volume: 383 Page: 616 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 24, League 259, Borden County School Land, Martin County, Texas
|
Tract 14 –
Labor 6, League 260, Borden County School Lands, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Randy Drum, Guardian of the Estate of Gaynelle Drum
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 288, Page: 722 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Elnora Phillips, a widow
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 288 Page: 777 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Iris Wade Jones
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 288, Page: 782 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Venita Wade Loftin, Steven Wade, and Brenton Wade
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 288, Page: 787 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Jerry Mitchell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 15, 2010
|
|
RECORDING:
|
|
Volume: 289, Page: 12 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 7, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Laura Robason
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 15, 2010
|
|
RECORDING:
|
|
Volume: 289, Page: 15 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 7, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
James Mitchell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 15, 2010
|
|
RECORDING:
|
|
Volume: 289, Page: 18 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 7, League 259, Borden County School Lands, Martin County, Texas
|
Tract 15 –
Labor 7, League 260, Borden County School Lands, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Randy Drum, Guardian of the Estate of Gaynelle Drum
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 288, Page: 722 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Elnora Phillips, a widow
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 288 Page: 777 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Iris Wade Jones
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 288, Page: 782 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Venita Wade Loftin, Steven Wade, and Brenton Wade
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 15, 2010
|
|
RECORDING:
|
|
Volume: 288, Page: 787 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands; and All of Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labors 16, 23 and 24, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Jerry Mitchell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 15, 2010
|
|
RECORDING:
|
|
Volume: 289, Page: 12 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 6, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Laura Robason
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 15, 2010
|
|
RECORDING:
|
|
Volume: 289, Page: 15 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 6, League 259, Borden County School Lands, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
James Mitchell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 15, 2010
|
|
RECORDING:
|
|
Volume: 289, Page: 18 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
All of Labors 6 and 7, League 260, Borden County School Lands, Martin County, Texas
|
|
|
|
Save and except Labor 6, League 259, Borden County School Lands, Martin County, Texas
|
Tract 16 –
West 168 acres in the North Half (N/2) of Section 6, Block 36, Township 3 North, T&P RR
Co. Survey, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Ralph Williams
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 3, 2010
|
|
RECORDING:
|
|
Volume: 281, Page: 391 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
W/168 acres of the N/2 of Section 6, Block 36, T-3-N, T&P Ry Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Wayne Koehler
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2010
|
|
RECORDING:
|
|
Volume: 282, Page: 339 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
W/168 acres of the N/2 of Section 6, Block 36, T-3-N, T & P Ry Co. Survey, Martin County, Texas
|
Tract 17 –
Southeast Quarter (SE/4) of Section 26, Block 36, Township 1 North, T&P RR Co. Survey,
Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
D. E. Richards and wife, Della Richards
|
|
LESSEE:
|
|
Kim-Brant Oil Company
|
|
LEASE DATE:
|
|
May 23, 1974
|
|
RECORDING:
|
|
Volume: 155 Page: 347 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
S/2 of Section 26, Block 36, T-1-N, T&P RR Co. Survey, Martin County, Texas
|
|
|
|
Save and Except the SW/4 of Section 26, Block 36, T-1-N, T&P RR Co. Survey, Martin County, Texas
|
Tract 18 –
South Half (S/2) of the Northeast Quarter (NE/4) of Section 20, Block B,
CCSD & RGNG RR Co. Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
X. B. Cox, Jr. and wife, Melba W. Cox
|
|
LESSEE:
|
|
Murphy Minerals Corporation
|
|
LEASE DATE:
|
|
May 23, 1974
|
|
RECORDING:
|
|
Volume: 418 Page: 543 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 20, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
|
|
|
Save and Except the N/2 of the NW/4 and the NE/4 of Section 20, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
Chevron Acquisition Prospect
Tract 1 –
Northeast Quarter (NE/4) of Section 9, Block D, L & SV RR Co. Survey, Reagan County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Renna T. Ringo, personally and as Attorney-In-Fact for Ben Milam and Lena Milam, his wife; Ed L. Ringo; Jessie Kinney and Walter Kinney; Mittie E. Odle and Walter Burton Odle; Floyd E. Ringo and Moneta Ringo; Bessie L. Parish and
John Everett Parish; Preston Ellis Askew; Georgia Ola Mitchell and Frank Mitchell; Laura Rose James and Arthur James; Albert Elihue Ringo; William Leslie Ringo; Mary Robbie Alexander; Edgar Ringo; Everett Ringo; Clara Ringo Massie and Lit Massie;
Bannie Ringo; Luther Ham; Clarence Ham; Ora Carrol and Charles Carrol; Mrs. Eddie Satterfield, personally and as Attorney- In-Fact for Howard Ham; Eddie Satterfield and Roy Satterfield; Berta Ella Brown; Annie Myrtle Nicholson and George Nicholson;
Lealah Alice Robertson; Willie Emma Seagars and Hugh Seagars; Belvia P. Arnold and Scott Arnold; Walter Ellis Ringo and Josephine Ringo
|
|
LESSEE:
|
|
Helmerich & Payne, Inc.
|
|
LEASE DATE:
|
|
May 4, 1948
|
|
RECORDING:
|
|
Volume: 30 Page: 227 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 9, Block D, L & SV RR Co. Survey, Reagan County, Texas
|
Tract 2 –
Northeast Quarter (NE/4) of Section 8, Block D, L & SV RR Co. Survey, Reagan County,
Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Renna T. Ringo, personally and as Attorney-In-Fact for Ben Milam and Lena Milam, his wife; Ed L. Ringo; Jessie Kinney and Walter Kinney; Mittie E. Odle and Walter Burton Odle; Floyd E. Ringo and Moneta Ringo; Bessie L. Parish and
John Everett Parish; Preston Ellis Askew; Georgia Ola Mitchell and Frank Mitchell; Laura Rose James and Arthur James; Albert Elihue Ringo; William Leslie Ringo; Mary Robbie Alexander; Edgar Ringo; Everett Ringo; Clara Ringo Massie and Lit Massie;
Bannie Ringo; Luther Ham; Clarence Ham; Ora Carrol and Charles Carrol; Mrs. Eddie Satterfield, personally and as Attorney- In-Fact for Howard Ham; Eddie Satterfield and Roy Satterfield; Berta Ella Brown; Annie Myrtle Nicholson and George Nicholson;
Lealah Alice Robertson; Willie Emma Seagars and Hugh Seagars; Belvia P. Arnold and Scott Arnold; Walter Ellis Ringo and Josephine Ringo
|
|
LESSEE:
|
|
Helmerich & Payne, Inc.
|
|
LEASE DATE:
|
|
May 4, 1948
|
|
RECORDING:
|
|
Volume: 30 Page: 227 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 8, Block D, L & SV RR Co. Survey, Reagan County, Texas
|
Tract 3 –
Section 4, Block A, EL & RR RR Co. Survey, Reagan County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
McAlester Fuel Company
|
|
LESSEE:
|
|
The Desana Corporation
|
|
LEASE DATE:
|
|
November 12, 1971
|
|
RECORDING:
|
|
Volume: 127 Page: 121 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
Section 4, Block A, EL & RR RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
W. J. Goldston; William J. Goldston, Jr., and Joseph C. Goldston, Trustees; Gloria Goldston King and husband Allan C. King; J. C. Goldston and First City National Bank of Houston, Trustees of the Jeanne Goldston Kies Trust
|
|
LESSEE:
|
|
The Desana Corporation
|
|
LEASE DATE:
|
|
November 12, 1971
|
|
RECORDING:
|
|
Volume: 127 Page: 110 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
Section 4, Block A, EL & RR RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Sand Springs Home
|
|
LESSEE:
|
|
Pan American Petroleum Corporation
|
|
LEASE DATE:
|
|
February 1, 1966
|
|
RECORDING:
|
|
Volume: 98 Page: 370 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
Section 4, Block A, EL & RR RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Clara P. Butcher, a widow
|
|
LESSEE:
|
|
Max H. Christensen
|
|
LEASE DATE:
|
|
November 20, 1965
|
|
RECORDING:
|
|
Volume: 97 Page: 37 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
Section 4, Block A, EL & RR RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Aberdeen Petroleum Corporation
|
|
LESSEE:
|
|
Pan American Petroleum Corporation
|
|
LEASE DATE:
|
|
November 7, 1965
|
|
RECORDING:
|
|
Volume: 96 Page: 287 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
Section 4, Block A, EL & RR RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Nancy Zoe Goldston Herpin and Patti Lynn Goldston Mayfield
|
|
LESSEE:
|
|
The Desana Corporation
|
|
LEASE DATE:
|
|
November 12, 1971
|
|
RECORDING:
|
|
Volume: 127 Page: 116 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
Section 4, Block A, EL & RR RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Colorado Oil and Gas Corporation
|
|
LESSEE:
|
|
Pan American Petroleum Corporation
|
|
LEASE DATE:
|
|
December 7, 1965
|
|
RECORDING:
|
|
Volume: 96 Page: 288 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
Section 4, Block A, EL & RR RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Myrtle McMaster
|
|
LESSEE:
|
|
Pan American Petroleum Corporation
|
|
LEASE DATE:
|
|
September 1, 1965
|
|
RECORDING:
|
|
Volume: 95 Page: 388 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
Section 4, Block A, EL & RR RR Co. Survey, Reagan County, Texas
|
Tract 4 –
East 102 Acres of Section 10 & All of Section 11, Block O, TC RR Co.
Survey, Reagan County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Sand Springs Home
|
|
LESSEE:
|
|
Pan American Petroleum Corporation
|
|
LEASE DATE:
|
|
February 1, 1966
|
|
RECORDING:
|
|
Volume: 98 Page: 371 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
E/102 acres of Section 10 & All of Section 11, Block O, TC RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Clara P. Butcher, a widow
|
|
LESSEE:
|
|
Max H. Christensen
|
|
LEASE DATE:
|
|
November 20, 1965
|
|
RECORDING:
|
|
Volume: 97 Page: 381 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
E/102 acres of Section 10 & All of Section 11, Block O, TC RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Colorado Oil & Gas Corporation
|
|
LESSEE:
|
|
Pan American Petroleum Corporation
|
|
LEASE DATE:
|
|
December 7, 1965
|
|
RECORDING:
|
|
Volume: 96 Page: 291 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
E/102 acres of Section 10 & All of Section 11, Block O, TC RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Aberdeen Petroleum Corporation
|
|
LESSEE:
|
|
Pan American Petroleum Corporation
|
|
LEASE DATE:
|
|
November 7, 1965
|
|
RECORDING:
|
|
Volume: 96 Page: 289 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
E/102 acres of Section 10 & All of Section 11, Block O, TC RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Mrs. Ona Wells, a widow
|
|
LESSEE:
|
|
Pan American Petroleum Corporation
|
|
LEASE DATE:
|
|
September 1, 1965
|
|
RECORDING:
|
|
Volume: 95 Page: 393 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
E/102 acres of Section 10 & All of Section 11, Block O, TC RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
McAlester Fuel Company
|
|
LESSEE:
|
|
The Desana Corporation
|
|
LEASE DATE:
|
|
November 12, 1971
|
|
RECORDING:
|
|
Volume: 127 Page: 121 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
E/102 acres of Section 10 & All of Section 11, Block O, TC RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
W. J. Goldston; William J. Goldston, Jr., and Joseph C. Goldston, Trustees; Gloria Goldston King and husband Allan C. King; J. C. Goldston and First City National Bank of Houston, Trustees of the Jeanne Goldston Kies Trust
|
|
LESSEE:
|
|
The Desana Corporation
|
|
LEASE DATE:
|
|
November 12, 1971
|
|
RECORDING:
|
|
Volume: 127 Page: 110 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
E/102 acres of Section 10 & All of Section 11, Block O, TC RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Nancy Zoe Goldston Herpin and Patti Lynn Goldston Mayfield
|
|
LESSEE:
|
|
The Desana Corporation
|
|
LEASE DATE:
|
|
November 12, 1971
|
|
RECORDING:
|
|
Volume: 127 Page: 116 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
E/102 acres of Section 10 & All of Section 11, Block O, TC RR Co. Survey, Reagan County, Texas
|
Tract 5 –
348 Acre Tract out of the North Half (N/2) of Section 9 & Part of Section 10,
Block O, TC & RR Co. Survey, Reagan County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Colorado Oil & Gas Corporation
|
|
LESSEE:
|
|
Pan American Petroleum Corporation
|
|
LEASE DATE:
|
|
December 7, 1965
|
|
RECORDING:
|
|
Volume: 96 Page: 293 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
348 acres out of the N/2 of Section 9 & Part of Section 10, Block O, TC & RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Earl E. Cook
|
|
LESSEE:
|
|
Pan American Petroleum Corporation
|
|
LEASE DATE:
|
|
November 18, 1965
|
|
RECORDING:
|
|
Volume: 96 Page: 5 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
348 acres out of the N/2 of Section 9 & Part of Section 10, Block O, TC & RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Aberdeen Petroleum Corporation
|
|
LESSEE:
|
|
Pan American Petroleum Corporation
|
|
LEASE DATE:
|
|
December 7, 1965
|
|
RECORDING:
|
|
Volume: 96 Page: 292 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
348 acres out of the N/2 of Section 9 & Part of Section 10, Block O, TC & RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Thomas E. Cook; Addie Lee Cook Davis and husband G. O. Davis
|
|
LESSEE:
|
|
Pan American Petroleum Corporation
|
|
LEASE DATE:
|
|
September 2, 1965
|
|
RECORDING:
|
|
Volume: 95 Page: 398 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
348 acres out of the N/2 of Section 9 & Part of Section 10, Block O, TC & RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Sand Springs Home
|
|
LESSEE:
|
|
Pan American Petroleum Corporation
|
|
LEASE DATE:
|
|
February 1, 1966
|
|
RECORDING:
|
|
Volume: 98 Page: 373 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
348 acres out of the N/2 of Section 9 & Part of Section 10, Block O, TC & RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Clara P. Butcher
|
|
LESSEE:
|
|
Max H. Christensen
|
|
LEASE DATE:
|
|
November 20, 1965
|
|
RECORDING:
|
|
Volume: 97 Page: 383 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
348 acres out of the N/2 of Section 9 & Part of Section 10, Block O, TC & RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
McAlester Fuel Company
|
|
LESSEE:
|
|
The Desana Corporation
|
|
LEASE DATE:
|
|
November 12, 1971
|
|
RECORDING:
|
|
Volume: 127 Page: 121 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
348 acres out of the N/2 of Section 9 & Part of Section 10, Block O, TC & RR Co. Survey, Reagan County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
W. J. Goldston; William J. Goldston, Jr., and Joseph C. Goldston, Trustees; Gloria Goldston King and husband Allan C. King; J. C. Goldston and First City National Bank of Houston, Trustees of the Jeanne Goldston Kies Trust
|
|
LESSEE:
|
|
The Desana Corporation
|
|
LEASE DATE:
|
|
November 12, 1971
|
|
RECORDING:
|
|
Volume: 127 Page: 110 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
348 acres out of the N/2 of Section 9 & Part of Section 10, Block O, TC & RR Co. Survey, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Nancy Zoe Goldston Herpin and Patti Lynn Goldston Mayfield
|
|
LESSEE:
|
|
The Desana Corporation
|
|
LEASE DATE:
|
|
November 12, 1971
|
|
RECORDING:
|
|
Volume: 127 Page: 116 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
348 acres out of the N/2 of Section 9 & Part of Section 10, Block O, TC & RR Co. Survey, Reagan County, Texas
|
Badger Deep Prospect
Tract 1 –
Northwest Quarter (NW/4) and South Half (S/2) of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Keeney Upton Mineral Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 129 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Myra June Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 149 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
George E. Atkins, Jr. Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 117 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Dorothy Sue Meriwether Atkins Loyd
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 101 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Gail Atkins Hamilton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 113 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Richard Dale Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 109 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Lisa M. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 145 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Kimberly N. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 137 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Michael R. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 97 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Henry Neal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 49 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Joe Franklin Neal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 41 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Clara Jo Huckaby
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 45 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James B. Ratliff, III
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 37 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Elizabeth Rankin-Williams
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 1, 2011
|
|
RECORDING:
|
|
Volume: 851 Page: 69 of the Official Public Records of Upton County Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
John Homer Rankin
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 29, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 105 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Naomi Whitaker Irrevocable Trust, J.P. Morgan
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 21, 2011
|
|
RECORDING:
|
|
Volume: 850 Page: 377 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Rebecca “Becky” Britton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 14, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 57 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jerald Cecil Britton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 7, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 157 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Helen Jean Britton Purselley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 153 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Eileen J. Britton Bell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 7, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 161 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Ralph H. Daugherty, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 29, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 141 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Nancy Jan Daugherty Kemp
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 29, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 133 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Angle Oil Co.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 10, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 294 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James I. Riddle, III
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE
|
|
January 31, 2011
|
|
RECORDING:
|
|
Volume: 851 Page: 84 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jane R. Lancaster
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 2, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 414 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Lemoyne Harper Odell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 10, 2011
|
|
RECORDING:
|
|
Volume: 851 Page: 80 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Nancy K. Hargrove
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 10, 2011
|
|
RECORDING:
|
|
Volume: 850 Page: 405 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Cynthia Harper Murchison
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 10, 2011
|
|
RECORDING:
|
|
Volume: 851 Page: 72 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Guinlyn Hampton Nash
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 286 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Henry and Lucy Moses Foundation Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 25, 2011
|
|
RECORDING:
|
|
Volume: 857 Page: 363 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Lee Hampton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 298 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Robert Pollard
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 10, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 402 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jennifer Holmes Chandler
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 10, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 414 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
John T. Holmes
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 10, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 406 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Julie Holmes Hanson
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 10, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 418 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Lucy G. Moses Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 25, 2011
|
|
RECORDING:
|
|
Volume: 857 Page: 367 the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Patricia Ann St. Clair
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 10, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 394 the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Priest Family First LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 18, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 307 the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Royalty Clearinghouse Partnership
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
November 4, 2011
|
|
RECORDING:
|
|
Volume: 866 Page: 139 the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Sammie Jo Burleson Lane
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 10, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 398 the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
William L. Hernstadt Estate Trusts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE
|
|
July 25, 2011
|
|
RECORDING:
|
|
Volume: 857 Page: 371 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
AMGAS Company
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE
|
|
March 1, 2011
|
|
RECORDING:
|
|
Volume: 850 Page: 397 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 18, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
Tract 2
–
West Half (W/2) and the Southeast Quarter (SE/4) of Section 24, Block 39, T-5-S,
T&P RR Co. Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Keeney Upton Mineral Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 129 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Myra June Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 149 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
George E. Atkins, Jr. Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 117 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Dorothy Sue Meriwether Atkins Loyd
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 101 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Gail Atkins Hamilton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 113 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Richard Dale Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 109 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Lisa M. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 145 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Kimberly N. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 137 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Michael R. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 97 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Naomi Whitaker Irrevocable Trust, J.P. Morgan
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 21, 2011
|
|
RECORDING:
|
|
Volume: 377 Page: 55 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
James Henry Neal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 49 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Joe Franklin Neal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 41 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Clara Jo Huckaby
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 45 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James B. Ratliff, III
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 37 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Rebecca “Becky” Britton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 14, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 57 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jerald Cecil Britton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 7, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 157 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Helen Jean Britton Purselley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 153 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Eileen J. Britton Bell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 7, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 161 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Texas Wesleyan University
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 29, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 125 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Happy State Bank, Trustee for the Martha Ann Cogdell Hospital Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 31, 2011
|
|
RECORDING:
|
|
Volume: Page: of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
N. S. Marrow
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 14, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 93 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Moore-Burrow, LTD
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
November 29, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 53 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Worsham Family Limited Partnership
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 14, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 83 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Estate of Elizabeth Sackett Crocker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 18, 2011
|
|
RECORDING:
|
|
Volume: 851 Page: 76 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Venable Royalty, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 21, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 304 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Ravco Properties, Inc.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 23, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 66 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
R.H. Venable Properties, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 23, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 61 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Bank of America, N.A., Trustee of the Patricia Hoffman Clark Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 29, 2011
|
|
RECORDING:
|
|
Volume: 855 Page: 603 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
SB Resources, LLC
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 12, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 71 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Elizabeth Smith Sleeper
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 14, 2011
|
|
RECORDING:
|
|
Volume: 850 Page: 401 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Lualice Ann Dixon Hoffman
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 13, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 121 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Guinlyn Hampton Nash
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 286 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Lee Hampton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 298 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
PEC Minerals, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 25, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 302 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Royalty Clearinghouse Partnership
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
November 4, 2011
|
|
RECORDING:
|
|
Volume: 866 Page: 139 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 24, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
Tract 3
–
West Half (W/2) and Southeast Quarter (SE/4) of Section 30, Block 38, T-5-S,
T&P RR Co. Survey Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Keeney Upton Mineral Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 129 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Myra June Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 149 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
George E. Atkins, Jr. Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 117 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Dorothy Sue Meriwether Atkins Loyd
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 101 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Gail Atkins Hamilton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 113 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Richard Dale Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 109 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Lisa M. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 145 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Kimberly N. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 137 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Michael R. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 97 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Naomi Whitaker Irrevocable Trust, J.P. Morgan
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 21, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 286 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Henry Neal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 49 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Joe Franklin Neal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 41 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Clara Jo Huckaby
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 45 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James B. Ratliff, III
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 37 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Rebecca “Becky” Britton
|
|
LESSEE:
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Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 14, 2010
|
|
RECORDING:
|
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Volume: 847 Page: 57 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
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LESSOR:
|
|
Jerald Cecil Britton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 7, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 157 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
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W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
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|
LESSOR:
|
|
Helen Jean Britton Purselley
|
|
LESSEE:
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|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 153 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
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W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Eileen J. Britton Bell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 7, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 161 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Angle Oil Co
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 10, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 294 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
|
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W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Black Gold Royalty
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 165 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
|
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W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
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LESSOR:
|
|
Ralph H. Daugherty, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 29, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 141 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Nancy Jan Daugherty Kemp
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 29, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 133 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James I. Riddle, III
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 31. 2011
|
|
RECORDING:
|
|
Volume: 851 Page: 84 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jane R. Lancaster
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 2, 2011
|
|
RECORDING:
|
|
Volume: 393 Page: 55 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Lemoyne H. Odell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 10, 2011
|
|
RECORDING:
|
|
Volume: 851 Page: 80 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Nancy K. Hargrove
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 10, 2011
|
|
RECORDING:
|
|
Volume: 850 Page: 405 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
AMGAS Company
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 1, 2011
|
|
RECORDING:
|
|
Volume: 850 Page: 397 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Cynthia Harper Murchison
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 10, 2011
|
|
RECORDING:
|
|
Volume: 851 Page: 727 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Priest Family First LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 18, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 307 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Royalty Clearinghouse Partnership
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
November 4, 2011
|
|
RECORDING:
|
|
Volume: 866 Page: 139 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Sammie Jo Burleson Lane
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 10, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 398 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
E. Hunter Stone II Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 6, 2011
|
|
RECORDING:
|
|
Volume: 859 Page: 44 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Elizabeth Rankin Williams
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 1, 2011
|
|
RECORDING:
|
|
Volume: 851 Page: 69 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Guinlyn Hampton Nash
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 286 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Henry and Lucy Moses Foundation Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 25, 2011
|
|
RECORDING:
|
|
Volume: 857 Page: 363 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Lee Hampton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 298 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Robert Pollard
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 10, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 402 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jennifer Holmes Chandler
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 10, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 414 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
John Ann Lowery Lewis
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 390 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
John Homer Rankin
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 29, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 105 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
John T. Holmes
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 10, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 406 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Julie Holmes Hanson
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 10, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 418 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Lucy G Moses Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 25, 2011
|
|
RECORDING:
|
|
Volume: 857 Page: 367 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Patricia Ann St. Clair
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 10, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 394 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
William L. Hernstadt Estate Trusts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE
|
|
July 25, 2011
|
|
RECORDING:
|
|
Volume: 857 Page: 371 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Noble Royalty Access Fund III, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 1, 2012
|
|
RECORDING:
|
|
Volume: 877 Page: 43 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Noble Royalty Access Fund IV, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 1, 2012
|
|
RECORDING:
|
|
Volume: 877 Page: 53 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Noble Royalty Access Fund V, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 1, 2012
|
|
RECORDING:
|
|
Volume: 877 Page: 63 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 and SE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
Dusek North Prospect
Tract 1 –
South Half (S/2) and Northeast Quarter (NE/4) of Section 44, Block 39, Township 4 South, T&P RR Co Survey, Midland &
Upton Counties, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Pearl M. Skaggs et al
|
|
LESSEE:
|
|
Roy Parker
|
|
LEASE DATE:
|
|
April 22, 1955
|
|
RECORDING:
|
|
Volume 228 Page 105 of the Official Public Records of Upton County, Texas
|
|
|
|
Volume 231 Page 307 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
S/2 and NE/4 of Section 44, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
Tract 2 –
North Half (N/2) and Southwest Quarter (SW/4) of Section 45, Block 39, Township 4 South,
T&P RR Co Survey, Midland & Upton Counties, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Pearl M. Skaggs et al
|
|
LESSEE:
|
|
Roy Parker
|
|
LEASE DATE:
|
|
April 22, 1955
|
|
RECORDING:
|
|
Volume 228 Page 105 of the Official Public Records of Upton County, Texas
|
|
|
|
Volume 231 Page 307 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 of Section 45, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
Tract 3 –
North Half (N/2) and Southwest Quarter (SW/4) of Section 4, Block 39, Township 5 South,
T&P RR Co Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Pearl M. Skaggs et al
|
|
LESSEE:
|
|
Roy Parker
|
|
LEASE DATE:
|
|
April 22, 1955
|
|
RECORDING:
|
|
Volume 228 Page 105 of the Official Public Records of Upton County, Texas
|
|
|
|
Volume 231 Page 307 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 of Section 4, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
Spraberry Energy Prospect
Tract 1 –
Southwest Quarter (SW/4) of Section 11, Block 40, Township 5 South, T&P RR Co. Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
J.E. and L.E. Mabee Foundation, Inc.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
November 15, 2010
|
|
RECORDING:
|
|
Volume: 851 Page: 6 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 11, Block 40, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
LOMOCO, Inc.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 5, 2011
|
|
RECORDING:
|
|
Volume: 850 Page: 893 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 11, Block 40, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Bank of America, N.A., Agent for the Carl B. and Florence E. King Foundation
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 15, 2011
|
|
RECORDING:
|
|
Volume: 851 Page: 11 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 11, Block 40, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Wilco Western, Inc.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 28, 2010
|
|
RECORDING:
|
|
Volume: 851 Page: 1 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 11, Block 40, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
A. Starke Taylor
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 25, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 342 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 11, Block 40, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Pine Oil & Gas, Ltd. and Duffy Oil & Gas, Inc., G.P.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 12, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 334 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 11, Block 40, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Sugarberry Oil & Gas Corporation and Palinbeck Corporation
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 24, 2011
|
|
RECORDING:
|
|
Volume: 851 Page: 21 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 Section 11, Block 40, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James M. Kramer Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
November 18, 2010
|
|
RECORDING:
|
|
Volume: 854 Page: 330 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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SW/4 Section 11, Block 40, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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Peter Niles Zapffe
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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June 27, 2012
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RECORDING:
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Volume: 874 Page: 261 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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SW/4 Section 11, Block 40, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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Carolyn B. Taylor
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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June 27, 2012
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RECORDING:
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Volume: 874 Page: 265 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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SW/4 Section 11, Block 40, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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701 Family, L.P.
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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November 18, 2010
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RECORDING:
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Volume: 854 Page: 326 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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SW/4 Section 11, Block 40, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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James B. Ratliff, III
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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September 7, 2010
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RECORDING:
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Volume: 847 Page: 37 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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SW/4 Section 11, Block 40, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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James Henry Neal
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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September 7, 2010
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|
RECORDING:
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Volume: 847 Page: 49 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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SW/4 Section 11, Block 40, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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Clara Jo Huckaby
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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September 7, 2010
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|
RECORDING:
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Volume: 847 Page: 45 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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SW/4 Section 11, Block 40, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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Joe Franklin Neal
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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September 7, 2010
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|
RECORDING:
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Volume: 847 Page: 41 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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SW/4 Section 11, Block 40, T-5-S, T&P RR Co. Survey, Upton County, Texas
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Tract 2 –
Northeast Quarter (NE/4) of Section 30, Block 38, Township 5 South, T&P RR Co. Survey,
Upton County, Texas
Leases:
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LESSOR:
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Keeney Upton Mineral Trust
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
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Volume: 841 Page: 129 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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Myra June Atkins
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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June 10, 2010
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|
RECORDING:
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Volume: 841 Page: 149 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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George E. Atkins, Jr. Trust
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LESSEE:
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Parsley Energy, L.P.
|
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LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
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Volume: 841 Page: 117 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
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Dorothy Sue Meriwether Atkins Loyd
|
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 101 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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|
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LESSOR:
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Gail Atkins Hamilton
|
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LESSEE:
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Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 113 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
|
|
Richard Dale Atkins
|
|
LESSEE:
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|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 109 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
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LESSOR:
|
|
Lisa M. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 145 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
|
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NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
|
|
Kimberly N. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 137 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
|
|
Michael R. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 97 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
|
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Elizabeth Rankin-Williams
|
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LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 1, 2011
|
|
RECORDING:
|
|
Volume: 851 Page: 69 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
|
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John Homer Rankin
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LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 29, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 105 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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LESSOR:
|
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Naomi Whitaker Irrevocable Trust, J.P. Morgan
|
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LESSEE:
|
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Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 21, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 286 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
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LESSOR:
|
|
James Henry Neal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 49 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
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|
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LESSOR:
|
|
Joe Franklin Neal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 41 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
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LESSOR:
|
|
Clara Jo Huckaby
|
|
LESSEE:
|
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Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 45 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
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LESSOR:
|
|
James B. Ratliff, III
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 37 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
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LESSOR:
|
|
Rebecca “Becky” Britton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 14, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 57 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
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|
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|
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LESSOR:
|
|
Jerald Cecil Britton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 7, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 157 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Helen Jean Britton Purselley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 153 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Eileen J. Britton Bell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 7, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 161 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Angle Oil Co.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 10, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 294 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Black Gold Royalty
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 165 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
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LESSOR:
|
|
Ralph H. Daugherty, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 29, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 141 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Nancy Jan Daugherty Kemp
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 29, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 133 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James I. Riddle, III
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 2, 20011
|
|
RECORDING:
|
|
Volume: 851 Page: 84 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jane R. Lancaster
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 2, 2011
|
|
RECORDING:
|
|
Volume: 850 Page: 393 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Lemoyne H. Odell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 10, 2011
|
|
RECORDING:
|
|
Volume: 851 Page: 80 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Nancy K. Hargrove
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 10, 2011
|
|
RECORDING:
|
|
Volume: 850 Page: 405 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
AMGAS Company
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 1, 2011
|
|
RECORDING:
|
|
Volume: 850 Page: 397 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Cynthia Harper Murchison
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 10, 2010
|
|
RECORDING:
|
|
Volume: 418 Page: 55 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
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|
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|
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LESSOR:
|
|
E Hunter Stone II Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 6, 2011
|
|
RECORDING:
|
|
Volume: 859 Page: 44 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Guinlyn Hampton Nash
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 286 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Henry and Lucy Moses Foundation Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 25, 2011
|
|
RECORDING:
|
|
Volume: 857 Page: 363 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Lee Hampton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 298 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jennifer Holmes Chandler
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 10, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 414 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Robert Pollard
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 10, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 402 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
John Ann Lowery Lewis
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE
|
|
September 7, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 390 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
John T. Holmes
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 10, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 406 of the Official Public Records of Upton County
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Julie Holmes Hanson
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 10, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 418 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Lucy G. Moses Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 25, 2011
|
|
RECORDING:
|
|
Volume: 857 Page: 367 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Patricia Ann St. Clair
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 10, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 394 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Priest Family First LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 18, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 307 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Royalty Clearinghouse Partnership
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
November 4, 2011
|
|
RECORDING:
|
|
Volume: 866 Page: 139 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Sammie Jo Burleson Lane
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 10, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 398 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
William L. Hernstadt Estate Trusts
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 25, 2011
|
|
RECORDING:
|
|
Volume: 857 Page: 371 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 30, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
Tract 3 –
Section 22, Block 39, Township 5 South, T&P RR Co. Survey, save and except 2.01 acres off
West side, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
John F. Prince
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 14, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 270 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Sara J. Prince Anastoplo
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 18, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 274 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
C.E. Prince, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 18, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 278 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Helen C. Prince Furlong
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 18, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 282 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Texas Wesleyan University
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 29, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 125 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
David Crocker, Individually and as Independent Executor of the Estate of Elizabeth Sackett Crocker and Samuel Crocker, Individually and as Independent Executor of the Estate of Elizabeth Sackett Crocker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 18, 2011
|
|
RECORDING:
|
|
Volume: 851 Page: 76 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Elizabeth Smith Sleeper
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 14, 2011
|
|
RECORDING:
|
|
Volume: 850 Page: 401 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
SB Resources, LLC
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 12, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 71 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Venable Royalty, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 21, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 304 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Worsham Family Limited Partnership
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 14, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 83 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
N.S. Marrow
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 14, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 93 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Patricia Hoffman Clark Trust U/A, Bank of America, N.A., Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 29, 2011
|
|
RECORDING:
|
|
Volume: 855 Page: 603 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Happy State Bank, Trustee of the Martha Ann Cogdell Hospital Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 31, 2011
|
|
RECORDING:
|
|
Volume: 850 Page: 389 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Eileen J. Britton Bell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 7, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 161 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Helen Jean Britton Purselley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 153 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Naomi Whitaker Irrevocable Trust, J.P. Morgan
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 21, 2011
|
|
RECORDING:
|
|
Volume: 850 Page: 377 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Lee Hampton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 298 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Guinlyn Hampton Nash
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 286 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Henry Neal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 49 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Joe Franklin Neal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 41 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Clara Jo Huckaby
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 45 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James B. Ratliff, III
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 37 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Rebecca “Becky” Britton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 14, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 57 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jerald Cecil Britton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 7, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 157 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Keeney Upton Mineral Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 129 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Myra June Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 149 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
George E. Atkins, Jr. Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 117 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Dorothy Sue Meriwether Atkins Loyd
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 101 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Gail Atkins Hamilton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 113 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Richard Dale Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 109 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Lisa M. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 145 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Kimberly N. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 137 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas, as to those depths below 8,500 feet.
|
|
|
|
|
LESSOR:
|
|
Michael R. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 97 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Fort Worth Royalty Company
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 11, 2012
|
|
RECORDING:
|
|
Volume: 866 Page: 122 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Gas Investors Group, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 11, 2012
|
|
RECORDING:
|
|
Volume: 866 Page: 127 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Mary Eugenia Britton, individually and as Trustee of the Britton Family Trust U/W/O J. C. Britton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 8, 2011
|
|
RECORDING:
|
|
Volume: 866 Page: 131 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
LuAlice Ann Dixon Hoffman
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 8, 2011
|
|
RECORDING:
|
|
Volume: 866 Page: 135 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Moore-Burrow, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
November 29, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 53 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 22 SAE 2.01 acres off west side, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
Amendment adding this property to above lease filed for record Vol: 881 Pg: 640, Upton County, Texas
|
Tract 3 –
Southwest Quarter (SW/4) of Section 1, Block K, P.T. Irrigation Co. Survey, Upton County,
Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Blackstone Natural Resources I, LP by its general partner, BSAPI GP LLC
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 16, 2009
|
|
RECORDING:
|
|
Volume: 822 Page: 582 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 of Section 1, Block K, P.T. Irrigation Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
William P. Oliver
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2009
|
|
RECORDING:
|
|
Volume: 821 Page: 491 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 of Section 1, Block K, P.T. Irrigation Co. Survey, Upton County, Texas
|
Tract 5 –
Northeast Quarter (NE/4) of Section 9, Block D, D & W Ry. Survey, Reagan County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Windell A. Thomason, individually and as trustee of the Barbara A. Thomason Tax Free Trust
|
|
LESSEE:
|
|
Charles R. Qualia
|
|
LEASE DATE:
|
|
May 11, 2011
|
|
RECORDING:
|
|
Volume: 133 Page: 208 of the Official Public Records of Reagan County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 9, Block D, D & W Ry. Survey, Reagan County, Texas
|
Big Wheel Prospect
Tract 1
–
League 267, Moore County School Land, Labors 1 and 10, Dawson County, Texas; League 268, Moore County School Land, All of Labors
3, 4, 5, 7, S/55.72 acres of Labor 10; all of Labor 11; E/48.56 acres of the S/2 of Labor 12; all of Labor 14; N/2 of Labor 17; all of Labors 19, 20, 21, 22, Dawson County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Donnell Echols; Sharla Echols, wife of Donnell Echols; Gloria Echols Johnson; Robert Lee Johnson, husband of Gloria Echols Johnson
|
|
LESSEE:
|
|
Roden Oil Company
|
|
LEASE DATE:
|
|
March 26, 2009
|
|
RECORDING:
|
|
Volume: 619 Page: 116 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
League 267, Moore County School Land, Labors 1 and 10, Dawson County, Texas; League 268, Moore County School Land, All of Labors 3, 4, 5, 7, S/55.72 acres of Labor 10; all of Labor 11; E/48.56 acres of the S/2 of Labor 12; all of
Labor 14; N/2 of Labor 17; all of Labors 19, 20, 21, 22, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
James C. Brown, Trustee
|
|
LESSEE:
|
|
Roden Oil Company
|
|
LEASE DATE:
|
|
March 26, 2009
|
|
RECORDING:
|
|
Volume: 619 Page: 125 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
League 267, Moore County School Land, Labors 1 and 10, Dawson County, Texas; League 268, Moore County School Land, All of Labors 3, 4, 5, 7, S/55.72 acres of Labor 10; all of Labor 11; E/48.56 acres of the S/2 of Labor 12; all of
Labor 14; N/2 of Labor 17; all of Labors 19, 20, 21, 22, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Cal Farley’s Boys Ranch Foundation
|
|
LESSEE:
|
|
Roden Oil Company
|
|
LEASE DATE:
|
|
June 1, 2008
|
|
RECORDING:
|
|
Volume: 607 Page: 029 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
League 267, Moore County School Land, Labors 1 and 10, Dawson County, Texas; League 268, Moore County School Land, All of Labors 3, 4, 5, 7, S/55.72 acres of Labor 10; all of Labor 11; E/48.56 acres of the S/2 of Labor 12; all of
Labor 14; N/2 of Labor 17; all of Labors 19, 20, 21, 22, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Jack Estes
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 25, 2012
|
|
RECORDING:
|
|
Volume: 687 Page: 383 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
League 267, Moore County School Land, Labor 10, Dawson County, Texas
|
COP Prospect
Tract 1
– West Half (W/2) of Southeast Quarter (SE/4) of Section 40, Block 36, Township 1 North, T&P Ry. Co. Survey, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Josephine R. Grisham, joined pro forma by her husband, M. A. Grisham
|
|
LESSEE:
|
|
Delaware Basin Properties, Inc.
|
|
LEASE DATE:
|
|
August 4, 1971
|
|
RECORDING:
|
|
Volume: 138 Page: 132 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 33, all of Section 28, the S/2 of Section 16, the SE/4 of Section 21, the N/2 of Section 40, the
W/2 of SE/4 of Section 40
, the N/2 of Section 48 and the SE/4 of Section 38, all in Block 36, T-1-N, T&P
Ry Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Jocelyn McAlpine Greeman, joined pro forma by her husband, Walter Greeman
|
|
LESSEE:
|
|
Delaware Basin Properties, Inc.
|
|
LEASE DATE:
|
|
August 4, 1971
|
|
RECORDING:
|
|
Volume: 138 Page: 138 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 33, all of Section 28, the S/2 of Section 16, the SE/4 of Section 21, the N/2 of Section 40, the
W/2 of SE/4 of Section 40
, the N/2 of Section 48 and the SE/4 of Section 38, all in Block 36, T-1-N, T&P
Ry Co. Survey, Martin County, Texas
|
Tract 2
– North Half (N/2) of Southeast Quarter (SE/4) of Section 21, Block 36, Township 1 North,
T&P Ry. Co. Survey, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Josephine R. Grisham, joined pro forma by her husband, M. A. Grisham
|
|
LESSEE:
|
|
Delaware Basin Properties, Inc.
|
|
LEASE DATE:
|
|
August 4, 1971
|
|
RECORDING:
|
|
Volume: 138 Page: 132 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 33, all of Section 28, the S/2 of Section 16, the
SE/4 of Section
21
, the N/2 of Section 40, the W/2 of SE/4 of Section 40, the N/2 of Section 48 and the SE/4 of Section 38, all in Block 36, T-1-N,
T&P Ry Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Jocelyn McAlpine Greeman, joined pro forma by her husband, Walter Greeman
|
|
LESSEE:
|
|
Delaware Basin Properties, Inc.
|
|
LEASE DATE:
|
|
August 4, 1971
|
|
RECORDING:
|
|
Volume: 138 Page: 138 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 33, all of Section 28, the S/2 of Section 16, the
SE/4 of Section
21
, the N/2 of Section 40, the W/2 of SE/4 of Section 40, the N/2 of Section 48 and the SE/4 of Section 38, all in Block 36, T-1-N,
T&P Ry Co. Survey, Martin County, Texas
|
Tract 3
– South Half (S/2) of Southeast Quarter (SE/4) of Section 39, Block 36, Township 1
North, T&P Ry. Co. Survey, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Josephine R. Grisham, joined pro forma by her husband, M. A. Grisham
|
|
LESSEE:
|
|
Delaware Basin Properties, Inc.
|
|
LEASE DATE:
|
|
August 4, 1971
|
|
RECORDING:
|
|
Volume: 138 Page: 129 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 39, all of Section 29, the E/2 of Section 30, the S/2 of Section 32, the S/2 of Section 37, the
S/2 of SE/4 of Section 39
, the N/4 of Section 31 and the S/2 of Section 20, all in Block 36, T-1-N, T&P
Ry Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Jocelyn McAlpine Greeman, joined pro forma by her husband, Walter Greeman
|
|
LESSEE:
|
|
Delaware Basin Properties, Inc.
|
|
LEASE DATE:
|
|
August 4, 1971
|
|
RECORDING:
|
|
Volume: 138 Page: 141 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 39, all of Section 29, the E/2 of Section 30, the S/2 of Section 32, the S/2 of Section 37, the
S/2 of SE/4 of Section 39
, the N/4 of Section 31 and the S/2 of Section 20, all in Block 36, T-1-N, T&P
Ry Co. Survey, Martin County, Texas
|
Tract 4
– South Half (S/2) of Northwest Quarter (NW/4) and North Half (N/2) of Southwest Quarter (SW/4) of
Section 47, Block 35, Township 1 North, T&P Ry. Co. Survey, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Kentex Mineral Company
|
|
LESSEE:
|
|
Harold R. Hart
|
|
LEASE DATE:
|
|
March 14, 1984
|
|
RECORDING:
|
|
Volume: 239 Page: 263 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
S/2 of NW/4 and the N/2 of SW/4 of Section 47, Block 35, T-1-N, T&P Ry Co. Survey, Martin County, Texas
|
Tract 5
– East Half (E/2) of Southeast Quarter (SE/4) of Section 23, Block 36, Township 1 North,
T&P Ry. Co. Survey, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Josephine R. Grisham, joined pro forma by her husband, M. A. Grisham
|
|
LESSEE:
|
|
Delaware Basin Properties, Inc.
|
|
LEASE DATE:
|
|
August 4, 1971
|
|
RECORDING:
|
|
Volume: 138 Page: 135 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 34, all of Section 27, all of Section 22, the SE/4 of Section 34, the NE/4 of Section 14, the SW/4 of Section 14, the
SE/4 of Section 23
, the W/2 of SW/4 of Section 23 and the S/2 of Section 48, all
in Block 36, T-1-N, T&P Ry Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Jocelyn McAlpine Greeman, joined pro forma by her husband, Walter Greeman
|
|
LESSEE:
|
|
Delaware Basin Properties, Inc.
|
|
LEASE DATE:
|
|
August 4, 1971
|
|
RECORDING:
|
|
Volume: 138 Page: 144 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 34, all of Section 27, all of Section 22, the SE/4 of Section 34, the NE/4 of Section 14, the SW/4 of Section 14, the
SE/4 of Section 23
, the W/2 of SW/4 of Section 23 and the S/2 of Section 48, all
in Block 36, T-1-N, T&P Ry Co. Survey, Martin County, Texas
|
Tract 6
– West 200 acres (W/200) of North Half (N/2) of Section 2, Block 36, Township 1 North,
T&P Ry. Co. Survey, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Steve Fryar
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 16, 2012
|
|
RECORDING:
|
|
Volume: 345 Page: 241 of the Official Public Records of Martin County, Texas
|
|
AMENDMENT:
|
|
Volume: 379 Page: 481 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
As amended, the W/200 of the N/2 of Section 2, Block 36, T-1-N, T&P Ry Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Michael K. Fryar
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 25, 2012
|
|
RECORDING:
|
|
Volume: 345 Page: 244 of the Official Public Records of Martin County, Texas
|
|
AMENDMENT:
|
|
Volume: 379 Page: 478 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
As amended, the W/200 of the N/2 of Section 2, Block 36, T-1-N, T&P Ry Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Kevin Dale Fryar
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE
|
|
July 16, 2012
|
|
RECORDING:
|
|
Volume: 345 Page: 247 of the Official Public Records of Martin County, Texas
|
|
AMENDMENT:
|
|
Volume: 379 Page: 466 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
As amended, the West 200 acres of the North Half (N/2) of Section 2, Block 36, Township 1 North, T&P Ry Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Danny Fryar
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 16, 2012
|
|
RECORDING:
|
|
Volume: 345 Page: 250 of the Official Public Records of Martin County, Texas
|
|
AMENDMENT:
|
|
Volume: 379 Page: 463 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
As amended, the W/200 of the N/2 of Section 2, Block 36, T-1-N, T&P Ry Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Ronda Lynn Klein
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 16, 2012
|
|
RECORDING:
|
|
Volume: 345 Page: 253 of the Official Public Records of Martin County, Texas
|
|
AMENDMENT:
|
|
Volume: 379 Page: 469 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
As amended, the W/200 of the N/2 of Section 2, Block 36, T-1-N, T&P Ry Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Sharron Joyce Odom
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 16, 2012
|
|
RECORDING:
|
|
Volume: 345 Page: 256 of the Official Public Records of Martin County, Texas
|
|
AMENDMENT:
|
|
Volume: 379 Page: 475 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
As amended, the W/200 of the N/2 of Section 2, Block 36, T-1-N, T&P Ry Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Charlotte Ann White
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 16, 2012
|
|
RECORDING:
|
|
Volume: 345 Page: 259 of the Official Public Records of Martin County, Texas
|
|
AMENDMENT:
|
|
Volume: 379 Page: 472 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
As amended, the W/200 of the N/2 of Section 2, Block 36, T-1-N, T&P Ry Co. Survey, Martin County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Carolyn Sue Reynolds
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 16, 2012
|
|
RECORDING:
|
|
Volume: 345 Page: 662 of the Official Public Records of Martin County, Texas
|
|
AMENDMENT:
|
|
Volume: 379 Page: 460 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
As amended, the W/200 of the N/2 of Section 2, Block 36, T-1-N, T&P Ry Co. Survey, Martin County, Texas
|
Tract 7
– Northeast Quarter (NE/4) and Southwest Quarter (SW/4) of Section 14, Block 36, Township 1
North, T&P Ry. Co. Survey, Martin County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Josephine R. Grisham, joined pro forma by her husband, M. A. Grisham
|
|
LESSEE:
|
|
Delaware Basin Properties, Inc.
|
|
LEASE DATE:
|
|
August 4, 1971
|
|
RECORDING:
|
|
Volume: 138 Page: 135 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 34, all of Section 27, all of Section 22, the SE/4 of Section 34, the
NE/4 and SW/4 of Section 14
, the SE/4 of Section 23, the W/2 of SW/4 of Section 23 and the S/2 of Section 48, all in Block 36, T-1-N,
T&P Ry Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Jocelyn McAlpine Greeman, joined pro forma by her husband, Walter Greeman
|
|
LESSEE:
|
|
Delaware Basin Properties, Inc.
|
|
LEASE DATE:
|
|
August 4, 1971
|
|
RECORDING:
|
|
Volume: 138 Page: 144 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 34, all of Section 27, all of Section 22, the SE/4 of Section 34, the
NE/4 and SW/4 of Section 14
, the SE/4 of Section 23, the W/2 of SW/4 of Section 23 and the S/2 of Section 48, all in Block 36, T-1-N,
T&P Ry Co. Survey, Martin County, Texas
|
Junction Boy Prospect
Tract 1
– Southwest Quarter (SW/4) Section 22, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Ray R. Barrett, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 22, 2012
|
|
RECORDING:
|
|
Volume: 875 Page: 693 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Southwest Quarter (SW/4) Section 22, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
Tract 2
– North-half of the Southwest Quarter (N/2 SW/4) Section 23, Block 38, T-5-S, T&P RR Co.
Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Ray R. Barrett, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 22, 2012
|
|
RECORDING:
|
|
Volume: 875 Page: 693 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
North-half of the Southwest Quarter (N/2 SW/4) Section 23, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
Tract 3
– South-half of the Southwest Quarter (S/2 SW/4) Section 23, Block 38, T-5-S, T&P RR
Co. Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Ray R. Barrett, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 22, 2012
|
|
RECORDING:
|
|
Volume: 875 Page: 693 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
South-half of the Southwest Quarter (S/2 SW/4) Section 23, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
Tract 4
– Southwest Quarter (SW/4) Section 27, Block 38, T-5-S, T&P RR Co. Survey, Upton County,
Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Ray R. Barrett, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 22, 2012
|
|
RECORDING:
|
|
Volume: 875 Page: 693 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Southwest Quarter (SW/4) Section 27, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
Tract 5
– Northeast Quarter (NE/4) Section 40, Block 38, T-5-S, T&P RR Co. Survey, Upton County,
Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Ray R. Barrett, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 22, 2012
|
|
RECORDING:
|
|
Volume: 875 Page: 693 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Northeast Quarter (NE/4) Section 40, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
Tract 6
– Southwest Quarter (SW/4) Section 45, Block 38, T-5-S, T&P RR Co. Survey, Upton County,
Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Ray R. Barrett, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 22, 2012
|
|
RECORDING:
|
|
Volume: 875 Page: 693 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Southwest Quarter (SW/4) Section 45, Block 38, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
Tract 7
– Northwest Quarter (NW/4) Section 1, Block M, EL& RR RR Co. Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Ray R. Barrett, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 22, 2012
|
|
RECORDING:
|
|
Volume: 875 Page: 693 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Northwest Quarter (NW/4) Section 1, Block M, EL& RR RR Co. Survey, Upton County, Texas
|
Non-Package
Tract 1
– SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Keeney Upton Mineral Trust, W. Ellwood Keeney, Jr., Trustee
|
|
LESSEE:
|
|
Mecca Exploration, LLC
|
|
LEASE DATE:
|
|
January 2, 2012
|
|
RECORDING:
|
|
Volume: 865 Page: 627 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Rebecca Britton
|
|
LESSEE:
|
|
Mecca Exploration, LLC
|
|
LEASE DATE:
|
|
January 2, 2012
|
|
RECORDING:
|
|
Volume: 865 Page: 631 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jerald Cecil Britton
|
|
LESSEE:
|
|
Mecca Exploration, LLC
|
|
LEASE DATE:
|
|
December 14, 2011
|
|
RECORDING:
|
|
Volume: 864 Page: 492 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Helen Jean Britton Purselley
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LESSEE:
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Mecca Exploration, LLC
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LEASE DATE:
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January 2, 2012
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RECORDING:
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Volume: 865 Page: 635 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
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LESSOR:
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Eileen J. Britton Bell
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LESSEE:
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Mecca Exploration, LLC
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LEASE DATE:
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January 2, 2012
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RECORDING:
|
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Volume: 865 Page: 842 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
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LESSOR:
|
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James Lee Hampton
|
|
LESSEE:
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Mecca Exploration, LLC
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LEASE DATE:
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February 13, 2012
|
|
RECORDING:
|
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Volume: 867 Page: 833 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
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LESSOR:
|
|
Guinlyn Hampton Nash
|
|
LESSEE:
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|
Mecca Exploration, LLC
|
|
LEASE DATE:
|
|
February 13, 2012
|
|
RECORDING:
|
|
Volume: 866 Page: 798 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
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LESSOR:
|
|
Guinlyn Hampton Nash
|
|
LESSEE:
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Parsley Energy, L.P.
|
|
LEASE DATE:
|
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April 20, 2012
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|
RECORDING:
|
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Volume: 869 Page: 872 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
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LESSOR:
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Joe Franklin Neal and wife, Barbara J. Neal
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LESSEE:
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Mecca Exploration, LLC
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LEASE DATE:
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February 21, 2012
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|
RECORDING:
|
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Volume: 866 Page: 794 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
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LESSOR:
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James H. Neal, Trustee of the J. H. Neal Revocable Family Mineral Trust, dated November 23, 2010
|
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LESSEE:
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|
Mecca Exploration, LLC
|
|
LEASE DATE:
|
|
February 14, 2012
|
|
RECORDING:
|
|
Volume: 866 Page: 86 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
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SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
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LESSOR:
|
|
James B. Ratliff, III
|
|
LESSEE:
|
|
Mecca Exploration, LLC
|
|
LEASE DATE:
|
|
February 21, 2012
|
|
RECORDING:
|
|
Volume: 866 Page: 802 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
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LESSOR:
|
|
Clara Jo Ratliff Huckaby
|
|
LESSEE:
|
|
Mecca Exploration, LLC
|
|
LEASE DATE:
|
|
February 21, 2012
|
|
RECORDING:
|
|
Volume: 867 Page: 829 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
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|
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LESSOR:
|
|
Myra June Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 19, 2012
|
|
RECORDING:
|
|
Volume: 867 Page: 134 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
George E. Atkins Jr. Living Trust Dated 01-11-2001, George E. Atkins, Jr. and Genia Yvonne Atkins,
Co-Trustees
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 19, 2012
|
|
RECORDING:
|
|
Volume: 867 Page: 138 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Dororthy Sue Meriwether Atkins Loyd
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 19, 2012
|
|
RECORDING:
|
|
Volume: 866 Page: 161 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Gail Atkins Parker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 19, 2012
|
|
RECORDING:
|
|
Volume: 867 Page: 122 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Richard D. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 19, 2012
|
|
RECORDING:
|
|
Volume: 866 Page: 165 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Royalty Clearinghouse Partnership
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 10, 2012
|
|
RECORDING:
|
|
Volume: 871 Page: 5 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Naomi Whitaker Irrevocable Trust, JP Morgan Chase Bank, N.A. Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 2, 2012
|
|
RECORDING:
|
|
Volume: 870 Page: 882 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
LuAlice Ann Dixon Hoffman
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 13, 2012
|
|
RECORDING:
|
|
Volume: 867 Page: 114 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
SB Resources, LLC
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 10, 2012
|
|
RECORDING:
|
|
Volume: 870 Page: 876 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
BOKF, NA, Successor in interest to Bank of Texas, N.A., as agent for Texas Wesleyan University
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 29, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 850 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Elizabeth Smith Sleeper
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 20, 2012
|
|
RECORDING:
|
|
Volume: 874 Page: 250 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
N. S. Marrow Estate
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 5, 2012
|
|
RECORDING:
|
|
Volume: 886 Page: 649 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
R. H. Venable Properties, Ltd.
|
|
LESSEE:
|
|
Mecca Exploration, LLC
|
|
LEASE DATE:
|
|
October 14, 2012
|
|
RECORDING:
|
|
Volume: 880 Page: 623 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Moore-Burrow, Ltd. And Worsham Family Limited Partnership, by Worsham-Burrow Properties, LLC, agent
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 9, 2013
|
|
RECORDING:
|
|
Volume: 893 Page: 312 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Happy State Bank, N. A., Trustee of the Martha Ann Cogdell Hospital Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 6, 2013
|
|
RECORDING:
|
|
Volume: 900 Page: 734 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Estate of Elizabeth Sackett Crocker, deceased
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 27, 2013
|
|
RECORDING:
|
|
Volume: 902 Page: 461 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
Tract 2
– N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Keeney Upton Mineral Trust, W. Ellwood Keeney, Jr., Trustee
|
|
LESSEE:
|
|
Mecca Exploration, LLC
|
|
LEASE DATE:
|
|
January 2, 2012
|
|
RECORDING:
|
|
Volume: 865 Page: 627 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Rebecca Britton
|
|
LESSEE:
|
|
Mecca Exploration, LLC
|
|
LEASE DATE:
|
|
January 2, 2012
|
|
RECORDING:
|
|
Volume: 865 Page: 631 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jerald Cecil Britton
|
|
LESSEE:
|
|
Mecca Exploration, LLC
|
|
LEASE DATE:
|
|
December 14, 2011
|
|
RECORDING:
|
|
Volume: 864 Page: 492 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Helen Jean Britton Purselley
|
|
LESSEE:
|
|
Mecca Exploration, LLC
|
|
LEASE DATE:
|
|
January 2, 2012
|
|
RECORDING:
|
|
Volume: 865 Page: 635 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Eileen J. Britton Bell
|
|
LESSEE:
|
|
Mecca Exploration, LLC
|
|
LEASE DATE:
|
|
January 2, 2012
|
|
RECORDING:
|
|
Volume: 865 Page: 842 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Lee Hampton
|
|
LESSEE:
|
|
Mecca Exploration, LLC
|
|
LEASE DATE:
|
|
February 13, 2012
|
|
RECORDING:
|
|
Volume: 867 Page: 833 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Guinlyn Hampton Nash
|
|
LESSEE:
|
|
Mecca Exploration, LLC
|
|
LEASE DATE:
|
|
February 13, 2012
|
|
RECORDING:
|
|
Volume: 866 Page: 798 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Guinlyn Hampton Nash
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 20, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 872 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Joe Franklin Neal and wife, Barbara J. Neal
|
|
LESSEE:
|
|
Mecca Exploration, LLC
|
|
LEASE DATE:
|
|
February 21, 2012
|
|
RECORDING:
|
|
Volume: 866 Page: 794 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James H. Neal, Trustee of the J. H. Neal Revocable Family Mineral Trust, dated November 23, 2010
|
|
LESSEE:
|
|
Mecca Exploration, LLC
|
|
LEASE DATE:
|
|
February 14, 2012
|
|
RECORDING:
|
|
Volume: 866 Page: 86 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James B. Ratliff, III
|
|
LESSEE:
|
|
Mecca Exploration, LLC
|
|
LEASE DATE:
|
|
February 21, 2012
|
|
RECORDING:
|
|
Volume: 866 Page: 802 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Clara Jo Ratliff Huckaby
|
|
LESSEE:
|
|
Mecca Exploration, LLC
|
|
LEASE DATE:
|
|
February 21, 2012
|
|
RECORDING:
|
|
Volume: 867 Page: 829 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Myra June Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 19, 2012
|
|
RECORDING:
|
|
Volume: 867 Page: 134 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
George E. Atkins Jr. Living Trust Dated 01-11-2001, George E. Atkins, Jr. and Genia Yvonne Atkins,
Co-Trustees
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 19, 2012
|
|
RECORDING:
|
|
Volume: 867 Page: 138 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Dororthy Sue Meriwether Atkins Loyd
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 19, 2012
|
|
RECORDING:
|
|
Volume: 866 Page: 161 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Gail Atkins Parker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 19, 2012
|
|
RECORDING:
|
|
Volume: 867 Page: 122 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Richard D. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 19, 2012
|
|
RECORDING:
|
|
Volume: 866 Page: 165 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Royalty Clearinghouse Partnership
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 10, 2012
|
|
RECORDING:
|
|
Volume: 871 Page: 5 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Naomi Whitaker Irrevocable Trust, JP Morgan Chase Bank, N.A. Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 2, 2012
|
|
RECORDING:
|
|
Volume: 870 Page: 882 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
LuAlice Ann Dixon Hoffman
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 13, 2012
|
|
RECORDING:
|
|
Volume: 867 Page: 114 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
SB Resources, LLC
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 10, 2012
|
|
RECORDING:
|
|
Volume: 870 Page: 876 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
BOKF, NA, Successor in interest to Bank of Texas, N.A., as agent for Texas Wesleyan University
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 29, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 850 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Elizabeth Smith Sleeper
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 20, 2012
|
|
RECORDING:
|
|
Volume: 874 Page: 250 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
N. S. Marrow Estate
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 5, 2012
|
|
RECORDING:
|
|
Volume: 886 Page: 649 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
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N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
R. H. Venable Properties, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 1, 2012
|
|
RECORDING:
|
|
Volume: 879 Page: 731 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
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N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Charline Wood Johnson
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 28, 2012
|
|
RECORDING:
|
|
Volume: 874 Page: 269 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Moore-Burrow, Ltd. And Worsham Family Limited Partnership, by Worsham-Burrow Properties, LLC, agent
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 9, 2013
|
|
RECORDING:
|
|
Volume: 893 Page: 312 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Happy State Bank, N. A., Trustee of the Martha Ann Cogdell Hospital Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 6, 2013
|
|
RECORDING:
|
|
Volume: 900 Page: 734 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Venable Royalty, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 19, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 159 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
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N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Estate of Elizabeth Sackett Crocker, deceased
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 27, 2013
|
|
RECORDING:
|
|
Volume: 902 Page: 461 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
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N/2 and SW/4 Section 16, Block 39, T-5-S, Upton County, Texas
|
Tract 3
– Section 26, Block 39, T-5-S, Upton County, Texas
Leases:
|
|
|
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|
LESSOR:
|
|
Lisa M. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 145 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Texas Wesleyan University
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 29, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 125 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
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LESSOR:
|
|
David Crocker, individually and as independent executor of the Estate of Elizabeth Sackett Crocker; Samuel Crocker, individually and as independent executor of the Estate of Elizabeth Sackett Crocker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 18, 2011
|
|
RECORDING:
|
|
Volume: 851 Page: 76 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Happy State Bank, trustee of the Martha Ann Cogdell Hospital Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 31, 2011
|
|
RECORDING:
|
|
Volume: 850 Page: 389 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Elizabeth Smith Sleeper
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 14, 2011
|
|
RECORDING:
|
|
Volume: 850 Page: 401 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
SB Resources, LLC
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 12, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 71 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Venable Royalty, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 21, 2010
|
|
RECORDING:
|
|
Volume: 854 Page: 304 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
N. S. Marrow
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 14, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 93 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Patricia Hoffman Clark Trust U/A, Bank of America, N.A., Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 29, 2011
|
|
RECORDING:
|
|
Volume: 855 Page: 603 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Moore-Burrow, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
November 29, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 53 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Guinlyn Hampton Nash
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 286 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Naomi Whitaker Irrevocable Trust, JP Morgan Chase Bank, N.A., Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 21, 2011
|
|
RECORDING:
|
|
Volume: 850 Page: 377 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Lee Hampton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 298 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Michael R. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 97 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Kimberly N. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 137 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Gail Atkins Hamilton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 113 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Dorothy Sue Meriwether Atkins Loyd
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 101 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
George E. Atkins Jr. Living Trust dated 01-11-2001, George E. Atkins, Jr. and Genia Yvonne Atkins,
Co-Trustees
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 117 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Richard D. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 109 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Myra June Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 149 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Eileen J. Britton Bell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 7, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 161 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
R. H. Venable Properties, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 23, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 61 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Helen Jean Britton Purselley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 153 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jerald Cecil Britton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 7, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 157 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Rebecca Britton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 14, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 57 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Clara Jo Huckaby
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 45 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Joe Franklin Neal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 41 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Henry Neal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 49 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Keeney Upton Mineral Trust, W. Ellwood Keeney, Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 129 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James B. Ratliff, III
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 37 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Fred W. Shield & Company
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 25, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 290 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Michael Glenn Anderson and Donna Michaelle Anderson
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 19, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 266 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Melinda Anderson Cates
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 19, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 386 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Phillip Hillhouse
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 17, 2012
|
|
RECORDING:
|
|
Volume: 866 Page: 117 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Blake Trust, Cornelia C. Blake, Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 18, 2012
|
|
RECORDING:
|
|
Volume: 872 Page: 877 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Douglas Hillhouse, IV
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 17, 2012
|
|
RECORDING:
|
|
Volume: 872 Page: 105 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Worsham Family Limited Partnership
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 14, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 83 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Royalty Clearinghouse Partnership
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
November 4, 2011
|
|
RECORDING:
|
|
Volume: 866 Page: 139 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
George S. Hillhouse
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 26, 2012
|
|
RECORDING:
|
|
Volume: 880 Page: 261 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Rockhound Resources, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 19, 2012
|
|
RECORDING:
|
|
Volume: 880 Page: 642 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Charles Frederick Berger
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 19, 2012
|
|
RECORDING:
|
|
Volume: 881 Page: 641 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Sarah Majors Woodward
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 24, 2012
|
|
RECORDING:
|
|
Volume: 882 Page: 41 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Singleton Family Partners
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
November 14, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 410 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 26, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Burlington Resources Oil & Gas Company, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE
|
|
May 1, 2013
|
|
RECORDING:
|
|
Volume: 896 Page: 820 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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Section 26, Block 39, T-5-S, Upton County, Texas
|
Tract 4
– Section 28, Block 39, T-5-S, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Lisa M. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 145 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Texas Wesleyan University
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 29, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 125 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
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Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
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LESSOR:
|
|
David Crocker, individually and as independent executor of the Estate of Elizabeth Sackett Crocker; Samuel Crocker, individually and as independent executor of the Estate of Elizabeth Sackett Crocker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 18, 2011
|
|
RECORDING:
|
|
Volume: 851 Page: 76 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
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Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Happy State Bank, trustee of the Martha Ann Cogdell Hospital Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 31, 2011
|
|
RECORDING:
|
|
Volume: 850 Page: 389 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Elizabeth Smith Sleeper
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 14, 2011
|
|
RECORDING:
|
|
Volume: 850 Page: 401 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
SB Resources, LLC
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 12, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 71 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Venable Royalty, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 21, 2010
|
|
RECORDING:
|
|
Volume: 854 Page: 304 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
N. S. Marrow
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 14, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 93 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Patricia Hoffman Clark Trust U/A, Bank of America, N.A., Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 29, 2011
|
|
RECORDING:
|
|
Volume: 855 Page: 603 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Moore-Burrow, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
November 29, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 53 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Guinlyn Hampton Nash
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 286 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Naomi Whitaker Irrevocable Trust, JP Morgan Chase Bank, N.A., Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 21, 2011
|
|
RECORDING:
|
|
Volume: 850 Page: 377 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Lee Hampton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 298 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Michael R. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 97 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Kimberly N. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 137 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Gail Atkins Hamilton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 113 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Dorothy Sue Meriwether Atkins Loyd
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 101 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
George E. Atkins Jr. Living Trust dated 01-11-2001, George E. Atkins, Jr. and Genia Yvonne Atkins,
Co-Trustees
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 117 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Richard D. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 109 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Myra June Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 149 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Eileen J. Britton Bell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 7, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 161 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
R. H. Venable Properties, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 23, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 61 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Helen Jean Britton Purselley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 18, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 153 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jerald Cecil Britton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 7, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 157 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Rebecca Britton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 14, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 57 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Clara Jo Huckaby
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 45 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Joe Franklin Neal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 41 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Henry Neal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 49 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Keeney Upton Mineral Trust, W. Ellwood Keeney, Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 129 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James B. Ratliff, III
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 7, 2010
|
|
RECORDING:
|
|
Volume: 847 Page: 37 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Fred W. Shield & Company
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 25, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 290 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Michael Glenn Anderson and Donna Michaelle Anderson
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 19, 2011
|
|
RECORDING:
|
|
Volume: 854 Page: 266 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Melinda Anderson Cates
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 19, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 386 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Phillip Hillhouse
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 17, 2012
|
|
RECORDING:
|
|
Volume: 866 Page: 117 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Blake Trust, Cornelia C. Blake, Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 18, 2012
|
|
RECORDING:
|
|
Volume: 872 Page: 877 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Douglas Hillhouse, IV
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 17, 2012
|
|
RECORDING:
|
|
Volume: 872 Page: 105 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Worsham Family Limited Partnership
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 14, 2010
|
|
RECORDING:
|
|
Volume: 841 Page: 83 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Royalty Clearinghouse Partnership
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
November 4, 2011
|
|
RECORDING:
|
|
Volume: 866 Page: 139 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
George S. Hillhouse
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 26, 2012
|
|
RECORDING:
|
|
Volume: 880 Page: 261 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Rockhound Resources, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 19, 2012
|
|
RECORDING:
|
|
Volume: 880 Page: 642 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Charles Frederick Berger
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 19, 2012
|
|
RECORDING:
|
|
Volume: 881 Page: 641 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Sarah Majors Woodward
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
September 24, 2012
|
|
RECORDING:
|
|
Volume: 882 Page: 41 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Singleton Family Partners
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
November 14, 2011
|
|
RECORDING:
|
|
Volume: 863 Page: 410 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Burlington Resources Oil & Gas Company, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 1, 2013
|
|
RECORDING:
|
|
Volume: 896 Page: 820 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 28, Block 39, T-5-S, Upton County, Texas
|
Tract 6
– Section 18, Block 39, T-5-S, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Elizabeth Smith Sleeper
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 20, 2012
|
|
RECORDING:
|
|
Volume: 874 Page: 250 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
BOKF, NA, successor in interest to Bank of Texas, N.A., as agent for Texas Wesleyan University
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 13, 2012
|
|
RECORDING:
|
|
Volume: 870 Page: 870 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
SB Resources, LLC
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 10, 2012
|
|
RECORDING:
|
|
Volume: 870 Page: 876 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
James B. Ratliff, III
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 15, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 454 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
R. H. Venable Properties, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 1, 2012
|
|
RECORDING:
|
|
Volume: 879 Page: 731 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Helen Jean Britton Purselley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 28, 2012
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|
RECORDING:
|
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Volume: 868 Page: 449 of the Official Public Records of Upton County, Texas
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DESCRIPTION:
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Section 18, Block 39, T-5-S, Upton County, Texas
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|
|
|
|
LESSOR:
|
|
N. S. Marrow Estate
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 5, 2012
|
|
RECORDING:
|
|
Volume: 886 Page: 649 of the Official Public Records of Upton County, Texas
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|
DESCRIPTION:
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Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
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LESSOR:
|
|
James H. Neal, trustee of the J. H. Neal Revocable Family Mineral Trust, dated the 23
rd
day of November, 2010
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 15, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 433 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Guinlyn Hampton Nash
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 20, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 872 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Joe Franklin Neal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 15, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 486 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Naomi Whitaker Irrevocable Trust, JP Morgan Chase Bank, N.A., Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 2, 2012
|
|
RECORDING:
|
|
Volume: 870 Page: 882 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Dorothy Sue Meriwether Atkins Loyd
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 28, 2012
|
|
RECORDING:
|
|
Volume: 867 Page: 102 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Keeney Upton Mineral Trust, W. Ellwood Keeney, Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 27, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 498 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
LuAlice Ann Dixon Hoffman
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 15, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 482 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Clara Jo Ratliff Huckaby
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 15, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 466 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Lee Hampton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 20, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 868 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Gail Atkins Parker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 28, 2012
|
|
RECORDING:
|
|
Volume: 867 Page: 126 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Fort Worth Royalty Company
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 1, 2012
|
|
RECORDING:
|
|
Volume: 870 Page: 864 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jerald Cecil Britton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 28, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 425 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Rebecca Britton as Trustee of the Joseph C. Britton Jr. Family Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 28, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 490 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Eileen J. Britton Bell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 28, 2012
|
|
RECORDING:
|
|
Volume: 872 Page: 101 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Richard D. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 28, 2012
|
|
RECORDING:
|
|
Volume: 867 Page: 146 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Myra June Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 28, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 478 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
George E. Atkins Jr. Living Trust dated 01-11-2001, George E. Atkins, Jr. and Genia Yvonne Atkins,
Co-Trustees
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 28, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 437 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Moore-Burrow, Ltd. and Worsham Family Limited Partnership, by Worsham-Burrow Properties LLC, as agent
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 9, 2013
|
|
RECORDING:
|
|
Volume: 893 Page: 312 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Watermark Royalty, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 22, 2013
|
|
RECORDING:
|
|
Volume: 896 Page: 19 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Happy State Bank, N. A., Trustee of the Martha Ann Cogdell Hospital Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 6, 2013
|
|
RECORDING:
|
|
Volume: 900 Page: 734 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Venable Royalty, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 19, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 159 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Estate of Elizabeth Sackett Crocker, deceased
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 27, 2013
|
|
RECORDING:
|
|
Volume: 902 Page: 461 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 18, Block 39, T-5-S, Upton County, Texas
|
Tract 7
– SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Elizabeth Smith Sleeper
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 20, 2012
|
|
RECORDING:
|
|
Volume: 874 Page: 250 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
BOKF, NA, successor in interest to Bank of Texas, N.A., as agent for Texas Wesleyan University
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 13, 2012
|
|
RECORDING:
|
|
Volume: 870 Page: 870 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
SB Resources, LLC
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 10, 2012
|
|
RECORDING:
|
|
Volume: 870 Page: 876 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James B. Ratliff, III
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 15, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 454 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
R. H. Venable Properties, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 1, 2012
|
|
RECORDING:
|
|
Volume: 879 Page: 731 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Helen Jean Britton Purselley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 19, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 445 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
C. E. Prince, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 11, 2012
|
|
RECORDING:
|
|
Volume: 873 Page: 393 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
John F. Prince
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 12, 2012
|
|
RECORDING:
|
|
Volume: 873 Page: 381 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Robert Pollard
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 14, 2012
|
|
RECORDING:
|
|
Volume: 874 Page: 246 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
N. S. Marrow Estate
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 5, 2012
|
|
RECORDING:
|
|
Volume: 886 Page: 649 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James H. Neal, trustee of the J. H. Neal Revocable Family Mineral Trust, dated the 23
rd
day of November, 2010
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 15, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 433 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Guinlyn Hampton Nash
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 20, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 872 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Joe Franklin Neal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 15, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 486 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Naomi Whitaker Irrevocable Trust, JP Morgan Chase Bank, N.A., Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 2, 2012
|
|
RECORDING:
|
|
Volume: 870 Page: 882 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Dorothy Sue Meriwether Atkins Loyd
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 14, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 462 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Keeney Upton Mineral Trust, W. Ellwood Keeney, Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 19, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 829 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
John T. Holmes
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 18, 2012
|
|
RECORDING:
|
|
Volume: 873 Page: 401 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
LuAlice Ann Dixon Hoffman
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 15, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 482 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Julie Holmes Hanson
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 18, 2012
|
|
RECORDING:
|
|
Volume: 877 Page: 566 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Clara Jo Ratliff Huckaby
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 15, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 466 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Lee Hampton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 20, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 868 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Gail Atkins Parker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 14, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 458 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Helen Prince Furlong
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 21, 2012
|
|
RECORDING:
|
|
Volume: 873 Page: 397 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Fort Worth Royalty Company
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 1, 2012
|
|
RECORDING:
|
|
Volume: 870 Page: 864 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jennifer Holmes Chandler
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 18, 2012
|
|
RECORDING:
|
|
Volume: 874 Page: 257 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
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LESSOR:
|
|
Jerald Cecil Britton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 19, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 429 of the Official Public Records of Upton County, Texas
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|
DESCRIPTION:
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SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Rebecca Britton as Trustee of the Joseph C. Britton Jr. Family Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 19, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 494 of the Official Public Records of Upton County, Texas
|
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DESCRIPTION:
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SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Eileen J. Britton Bell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 19, 2012
|
|
RECORDING:
|
|
Volume: 872 Page: 93 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Richard D. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 14, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 470 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Myra June Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 14, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 474 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
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SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
George E. Atkins Jr. Living Trust dated 01-11-2001, George E. Atkins, Jr. and Genia Yvonne Atkins,
Co-Trustees
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 14, 2012
|
|
RECORDING:
|
|
Volume: 868 Page: 441 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Sara Jacqueline Prince Anastaplo
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 11, 2012
|
|
RECORDING:
|
|
Volume: 879 Page: 719 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Moore-Burrow, Ltd. and Worsham Family Limited Partnership, by Worsham-Burrow Properties LLC, as agent
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 9, 2013
|
|
RECORDING:
|
|
Volume: 893 Page: 312 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Watermark Royalty, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 22, 2013
|
|
RECORDING:
|
|
Volume: 896 Page: 19 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Patricia Ann St. Clair
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2013
|
|
RECORDING:
|
|
Volume: 896 Page: 31 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Sammie Jo Burleson Lane
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2013
|
|
RECORDING:
|
|
Volume: 896 Page: 35 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Paul Davis, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 896 Page: 61 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jeremiah Luttrell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 27, 2013
|
|
RECORDING:
|
|
Volume: 896 Page: 65 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Benjamin C. Griffin
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 10, 2013
|
|
RECORDING:
|
|
Volume: 897 Page: 14 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
John Homer Rankin
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 2, 2013
|
|
RECORDING:
|
|
Volume: 897 Page: 18 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Broadway National Bank, Trustee of the RFM Mineral Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 22, 2013
|
|
RECORDING:
|
|
Volume: 899 Page: 443 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Happy State Bank, N. A., Trustee of the Martha Ann Cogdell Hospital Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 6, 2013
|
|
RECORDING:
|
|
Volume: 900 Page: 734 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Venable Royalty, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 19, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 159 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Estate of Elizabeth Sackett Crocker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 27, 2013
|
|
RECORDING:
|
|
Volume: 902 Page: 461 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 Section 22, Block 40, T-5-S, Upton County, Texas
|
Tract 8
– S/2 Section 14, Block 40, T-5-S, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Elizabeth Smith Sleeper
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 20, 2012
|
|
RECORDING:
|
|
Volume: 874 Page: 250 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
BOKF, NA, successor in interest to Bank of Texas, N.A., as agent for Texas Wesleyan University
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 13, 2012
|
|
RECORDING:
|
|
Volume: 870 Page: 870 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
SB Resources, LLC
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 10, 2012
|
|
RECORDING:
|
|
Volume: 870 Page: 876 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James B. Ratliff, III
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 5, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 813 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
R. H. Venable Properties, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 1, 2012
|
|
RECORDING:
|
|
Volume: 879 Page: 731 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Helen Jean Britton Purselley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 27, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 860 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
C. E. Prince, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 20, 2012
|
|
RECORDING:
|
|
Volume: 873 Page: 389 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
John F. Prince
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 20, 2012
|
|
RECORDING:
|
|
Volume: 873 Page: 385 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
N. S. Marrow Estate
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 5, 2012
|
|
RECORDING:
|
|
Volume: 886 Page: 649 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James H. Neal, trustee of the J. H. Neal Revocable Family Mineral Trust, dated the 23
rd
day of November, 2010
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 5, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 876 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Guinlyn Hampton Nash
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 20, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 872 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Joe Franklin Neal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 5, 2012
|
|
RECORDING:
|
|
Volume: 871 Page: 1 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Naomi Whitaker Irrevocable Trust, JP Morgan Chase Bank, N.A., Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 2, 2012
|
|
RECORDING:
|
|
Volume: 870 Page: 882 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Dorothy Sue Meriwether Atkins Loyd
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 27, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 837 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Keeney Upton Mineral Trust, W. Ellwood Keeney, Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 19, 2012
|
|
RECORDING:
|
|
Volume: 881 Page: 644 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
LuAlice Ann Dixon Hoffman
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 19, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 880 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Clara Jo Ratliff Huckaby
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 5, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 821 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Lee Hampton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 20, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 868 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Gail Atkins Parker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 27, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 841 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Helen Prince Furlong
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 21, 2012
|
|
RECORDING:
|
|
Volume: 873 Page: 397 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Fort Worth Royalty Company
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 1, 2012
|
|
RECORDING:
|
|
Volume: 870 Page: 864 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jerald Cecil Britton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 27, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 864 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Rebecca Britton as Trustee of the Joseph C. Britton Jr. Family Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 27, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 856 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Richard D. Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 27, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 833 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Myra June Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 27, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 825 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
George E. Atkins Jr. Living Trust dated 01-11-2001, George E. Atkins, Jr. and Genia Yvonne Atkins,
Co-Trustees
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 27, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 817 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Sara Jacqueline Prince Anastaplo
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 20, 2012
|
|
RECORDING:
|
|
Volume: 874 Page: 253 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Moore-Burrow, Ltd. and Worsham Family Limited Partnership, by Worsham-Burrow Properties LLC, as agent
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 9, 2013
|
|
RECORDING:
|
|
Volume: 893 Page: 312 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Watermark Royalty, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 22, 2013
|
|
RECORDING:
|
|
Volume: 896 Page: 19 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Eileen J. Britton Bell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 27, 2012
|
|
RECORDING:
|
|
Volume: 872 Page: 97 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Happy State Bank, N. A., Trustee of the Martha Ann Cogdell Hospital Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 6, 2013
|
|
RECORDING:
|
|
Volume: 900 Page: 734 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Venable Royalty, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 19, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 159 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Estate of Elizabeth Sackett Crocker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 27, 2013
|
|
RECORDING:
|
|
Volume: 902 Page: 461 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
S/2 Section 14, Block 40, T-5-S, Upton County, Texas
|
Tract 9
– West Half (W/2) of the Northwest Quarter (NW/4) of Section 41, Block 40, T&P RR.
Co. Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
City Bank Trust, as Trustee of the Sheila Marie Neugebauer Revocable Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 27, 2010
|
|
RECORDING:
|
|
Volume: 837 Page: 430 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/80 of the N/2 of Section 41, Block 40, T&P RR. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
City Bank Trust, as Trustee of the Shelby M. Neugebauer Revocable Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 27, 2010
|
|
RECORDING:
|
|
Volume: 837 Page: 428 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/80 of the N/2 of Section 41, Block 40, T&P RR. Co. Survey, Upton County, Texas
|
Tract 11 (Hogue 3111)
– Northwest Quarter (NW/4) of Section 31, Block 36, T-4-N, T&P RR Co. Survey,
Dawson County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Julie Rebecca Barron Terrell
|
|
LESSEE:
|
|
Drew Scott
|
|
LEASE DATE:
|
|
January 17, 2011
|
|
RECORDING:
|
|
Volume: 650 Page: 379 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 31, Block 36, T-4-N, T&P RR Co. Survey, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Kathy Lynn Heymann
|
|
LESSEE:
|
|
Drew Scott
|
|
LEASE DATE:
|
|
December 30, 2010
|
|
RECORDING:
|
|
Volume: 650 Page: 381 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 31, Block 36, T-4-N, T&P RR Co. Survey, Dawson County,
|
|
|
|
|
LESSOR:
|
|
Sammie Kay Caldwell Prather
|
|
LESSEE:
|
|
Drew Scott
|
|
LEASE DATE:
|
|
November 1, 2010
|
|
RECORDING:
|
|
Volume: 648 Page: 533 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 31, Block 36, T-4-N, T&P RR Co. Survey, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
James Caldwell, Attorney-In-Fact for Harold M. Caldwell
|
|
LESSEE:
|
|
Drew Scott
|
|
LEASE DATE:
|
|
November 1, 2010
|
|
RECORDING:
|
|
Volume: 648 Page: 531 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 31, Block 36, T-4-N, T&P RR Co. Survey, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Billie Caldwell Hughes
|
|
LESSEE:
|
|
Drew Scott
|
|
LEASE DATE:
|
|
November 1, 2010
|
|
RECORDING:
|
|
Volume: 645 Page: 121 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 31, Block 36, T-4-N, T&P RR Co. Survey, Dawson County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Sue Caldwell as Trustee of the Jim and Sue Caldwell Trust
|
|
LESSEE:
|
|
Drew Scott
|
|
LEASE DATE:
|
|
November 1, 2010
|
|
RECORDING:
|
|
Volume: 645 Page: 119 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 31, Block 36, T-4-N, T&P RR Co. Survey, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
American Realty Company
|
|
LESSEE:
|
|
Drew Scott
|
|
LEASE DATE:
|
|
August 2, 2010
|
|
RECORDING:
|
|
Volume: 641 Page: 305 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 31, Block 36, T-4-N, T&P RR Co. Survey, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Gerald Riggan
|
|
LESSEE:
|
|
Drew Scott
|
|
LEASE DATE:
|
|
July 16, 2010
|
|
RECORDING:
|
|
Volume: 641 Page: 309 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 31, Block 36, T-4-N, T&P RR Co. Survey, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Harold Riggan
|
|
LESSEE:
|
|
Drew Scott
|
|
LEASE DATE:
|
|
July 16, 2010
|
|
RECORDING:
|
|
Volume: 641 Page: 307 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 31, Block 36, T-4-N, T&P RR Co. Survey, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Elwood Freeman, Attorney-In-Fact for Irene Hogue, a widow
|
|
LESSEE:
|
|
Drew Scott
|
|
LEASE DATE:
|
|
July 2, 2010
|
|
RECORDING:
|
|
Volume: 638 Page: 109 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 31, Block 36, T-4-N, T&P RR Co. Survey, Dawson County, Texas
|
Tract 12
– Labor 12, League 262, Borden County School Land Survey, Dawson County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Aubrey Neil Beam
|
|
LESSEE:
|
|
Shepard R. Sites
|
|
LEASE DATE:
|
|
May 10, 2010
|
|
RECORDING:
|
|
Book: 636 Page: 638 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 12, League 262, Borden County School Land Survey, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Lynn S. Beam
|
|
LESSEE:
|
|
Shepard R. Sites
|
|
LEASE DATE:
|
|
May 10, 2010
|
|
RECORDING:
|
|
Book: 636 Page: 642 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 12, League 262, Borden County School Land Survey, Dawson County, Texas
|
|
|
|
|
|
LESSOR:
|
|
James P. Beam
|
|
LESSEE:
|
|
Shepard R. Sites
|
|
LEASE DATE:
|
|
May 10, 2010
|
|
RECORDING:
|
|
Book: 636 Page: 646 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 12, League 262, Borden County School Land Survey, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Kevin Ward
|
|
LESSEE:
|
|
Austen S. Campbell
|
|
LEASE DATE:
|
|
May 11, 2010
|
|
RECORDING:
|
|
Book: 636 Page: 650 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 12, League 262, Borden County School Land Survey, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Ernest Beam
|
|
LESSEE:
|
|
Austen C. Campbell
|
|
LEASE DATE:
|
|
May 10, 2010
|
|
RECORDING:
|
|
Book: 636 Page: 654 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 12, League 262, Borden County School Land Survey, Dawson County, Texas
|
Tract 13 –
Labor 19, League 272, Borden County School Land Survey, Dawson County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Judy Townsend
|
|
LESSEE:
|
|
Shepard R. Sites
|
|
LEASE DATE:
|
|
May 17, 2010
|
|
RECORDING:
|
|
Book: 636 Page: 630 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 19, League 262, Borden County School Land Survey, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Donna Burks
|
|
LESSEE:
|
|
Shepard R. Sites
|
|
LEASE DATE:
|
|
May 17, 2010
|
|
RECORDING:
|
|
Book: 636 Page: 632 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 19, League 262, Borden County School Land Survey, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Michael W. Kirsch
|
|
LESSEE:
|
|
Shepard R. Sites
|
|
LEASE DATE:
|
|
May 17, 2010
|
|
RECORDING:
|
|
Book: 636 Page: 634 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 19, League 262, Borden County School Land Survey, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Nancy Swafford
|
|
LESSEE:
|
|
Austen S. Campbell
|
|
LEASE DATE:
|
|
May 11, 2010
|
|
RECORDING:
|
|
Book: 636 Page: 636 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 19, League 262, Borden County School Land Survey, Dawson County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Nellie Turnbow Lishman 4, a Texas Partnership
|
|
LESSEE:
|
|
Shepard R. Sites
|
|
LEASE DATE:
|
|
May 23, 2010
|
|
RECORDING:
|
|
Book: 637 Page: 226 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
All of Labor 19, League 262, Borden County School Land Survey, Dawson County, Texas
|
JV PROPERTIES
Tract 1
– Southwest Quarter (SW/4) and Northeast Quarter (NE/4) of Section 25, Block B, CCSD &RGNG Ry. Co. Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
W. R. Morgan and Prebble Durham Morgan, husband and wife
|
|
LESSEE:
|
|
D. E. Billings, Trustee
|
|
LEASE DATE:
|
|
January 14, 1974
|
|
RECORDING:
|
|
Volume: 418 Page: 194 of the OGL Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 and NE/4 of Section 25, Block B, CCSD &RGNG Ry. Co. Survey, Upton County, Texas
|
Tract 2
– Northeast Quarter (NE/4) of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and
Midland Counties, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Kenneth H. Gray
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 2, 2012
|
|
RECORDING:
|
|
Document# 2012-8619 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Royalty Clearinghouse, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 12, 2012
|
|
RECORDING:
|
|
Document# 2012-1234 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Tracy Lee Clary Monney
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 10, 2012
|
|
RECORDING:
|
|
Document# 2012-3219 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Michael Hugh Clary
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 10, 2012
|
|
RECORDING:
|
|
Document# 2012-2685 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
|
|
|
|
|
|
LESSOR:
|
|
Reeves Family Properties, LP
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
November 16, 2011
|
|
RECORDING:
|
|
Document# 2011-24037 of the Official Public Records of Midland County, Texas
|
|
|
|
Volume: 323 Page: 156 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Robert Earl Ferguson
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 19, 2010
|
|
RECORDING:
|
|
Document# 2010-7714 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Vivien Middleton Buckner
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 9, 2010
|
|
RECORDING:
|
|
Document# 2010-7716 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
|
|
|
|
|
LESSOR:
|
|
James W. Owens
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 19, 2010
|
|
RECORDING:
|
|
Document# 2010-7715 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Dawn Allison
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 26, 2010
|
|
RECORDING:
|
|
Document# 2010-9488 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Landon Burchell, Independent Executor of the Zula McCrary Estate
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 10, 2010
|
|
RECORDING:
|
|
Document# 2010-12872 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
|
|
|
|
|
LESSOR:
|
|
R. C. Kimball, Independent Executor of the Estate of Nellie Bess Kimball
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 19, 2010
|
|
RECORDING:
|
|
Document# 2010-7719 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Malcolm Beal McLean, sole heir of Susie Beal McLean
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 2, 2010
|
|
RECORDING:
|
|
Document# 2010-7720 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
|
|
|
|
|
|
LESSOR:
|
|
Wells Fargo Bank, N.A., Trustee (15113400)
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 24, 2010
|
|
RECORDING:
|
|
Document# 2010-7718 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Oscar a. Bourg, Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 10, 2010
|
|
RECORDING:
|
|
Document# 2010-10519 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Ragan Petroleum, Inc.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 21, 2010
|
|
RECORDING:
|
|
Document# 2010-12873 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Robert H. Beal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 6, 2010
|
|
RECORDING:
|
|
Document# 2010-12871 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Patrick Ward Beal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 6, 2010
|
|
RECORDING:
|
|
Document# 2010-18119 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Harry Wheeldon Middleton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 9, 2010
|
|
RECORDING:
|
|
Document# 2010-7717 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Ronald T. Beal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 3, 2011
|
|
RECORDING:
|
|
Document# 2011-24823 of the Official Public Records of Midland County, Texas
|
|
|
|
Volume: 324 Page: 613 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Dudley Beal
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
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LEASE DATE:
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December 3, 2011
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RECORDING:
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Document# 2011-24822 of the Official Public Records of Midland County, Texas
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Volume: 324 Page: 616 of the Official Public Records of Martin County, Texas
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DESCRIPTION:
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NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
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LESSOR:
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Continental National Bank of Fort Worth, Successor Trustee u/w/o Helen Snyder Owens
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LESSEE:
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John C. Snyder, Inc.
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LEASE DATE:
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March 26, 1974
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RECORDING:
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Volume: 582 Page: 455 of the Official Public Records of Midland County, Texas
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DESCRIPTION:
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NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
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LESSOR:
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H. C. Beal
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LESSEE:
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John C. Snyder, Inc.
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LEASE DATE:
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March 21, 1974
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RECORDING:
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Volume: 580 Page: 793 of the Official Public Records of Midland County, Texas
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DESCRIPTION:
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NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
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LESSOR:
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Ralph Elwood Beal, Jr.
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LESSEE:
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C. Clyde Hamblin
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LEASE DATE:
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January 15, 1974
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RECORDING:
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Volume: 577 Page: 734 of the Official Public Records of Midland County, Texas
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DESCRIPTION:
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NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
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LESSOR:
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Betty Jo Beal Smith
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LESSEE:
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John C. Snyder, Inc.
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LEASE DATE:
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March 21, 1974
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RECORDING:
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Volume: 580 Page: 784 of the Official Public Records of Midland County, Texas
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DESCRIPTION:
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NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
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LESSOR:
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Frances Ann Scroggie
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LESSEE:
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John C. Snyder, Inc.
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LEASE DATE:
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March 21, 1974
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RECORDING:
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Volume: 580 Page: 790 of the Official Public Records of Midland County, Texas
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DESCRIPTION:
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NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
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LESSOR:
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Mary Louise Snyder Chesnutt
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LESSEE:
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John C. Snyder, Inc.
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LEASE DATE:
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March 21, 1974
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RECORDING:
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Volume: 580 Page: 787 of the Official Public Records of Midland County, Texas
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DESCRIPTION:
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NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
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LESSOR:
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Pat W. Beal
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LESSEE:
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C. Clyde Hamblin
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LEASE DATE:
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May 24, 1974
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RECORDING:
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Volume: 583 Page: 189 of the Official Public Records of Midland County, Texas
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DESCRIPTION:
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NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
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LESSOR:
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Ralph Willis Beal
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LESSEE:
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C. Clyde Hamblin
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LEASE DATE:
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January 15, 1974
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RECORDING:
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Volume: 577 Page: 732 of the Official Public Records of Midland County, Texas
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DESCRIPTION:
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NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
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LESSOR:
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Robert H. Beal
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LESSEE:
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C. Clyde Hamblin
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LEASE DATE:
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January 15, 1974
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RECORDING:
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Volume: 583 Page: 187 of the Official Public Records of Midland County, Texas
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DESCRIPTION:
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NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
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LESSOR:
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Nellie Bess Kimball and husband Willard C. Kimball
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LESSEE:
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C. Clyde Hamblin
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LEASE DATE:
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January 15, 1974
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RECORDING:
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Volume: 577 Page: 730 of the Official Public Records of Midland County, Texas
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DESCRIPTION:
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NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
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LESSOR:
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Susie Beal McLean
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LESSEE:
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C. Clyde Hamblin
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LEASE DATE:
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January 15, 1974
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RECORDING:
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Volume: 577 Page: 728 of the Official Public Records of Midland County, Texas
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DESCRIPTION:
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NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
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LESSOR:
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Herbert E. Marsh, Jr. guardian of the Estate of John David Slauter
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LESSEE:
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C. Clyde Hamblin
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LEASE DATE:
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January 15, 1974
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RECORDING:
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Volume: 583 Page: 191 of the Official Public Records of Midland County, Texas
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DESCRIPTION:
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NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
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LESSOR:
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James W. Owens
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LESSEE:
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C. Clyde Hamblin
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LEASE DATE:
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January 15, 1974
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RECORDING:
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Volume: 583 Page: 185 of the Official Public Records of Midland County, Texas
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DESCRIPTION:
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NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
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LESSOR:
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J. O. McCrary
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LESSEE:
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C. Clyde Hamblin
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LEASE DATE:
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January 15, 1974
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RECORDING:
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Volume: 577 Page: 726 of the Official Public Records of Midland County, Texas
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DESCRIPTION:
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NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
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LESSOR:
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Jack E. Blake and wife Carol Jo Blake
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LESSEE:
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C. Clyde Hamblin
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LEASE DATE:
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February 14, 1974
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RECORDING:
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Volume: 577 Page: 724 of the Official Public Records of Midland County, Texas
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DESCRIPTION:
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NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
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LESSOR:
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Marie Eugenie Bourg, a widow individually and Marie Eugenie McKnight and George T. Conly, Independent Co-Executors of the Estate of Oscar Bourg, deceased
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LESSEE:
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C. Clyde Hamblin
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LEASE DATE:
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February 14, 1974
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RECORDING:
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Volume: 577 Page: 720 of the Official Public Records of Midland County, Texas
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DESCRIPTION:
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NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
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LESSOR:
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Louise w. Middleton, a widow; Harry Wheeldon Middleton and wife, Janet Middleton; Vivien Middleton Buckner and husband Charles Buckner
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LESSEE:
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C. Clyde Hamblin
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LEASE DATE:
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February 14, 1974
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RECORDING:
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Volume: 577 Page: 722 of the Official Public Records of Midland County, Texas
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DESCRIPTION:
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NE/4 of Section 26, Block 37, T-1-S, T&P Ry. Co. Survey, Martin and Midland Counties, Texas
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Tract 3
– East Half (E/2) of Section 1, Block 38, T-3-N, T&P Ry. Co. Survey, Midland County, Texas
Leases:
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LESSOR:
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G. N. Donovan and wife Eual Donovan
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LESSEE:
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Paul L. Davis
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LEASE DATE:
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February 9, 1956
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RECORDING:
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Volume: 247 Page: 360 of the Official Public Records of Midland County, Texas
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DESCRIPTION:
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E/2 of Section 1, Block 38, T-3-N, T&P Ry. Co. Survey, Midland County, Texas
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Tract 4
– South Half (S/2) of the South Half (S/2) of Section 12, Block 39, T-2-S, T&P Ry. Co.
Survey, Midland County, Texas
Leases:
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LESSOR:
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Frank W. Satterfield and wife Grace Satterfield and Reid McClellan
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LESSEE:
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Howard W. Parker and Joe M. Parsley
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LEASE DATE:
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April 8, 1980
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RECORDING:
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Volume: 685 Page: 194 of the Deed Records of Midland County, Texas
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DESCRIPTION:
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S/2 of the SE/4 of Section 12, Block 39, T-2-S, T&P Ry. Co. Survey, Midland County, Texas
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LESSOR:
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Jesse R. Lopez and wife, Norma G. Lopez
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LESSEE:
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Howard W. Parker and Joe M. Parsley
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LEASE DATE:
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April 8, 1980
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RECORDING:
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Volume: 688 Page: 268 of the Deed Records of Midland County, Texas
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DESCRIPTION:
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S/2 of the SE/4 of Section 12, Block 39, T-2-S, T&P Ry. Co. Survey, Midland County, Texas
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LESSOR:
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C. B. Reese and wife Era K. Reese
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LESSEE:
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Howard W. Parker and Joe M. Parsley
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LEASE DATE:
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April 8, 1980
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RECORDING:
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Volume: 685 Page: 196 of the Deed Records of Midland County, Texas
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DESCRIPTION:
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S/2 of the SW/4 of Section 12, Block 39, T-2-S, T&P Ry. Co. Survey, Midland County, Texas
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Tract 5
– East Half (E/2) of the South 256 acres of the South Half (S/2) of Section 25, Block 38,
T-1-S, T&P Ry. Co. Survey, Midland County, Texas
Leases:
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LESSOR:
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Hyder Joseph Brown, Jr. and Rosalie Brown McCormick Cumbie
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LESSEE:
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Howard W. Parker and Joe M. Parsley
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LEASE DATE:
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August 2, 1979
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RECORDING:
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Volume: 665 Page: 78 of the Deed Records of Midland County, Texas
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DESCRIPTION:
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E/2 of the S/256 acres of the S/2 of Section 25, Block 38, T-1-S, T&P Ry. Co. Survey, Midland County, Texas
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LESSOR:
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Rosalie Brown McCormick Cumbiel; Stanley E. McCormick; Patrick Lee McCormick
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LESSEE:
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Momentum Energy, LLC
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LEASE DATE:
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April 23, 2004
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RECORDING:
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Volume: 2360 Page: 355 of the Official Public Records of Midland County, Texas
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DESCRIPTION:
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E/2 of the S/256 acres of the S/2 of Section 25, Block 38, T-1-S, T&P Ry. Co. Survey, Midland County, Texas
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LESSOR:
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Rosalie Brown McCormick Cumbiel; Stanley E. McCormick; Patrick Lee McCormick
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
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|
March 1, 2011
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RECORDING:
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Document# 2011-5694 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
E/2 of the S/256 acres of the S/2 of Section 25, Block 38, T-1-S, T&P Ry. Co. Survey, Midland County, Texas
|
Tract 6
– Southwest Quarter (SW/4) of Section 4, Block 38, T-1-N, T&P Ry. Co. Survey, Martin
County, Texas
Leases:
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LESSOR:
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Doyle L. Hale and wife, Clairese Modelle Hale
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LESSEE:
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Howard W. Parker and Joe M. Parsley
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LEASE DATE:
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|
March 3, 1980
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|
RECORDING:
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|
Volume: 194 Page: 156 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
SW/4 of Section 4, Block 38, T-1-N, T&P Ry. Co. Survey, Martin County, Texas
|
Tract 7
– Southwest Quarter (SW/4) of Section 30, Block 37, T-1-S, T&P Ry. Co. Survey,
Midland County, Texas
Leases:
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LESSOR:
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Burris C. Jackson and wife, Frances Jackson
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LESSEE:
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Phillips Petroleum Company
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LEASE DATE:
|
|
April 19, 1956
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|
RECORDING:
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|
Volume: 257 Page: 344 of the Deed Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
SW/4 of Section 30, Block 37, T-1-S, T&P Ry. Co. Survey, Midland County, Texas
|
Tract 7
– North Half (N/2) of Section 12, Block 37, T-1-S, T&P Ry. Co. Survey, Martin County, Texas
Leases:
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LESSOR:
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|
Arizona Powell, a widow; George A. Powell and A. C. Powell, Individually and as Independent Executors of the Estate of W. T. Powell, deceased
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LESSEE:
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Howard W. Parker and Joe M. Parsley
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LEASE DATE:
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|
February 3, 1978
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|
RECORDING:
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Volume: 181 Page: 165 of the Deed Records of Martin County, Texas
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DESCRIPTION:
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N/2 of Section 12, Block 37, T-1-S, T&P Ry. Co. Survey, Martin County, Texas
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LESSOR:
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Mayer H. Halff
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LESSEE:
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Howard W. Parker and Joe M. Parsley
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LEASE DATE:
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February 27, 1978
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RECORDING:
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|
Volume: 181 Page: 191 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
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N/2 of Section 12, Block 37, T-1-S, T&P Ry. Co. Survey, Martin County, Texas
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LESSOR:
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Ward S. Merrick, Jr. and Elizabeth Merrick Coe, Trustees under that certain Irrevocable Trust agreement dated October 1, 1954
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LESSEE:
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Howard W. Parker and Joe M. Parsley
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LEASE DATE:
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|
August 29, 1978
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|
RECORDING:
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|
Volume: 181 Page: 219 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 12, Block 37, T-1-S, T&P Ry. Co. Survey, Martin County, Texas
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LESSOR:
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The First National Bank of Fort Worth, Trustee U/A for Charles J. Hoffman
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LESSEE:
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Dan V. Rodgers
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|
LEASE DATE:
|
|
August 28, 1978
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|
RECORDING:
|
|
Volume: 181 Page: 197 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 12, Block 37, T-1-S, T&P Ry. Co. Survey, Martin County, Texas
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LESSOR:
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|
Leo S. Cade and wife, Virginia Cade
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LESSEE:
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Howard W. Parker and Joe M. Parsley
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|
LEASE DATE:
|
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February 3, 1978
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|
RECORDING:
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|
Volume: 181 Page: 187 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 12, Block 37, T-1-S, T&P Ry. Co. Survey, Martin County, Texas
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LESSOR:
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Mary Waugh
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LESSEE:
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|
Howard W. Parker and Joe M. Parsley
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|
LEASE DATE:
|
|
February 27, 1978
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|
RECORDING:
|
|
Volume: 181 Page: 213 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 12, Block 37, T-1-S, T&P Ry. Co. Survey, Martin County, Texas
|
|
|
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LESSOR:
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|
Helen McCaughey
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|
LESSEE:
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|
Howard W. Parker and Joe M. Parsley
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|
LEASE DATE:
|
|
February 27, 1978
|
|
RECORDING:
|
|
Volume: 181 Page: 189 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 12, Block 37, T-1-S, T&P Ry. Co. Survey, Martin County, Texas
|
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|
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LESSOR:
|
|
Boston W. Smith
|
|
LESSEE:
|
|
Dan V. Rodgers
|
|
LEASE DATE:
|
|
July 7, 1978
|
|
RECORDING:
|
|
Volume: 181 Page: 215 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 12, Block 37, T-1-S, T&P Ry. Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
James H. Holden
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
August 15, 1978
|
|
RECORDING:
|
|
Volume: 181 Page: 211 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 12, Block 37, T-1-S, T&P Ry. Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Frank Kling and wife, Consuelo A. Kling
|
|
LESSEE:
|
|
Dan V. Rodgers
|
|
LEASE DATE:
|
|
May 25, 1978
|
|
RECORDING:
|
|
Volume: 181 Page: 203 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 12, Block 37, T-1-S, T&P Ry. Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Alan L. Corey, Jr. and wife, Patricia G. Corey
|
|
LESSEE:
|
|
Dan V. Rodgers
|
|
LEASE DATE:
|
|
May 25, 1978
|
|
RECORDING:
|
|
Volume: 181 Page: 207 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 12, Block 37, T-1-S, T&P Ry. Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Frederick H. Gillmore and wife, Carolyn C. Gillmore
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
March 27, 1978
|
|
RECORDING:
|
|
Volume: 181 Page: 185 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 12, Block 37, T-1-S, T&P Ry. Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Phillip H. Halff, Trustee of the Phillip H. Halff Trust under the M. H. Halff Family Trust Agreement dated December 31, 1990
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 1, 2011
|
|
RECORDING:
|
|
Volume: 306 Page: 407 of the Official Public Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 12, Block 37, T-1-S, T&P Ry. Co. Survey, Martin County, Texas
|
|
|
|
|
LESSOR:
|
|
Sandra H. Etheridge, Trustee of the Sandra H. Etheridge Trust under the M. H. Halff Family Trust Agreement dated December 31, 1990, et al
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 10, 2011
|
|
RECORDING:
|
|
Volume: 311 Page: 783 of the Deed Records of Martin County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 12, Block 37, T-1-S, T&P Ry. Co. Survey, Martin County, Texas
|
Tract 7
– South 80 acres of Fractional Survey #1, B. F. Wolcott Grantee, Midland County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Bentley King and wife, Georgia King
|
|
LESSEE:
|
|
Ed Vogler
|
|
LEASE DATE:
|
|
October 10, 1979
|
|
RECORDING:
|
|
Volume: 670 Page: 117 of the Deed Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
South 80 acres of Fractional Survey #1, B. F. Wolcott Grantee, Midland County, Texas
|
|
|
|
|
LESSOR:
|
|
Leslie King and wife, Betty Kay King
|
|
LESSEE:
|
|
Ed Vogler
|
|
LEASE DATE:
|
|
October 10, 1979
|
|
RECORDING:
|
|
Volume: 671 Page: 107 of the Deed Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
South 80 acres of Fractional Survey #1, B. F. Wolcott Grantee, Midland County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Dee Hanks, a widow
|
|
LESSEE:
|
|
Ed Vogler
|
|
LEASE DATE:
|
|
October 10, 1979
|
|
RECORDING:
|
|
Volume: 671 Page: 105 of the Deed Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
South 80 acres of Fractional Survey #1, B. F. Wolcott Grantee, Midland County, Texas
|
Tract 8
– East Half (E/2) of Section 45, Block 37, T-1-S, T&P Ry. Co. Survey, Midland County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
W. T. Bryant and his wife, Esie Bryant
|
|
LESSEE:
|
|
The Texas Company
|
|
LEASE DATE:
|
|
January 15, 1959
|
|
RECORDING:
|
|
Volume: 310 Page: 379 of the Deed Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
E/2 of Section 45, Block 37, T-1-S, T&P Ry. Co. Survey, Midland County, Texas
|
Tract 9
– Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
LMAM Partnership Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 21, 2010
|
|
RECORDING:
|
|
Volume: 900 Page: 688, Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
William C. Peterman
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
October 9, 1963
|
|
RECORDING:
|
|
Volume: Unknown Page: Unknown of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Samuel E. Friedman, executor of the Estate of Bernard M. Broudy
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
September 18, 1963
|
|
RECORDING:
|
|
Volume: Unknown Page: Unknown of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Josephine H. Graf and Husband Bruno K. Graf et al
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
June 1, 1964
|
|
RECORDING:
|
|
Volume: 345 Page: 364 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Marion Russell, a widow, individually and as Independent Executrix of the Will of Henry Russell, deceased
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
February 20, 1964
|
|
RECORDING:
|
|
Volume: 345 Page: 62 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
The First National Bank of Midland, Texas, Trustee
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
May 18, 1964
|
|
RECORDING:
|
|
Volume: 344 Page: 485 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Eleanor Connell Hopkins, a widow
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
April 28, 1964
|
|
RECORDING:
|
|
Volume: 344 Page: 488 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Corinne Cowden, a widow
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
April 28, 1964
|
|
RECORDING:
|
|
Volume: 344 Page: 490 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
W. N. Connell
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
April 28, 1964
|
|
RECORDING:
|
|
Volume: 344 Page: 492 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
A. M. Perkins and husband, John Perkins
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
April 10, 1964
|
|
RECORDING:
|
|
Volume: 344 Page: 494 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
The Midland National Bank, Trustee
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
March 12, 1964
|
|
RECORDING:
|
|
Volume: 344 Page: 496 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
L. H. Tyson
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
April 22, 1964
|
|
RECORDING:
|
|
Volume: 344 Page: 499 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
W. E. Kreps
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
April 27, 1964
|
|
RECORDING:
|
|
Volume: 345 Page: 1 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
The Missionary Society of the Oblate Fathers of Texas
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
September 18, 1964
|
|
RECORDING:
|
|
Volume: 345 Page: 3 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Mrs. Marion M. Russell
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
February 20, 1964
|
|
RECORDING:
|
|
Volume: 345 Page: 5 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
William Wolf
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
March 2, 1964
|
|
RECORDING:
|
|
Volume: 345 Page: 9 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Stephen F. Preslar
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
March 2, 1964
|
|
RECORDING:
|
|
Volume: 345 Page: 11 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Glenn Myers, Trustee for Marylane Myers Anderson, and individually
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
May 26, 1964
|
|
RECORDING:
|
|
Volume: 345 Page: 15 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Phillip Maverick
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
May 8, 1964
|
|
RECORDING:
|
|
Volume: 345 Page: 18 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Texsylvania Mineral Corporation
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
August 12, 1964
|
|
RECORDING:
|
|
Volume: 345 Page: 20 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
M. E. Singleton, Jr.
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
August 15, 1964
|
|
RECORDING:
|
|
Volume: 345 Page: 22 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
C. E. Marsh, II, and John J. Redfern, Jr., Individually and as Attorney-In-Fact for Frank J. Redfern
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
April 24, 1964
|
|
RECORDING:
|
|
Volume: 345 Page: 24 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
J. H. Herd
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
April 21, 1964
|
|
RECORDING:
|
|
Volume: 345 Page: 27 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Emil Mosbacher, Jr.
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
May 11, 1964
|
|
RECORDING:
|
|
Volume: 345 Page: 29 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Humble Oil & Refining Company
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
January 27, 1964
|
|
RECORDING:
|
|
Volume: 345 Page: 33 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
North Central Oil Corporation
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
August 9, 1964
|
|
RECORDING:
|
|
Volume: 345 Page: 31 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Haraden Pratt
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
April 25, 1964
|
|
RECORDING:
|
|
Volume: 345 Page: 13 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
William Wolf
|
|
LESSEE:
|
|
Howard W. Parker and Joe M. Parsley
|
|
LEASE DATE:
|
|
March 2, 1964
|
|
RECORDING:
|
|
Volume: 345 Page: 7 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Bernard M. Broudy
|
|
LESSEE:
|
|
W. M. Holland
|
|
LEASE DATE:
|
|
February 14, 1948
|
|
RECORDING:
|
|
Volume: 82 Page: 380 of the Deed Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 36, Block 39, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
NON-OP ACREAGE
Wolfbone Prospect – Arabella Petroleum Company, LLC
Tract 1
– East Half (E/2) of Section 24, Block C-8 Public School Land Survey, Reeves County, Texas
Tract 2
– Middle 320 acres of Section 140, Block 13 H&GN RR Co. Survey, Reeves County, Texas
Tract 3
– Southeast Quarter (SE/4) of Section 180, Block 13 H&GN RR Co. Survey, Reeves County, Texas
Tract 4
– Northeast Quarter (NE/4) of Section 180, Block 13 H&GN RR Co. Survey, Reeves County, Texas
Tract 5
– West Half (W/2) of Section 103 and East half (E/2) of Section 138, Block 1, H&TC RR Co. Survey, Reeves County, Texas
Callan Prospect – Callan Operating Company, LLC
Tract 1
– Being a tract of lands, 470.3 acres, more or less, situated in the W.F. North Survey No. 114, Abstract No. 1014; in the
B.S.&F. Survey No. 113, Abstract No. 133; in the B.S.&F. Survey No. 115, Abstract No. 134; in the J.F. Yoho Survey No. 116, Abstract No. 939; and in the Henry McFadden Survey No. 8, Abstract No. 1010;
all in Menard County, Texas; and being more particularly described in that certain Deed dated June 1, 1978, from Dudley P. Andrews, Trustee, and Dudley P. Andrews, individually and recorded in Volume 98 at Page 27 of the Deed records of Menard
County, Texas
Tract 2
– Being a tract of lands, 442 acres, more or less, situated in the W.F. North Survey
No. 20, Abstract No. 1013; in the W.F. North Survey No. 114, Abstract No. 1014; in the J.F. Yoho Survey No. 116, Abstract No. 939; in the W.F. North Survey No. 116, Abstract No. 1012; in the W.F. North Survey
No. 8, Abstract 1011; all in Menard County, Texas; and being more particularly described in that certain Deed dated June 1, 1978, from Dudley P. Andrews, Trustee, and Raydell Klett and recorded in Volume 98 at Page 24 of the Deed records
of Menard County, Texas
Charlie Prospect – Five Stones Energy
Tract 1
– Northeast Quarter (NE/4) of Section 48, Block 35, Township 4 South, T&P RR Co. Survey, Glasscock County, Texas
Thomas Prospect – Three Rivers Operating
Tract
1
– Southeast Quarter (SE/4) of Section 15, Abstract 182, Block 336, Township 3 North, T&P RR Co. Survey, Martin County, Texas
Buckwheat Prospect – Concho Oil & Gas
Tract 1
– Section 32, Abstract 328, Section 33, Abstract 328, and Section 48, Abstract 949, Block 6, H&TC RR Co. Survey, Irion
County, Texas
Fairview Prospect – Partee Drilling, Inc.
Tract 1
– Section 36, Section 37, West half (W/2) of Section 38, East half (E/2) and Northeast Quarter of Section 48, Block 33,
Township 2 North, T&P RR Co. Survey, Howard County, Texas
Undeveloped Acreage
Big Wheel
Tract 1
– All of the North Half
(N/2) of Labor 20, League 261, Borden County School Lands, Dawson County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Sherry Bailey
|
|
LESSEE:
|
|
Roden Oil Company
|
|
LEASE DATE:
|
|
December 22, 2009
|
|
RECORDING:
|
|
Volume: 631 Page: 418 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
All of the North-half (N/2) of Labor 20, League 261, Borden County School Lands, Dawson County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Lealand Hubert Boydston
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 1, 2012
|
|
RECORDING:
|
|
Volume: 699 Page: 483 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
All of the North-half (N/2) of Labor 20, League 261, Borden County School Lands, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Margaret Blackwood
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 1, 2012
|
|
RECORDING:
|
|
Volume: 699 Page: 447 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
All of the North-half (N/2) of Labor 20, League 261, Borden County School Lands, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
M. M. Brown Family Properties, LLC
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 1, 2012
|
|
RECORDING:
|
|
Volume: 699 Page: 453 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
All of the North-half (N/2) of Labor 20, League 261, Borden County School Lands, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Larry Latson
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 1, 2012
|
|
RECORDING:
|
|
Volume: 699 Page: 459 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
All of the North-half (N/2) of Labor 20, League 261, Borden County School Lands, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Rhama Maxwell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 1, 2012
|
|
RECORDING:
|
|
Volume: 699 Page: 465 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
All of the North-half (N/2) of Labor 20, League 261, Borden County School Lands, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Reta Becker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 1, 2012
|
|
RECORDING:
|
|
Volume: 699 Page: 471 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
All of the North-half (N/2) of Labor 20, League 261, Borden County School Lands, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Linda Strickland
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 1, 2012
|
|
RECORDING:
|
|
Volume: 699 Page: 477 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
All of the North-half (N/2) of Labor 20, League 261, Borden County School Lands, Dawson County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Dale Brown
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 1, 2012
|
|
RECORDING:
|
|
Volume: 699 Page: 489 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
All of the North-half (N/2) of Labor 20, League 261, Borden County School Lands, Dawson County, Texas
|
Tract 2
– South Half (S/2) Labor 6, League 268, Moore County School Land, Dawson County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Jack Estes
|
|
LESSEE:
|
|
MAK-J Energy Partners (Texas) Ltd.
|
|
LEASE DATE:
|
|
March 28, 2011
|
|
RECORDING:
|
|
Volume: 663 Page: 601 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
S/2 Labor 6, League 268, Moore County School Land, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
James C. Brown, Trustee
|
|
LESSEE:
|
|
MAK-J Energy Partners (Texas) Ltd.
|
|
LEASE DATE:
|
|
March 29, 2011
|
|
RECORDING:
|
|
Volume: 655 Page: 675 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
S/2 Labor 6, League 268, Moore County School Land, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Donnell Echols and Sharla Echols, wife of Donnell Echols
|
|
LESSEE:
|
|
MAK-J Energy Partners (Texas) Ltd.
|
|
LEASE DATE:
|
|
March 24, 2011
|
|
RECORDING:
|
|
Volume: 655 Page: 691 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
S/2 Labor 6, League 268, Moore County School Land, Dawson County, Texas
|
|
|
|
|
LESSOR:
|
|
Gloria Echols Johnson and Robert Lee Johnson, husband of Gloria Echols Johnson
|
|
LESSEE:
|
|
MAK-J Energy Partners (Texas) Ltd.
|
|
LEASE DATE:
|
|
March 24, 2011
|
|
RECORDING:
|
|
Volume: 655 Page: 691 of the Official Public Records of Dawson County, Texas
|
|
DESCRIPTION:
|
|
S/2 Labor 6, League 268, Moore County School Land, Dawson County, Texas
|
Tract 3
– Northwest Quarter (NW/4) Section 7, Block 36, T-4-N, T&P RR Co. Survey, Dawson County,
Texas
Jingle Bells
Tract 1
–
Section 2, Block 39, T-5-S, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Happy State Bank N. A., Trustee for the Martha Ann Cogdell Hospital Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 6, 2013
|
|
RECORDING:
|
|
Volume: 900 Page: 74 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 2, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Keeney Upton Mineral Trust, W. Ellwood Keeney, Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 19, 2012
|
|
RECORDING:
|
|
Volume: 866 Page: 169 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 2, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Myra June Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 19, 2012
|
|
RECORDING:
|
|
Volume: 866 Page: 153 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 2, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
George E. Atkins, Jr. Living Trust dated 1-11-2011, George E. Atkins, Jr. and Genia Yvonne Atkins, Co-Trustees
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 19, 2012
|
|
RECORDING:
|
|
Volume: 866 Page: 157 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 2, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Dorothy Sue Meriwether Atkins Loyd
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 19, 2012
|
|
RECORDING:
|
|
Volume: 867 Page: 130 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 2, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Gail Atkins Hamilton Parker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 19, 2012
|
|
RECORDING:
|
|
Volume: 866 Page: 149 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 2, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Richard Dale Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 19, 2012
|
|
RECORDING:
|
|
Volume: 867 Page: 142 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 2, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Royalty Clearinghouse Partnership
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 20, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 845 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 2, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
LuAlice Ann Dixon Hoffman
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 13, 2012
|
|
RECORDING:
|
|
Volume: 867 Page: 114 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 2, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
SB Resources, LLC
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 10, 2012
|
|
RECORDING:
|
|
Volume: 870 Page: 876 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 2, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Elizabeth Smith Sleeper
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 20, 2012
|
|
RECORDING:
|
|
Volume: 874 Page: 250 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 2, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Naomi Whitaker Irrevocable Trust, JPMorgan Chase Bank, N.A., Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 2, 2012
|
|
RECORDING:
|
|
Volume: 870 Page: 882 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 2, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Lee Hampton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 20, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 868 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 2, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Guinlyn Hampton Nash
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 20, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 872 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 2, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
N. S. Marrow Estate
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 5, 2012
|
|
RECORDING:
|
|
Volume: 886 Page: 649 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 2, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Jerald C. Britton
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 30, 2012
|
|
RECORDING:
|
|
Volume: 867 Page: 90 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 2, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Eileen J. Britton Bell
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 30, 2012
|
|
RECORDING:
|
|
Volume: 867 Page: 98 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 2, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Helen Jean Britton Purselley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
January 30, 2012
|
|
RECORDING:
|
|
Volume: 866 Page: 173 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 2, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
BOKF, NA, successor in interest to Bank of Texas, N.A., as Agent for Texas Wesleyan University
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 29, 2012
|
|
RECORDING:
|
|
Volume: 869 Page: 850 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 2, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Moore-Burrow, Ltd. And Worsham Family Limited Partnership, by Worsham- Burrow Properties LLC, Agent
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 9, 2013
|
|
RECORDING:
|
|
Volume: 893 Page: 312 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
Section 2, Block 39, T-5-S, Upton County, Texas
|
Tract 2
– North Half (N/2) and Southeast Quarter (SE/4) of Section 25, Block 39, T-5-S, Upton
County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Phillip Hillhouse
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 30, 2013
|
|
RECORDING:
|
|
Volume: 900 Page: 727 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SE/4 of Section 25, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Douglas Hillhouse, IV
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 30, 2013
|
|
RECORDING:
|
|
Volume: 902 Page: 444 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SE/4 of Section 25, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
George S. Hillhouse
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 30, 2013
|
|
RECORDING:
|
|
Volume: 901 Page: 873 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 and SE/4 of Section 25, Block 39, T-5-S, Upton County, Texas
|
Tract 3
– Southwest Quarter (SW/4) of Section 25, Block 39, T-5-S, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Phillip Hillhouse
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 30, 2013
|
|
RECORDING:
|
|
Volume: 900 Page: 727 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 of Section 25, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
James Douglas Hillhouse, IV
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 30, 2013
|
|
RECORDING:
|
|
Volume: 902 Page: 444 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 of Section 25, Block 39, T-5-S, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
George S. Hillhouse
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 30, 2013
|
|
RECORDING:
|
|
Volume: 901 Page: 873 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SW/4 of Section 25, Block 39, T-5-S, Upton County, Texas
|
Tract 3
– Southeast Quarter (SE/4) of Section 24, Block 40, T-5-S, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Charline Wood Johnson
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 19, 2013
|
|
RECORDING:
|
|
Volume 901 Page 511 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 of Section 24, Block 40, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Sara Jaqueline Prince Anastaplo
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 20, 2013
|
|
RECORDING:
|
|
Volume 898 Page 701 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 of Section 24, Block 40, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Dorothy Sue Meriwether Atkins Loyd
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 15, 2008
|
|
RECORDING:
|
|
Volume 896 Page 23 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 of Section 24, Block 40, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Gail Atkins Parker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 12, 2013
|
|
RECORDING:
|
|
Volume 896 Page 27 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 of Section 24, Block 40, T-5-S, T&P Ry. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Richard Dale Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 12, 2013
|
|
RECORDING:
|
|
Volume 896 Page 57 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
SE/4 of Section 24, Block 40, T-5-S, T&P Ry. Survey, Upton County, Texas
|
Windham Prospect
Lease 1
– All of Section 1, E/2W/2 & W/2E/2 of Section 2, All of Section 10, All of Section 12, Block 40 Township 5
South, T&P RR Co., Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Kennard Cavness Windham, individually and as Independent Co-Executor of the Estate of James T. Windham, deceased, et al
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 1, 2012
|
|
RECORDING:
|
|
Volume: 873 Page: 568 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 1, E/2W/2 & W/2E/2 of Section 2, All of Section 10, All of Section 12, Block 40 T-5-S, T&P RR Co., Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Stephen Randall Sinclair, Individually and as Attorney-in-Fact for Patricia Anne Sinclair
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 4, 2012
|
|
RECORDING:
|
|
Volume: 883 Page: 543 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 1, Block 40, T-5-S, T&P RR Co. Survey, Upton County, Texas
|
Lease 2
– N/2 & SW/4 of Section 6, Block 39, Township 5 South; W/2E/2,
E/2NW/4 & S/2SW/4 Section 42, Block 39, Township 4 South; E/2W/2&W/2E/2 of Section 36, E/2W/2&W/2E/2 of Section 37 & E/2W/2&W/2E/2 of Section 48, Blk 40-4S, T&P RR Co. Survey, Midland and Upton
Counties, Texas.
Leases:
|
|
|
|
|
LESSOR:
|
|
Kennard Cavness Windham, individually and as Independent Co-Executor of the Estate of James T. Windham, deceased, et al
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 1, 2012
|
|
RECORDING:
|
|
Volume: 873 Page: 572 of the Official Public Records of Upton County, Texas Document #: 2012-15070 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
N/2 & SW/4 of Section 6, Block 39, T-5-S; W/2E/2, E/2NW/4 & S/2SW/4 Section 42, Block 39, T-4-S; E/2W/2&W/2E/2 of Section 36, E/2W/2&W/2E/2 of Section 37 & E/2W/2&W/2E/2 of Section 48, Blk 40 T-4-S,
T&P RR Co. Survey, Midland and Upton Counties, Texas.
|
Lease 3
– All of Section 38, All Section 40, N/2 of Section 42, S/2 of Section 42, Block
39, Township 3 South, T&P RR Co., Midland County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Kennard Cavness Windham, individually and as Independent Co-Executor of the Estate of James T. Windham, deceased, et al
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 1, 2012
|
|
RECORDING:
|
|
Document #: 2012-14363 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
All of Section 38, All Section 40, N/2 of Section 42, S/2 of Section 42, Block 39, T-3-S, T&P RR Co., Midland County, Texas
|
Dennis Prospect
Tract 1
– Northeast Quarter (NE/4) of Section 31 and Southwest Quarter (SW/4) of Section 32, Block 36, Township 4 North, T&P Ry. Co.
Survey, Dawson and Martin Counties, Texas
Char Hughes Upper Ranch Prospect
Tract 1
– All of Survey 9, Grantee M. A. Lindley, Abstract 678; All of Survey 28, Grantee T.T. Ry. Co., Abstract 675-818; All of Survey 8, Grantee
Mary Darboson, Abstract 677-817-863; South 182.1 acres of Survey 27, Grantee T. T. Ry. Co., Abstract 452; All of Survey 27-1/2, Grantee T. T. Ry. Co., Abstract 909, Reagan County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Charles J. Hughes et al
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 15, 2012
|
|
RECORDING:
|
|
Volume: 147 Page: 180 of the Official Public Records, Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Survey 9, Grantee M. A. Lindley, Abstract 678; All of Survey 28, Grantee T.T. Ry. Co., Abstract 675-818; All of Survey 8, Grantee Mary Darboson, Abstract 677-817-863; South 182.1 acres of Survey 27, Grantee T. T. Ry. Co.,
Abstract 452; All of Survey 27-1/2, Grantee T. T. Ry. Co., Abstract 909, Reagan County, Texas
|
|
|
|
|
LESSOR:
|
|
Southern Methodist University
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
February 15, 2012
|
|
RECORDING:
|
|
Volume: 157 Page: 489 of the Official Public Records, Reagan County, Texas
|
|
DESCRIPTION:
|
|
All of Survey 9, Grantee M. A. Lindley, Abstract 678; All of Survey 28, Grantee T.T. Ry. Co., Abstract 675-818; All of Survey 8, Grantee Mary Darboson, Abstract 677-817-863; South 182.1 acres of Survey 27, Grantee T. T. Ry. Co.,
Abstract 452; All of Survey 27-1/2, Grantee T. T. Ry. Co., Abstract 909, Reagan County, Texas
|
Tucker Prospect
Tract 1
– All of Section 166, Block 1, T&P RR Co. Survey, Reagan and Irion Counties, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Julian M. Pierce
|
|
LESSEE:
|
|
Rodric Properties Energy Group, LLC
|
|
LEASE DATE:
|
|
March 21, 2012
|
|
RECORDING:
|
|
Volume: 148 Page: 331 of the Official Public Records, Reagan County, Texas Book: 196 Page: 776 of the Official Public Records, Irion County, Texas
|
|
DESCRIPTION:
|
|
All of Section 166, Block 1, T&P RR Co. Survey, Reagan and Irion Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Anton G. Pierce
|
|
LESSEE:
|
|
Rodric Properties Energy Group, LLC
|
|
LEASE DATE:
|
|
March 21, 2012
|
|
RECORDING:
|
|
Volume: 148 Page: 335 of the Official Public Records, Reagan County, Texas Book: 196 Page: 780 of the Official Public Records, Irion County, Texas
|
|
DESCRIPTION:
|
|
All of Section 166, Block 1, T&P RR Co. Survey, Reagan and Irion Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Marthann T. Nobles
|
|
LESSEE:
|
|
Rodric Properties Energy Group, LLC
|
|
LEASE DATE:
|
|
March 28, 2012
|
|
RECORDING:
|
|
Volume: 148 Page: 347 of the Official Public Records, Reagan County, Texas Book: 196 Page: 788 of the Official Public Records, Irion County, Texas
|
|
DESCRIPTION:
|
|
All of Section 166, Block 1, T&P RR Co. Survey, Reagan and Irion Counties, Texas
|
|
|
|
|
LESSOR:
|
|
Evangeline T. Lindsey
|
|
LESSEE:
|
|
Rodric Properties Energy Group, LLC
|
|
LEASE DATE:
|
|
March 28, 2012
|
|
RECORDING:
|
|
Volume: 148 Page: 343 of the Official Public Records, Reagan County, Texas Book: 196 Page: 784 of the Official Public Records, Irion County, Texas
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DESCRIPTION:
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All of Section 166, Block 1, T&P RR Co. Survey, Reagan and Irion Counties, Texas
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LESSOR:
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Garnette M. Erwin
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LESSEE:
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Rodric Properties Energy Group, LLC
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LEASE DATE:
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March 21, 2012
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RECORDING:
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Volume: 148 Page: 339 of the Official Public Records, Reagan County, Texas Book: 196 Page: 792 of the Official Public Records, Irion County, Texas
|
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DESCRIPTION:
|
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All of Section 166, Block 1, T&P RR Co. Survey, Reagan and Irion Counties, Texas
|
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LESSOR:
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George C. Tucker
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LESSEE:
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Rodric Properties Energy Group, LLC
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LEASE DATE:
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April 2, 2012
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RECORDING:
|
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Volume: 148 Page: 327 of the Official Public Records, Reagan County, Texas Book: 196 Page: 772 of the Official Public Records, Irion County, Texas
|
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DESCRIPTION:
|
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All of Section 166, Block 1, T&P RR Co. Survey, Reagan and Irion Counties, Texas
|
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LESSOR:
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N. W. Hickman Charitable Trust
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LESSEE:
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Rodric Properties Energy Group, LLC
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LEASE DATE:
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April 2, 2012
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RECORDING:
|
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Volume: 149 Page: 857 of the Official Public Records, Reagan County, Texas
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Book: 196 Page: 796 of the Official Public Records, Irion County, Texas
|
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DESCRIPTION:
|
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All of Section 166, Block 1, T&P RR Co. Survey, Reagan and Irion Counties, Texas
|
Haystack Prospect
Tract 1
– West Half (W/2) of Section 6, Block 36, Township 4 South, T&P RR Co. Survey, Glasscock County, Texas
Johnson Prospect
Tract 1
– 60 acres out of
the South 161.25 acres in the South part of Section 102, Block 38, Township 2 South, Abstract No. 1413, L.F. Heard Pre-Emption Survey, Midland County, Texas
Leases:
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|
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LESSOR:
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Donna S. Johnson
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LESSEE:
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Parsley Energy, L.P.
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LEASE DATE:
|
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January 1, 2013
|
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RECORDING:
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Document #: 2013-3114 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
60 acres out of the S/161.25 acres in the South part of Section 102, Block 38, T- 2-S, Abstract No. 1413, L.F. Heard Pre-Emption Survey, Midland County, Texas
|
Cowden Prospect
Tract 1
– All of Section 14, Block 39, Township 4 South, T&P RR Co. Survey, Midland County, Texas
Tract 2
– West Half of the Northeast Quarter (W/2NE/4), East Half of the Northwest Quarter (E/2NW/4), Southwest Quarter (SW/4), West Half of the
Southeast Quarter (W/2SE/4) of Section 22, Block 39, Township 4 South, T&P RR Co. Survey, Midland County, Texas
Tract 3
– All of
Section 24, Save and Except the East Half of the Northeast Quarter (E/2NE/4), Block 39, Township 4 South, T&P RR Co. Survey, Midland County, Texas
Tract 4
– Southeast Quarter (SE/4) of Section 40, Block 39, Township 4 South, T&P RR Co. Survey, Midland County, Texas
Tract 5
– Section 46, Block 39, Township 4 South, T&P RR Co. Survey, Midland and Upton Counties, Texas
Leases:
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LESSOR:
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The Certain Successors of Guy Cowden (being ECP Family Limited Partnership, Christy Cowden Brown, Patricia Coweden Shanklin, Samuel E. Cowden, LKB Holdings, Ltd., Ann Holdings, Ltd., Guy Holdings, Ltd., Kellogg Fmaily Partnership
II, Ltd., and AbbieKM Holdings, Ltd.
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LESSEE:
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|
Parsley Energy Operations, LLC
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LEASE DATE:
|
|
January 16, 2013
|
|
RECORDING:
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Volume 885 Page 219 of the Official Public Records of Upton County, Texas Document Number 2013-1412 of the Named Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
Section 46, Block 39, T-4-S, T&P Ry. Co. Survey, Midland and Upton Counties, Texas
Limited as to any acreage not already subject to an Oil and Gas Lease.
|
Mad Max Prospect
Tract 1
– East Half (E/2) of Section 26, Block A-44, Public School Land Survey, Andrews County, Texas
Tract 2
– Northwest Quarter (NW/4) of Section 23, Block A-44, Public School Land Survey, Andrews County, Texas
Lowe Prospect
Tract 1
– All of
Section 5, Block A-33, Public School Land Survey, Andrews County, Texas
Tract 2
– All of Section 6, Block A-33, Public School Land
Survey, Andrews County, Texas
Tract 3
– All of Section 15, Block A-33, Public School Land Survey, Andrews County, Texas
Andrews Bird Prospect
Tract 1 –
Section 9, Block A-19, Public School Land Survey, Andrews County, Texas
Tract 2 –
West 140.00 acres of the NW/4, SW/4 and the West
20.00 acres of the SE/4 of Section 10, Block A-19, Public School Land Survey, Andrews County, Texas
Tract 3 –
East 80.00 acres of the
SE/4 of Section 10, Block A-19, Public School Land Survey, Andrews County, Texas
Tract 4 –
West Half (W/2) of Section 34, Block
A-19, Public School Land Survey, Andrews County, Texas
Tract 5 –
Northeast 160.00 acres of Section 34, Block A-19, Public School Land
Survey, Andrews County, Texas
Tract 6 –
218.00 acres of Section 34, Block A-19, Public School Land Survey, Andrews County, Texas
Red Roberts Prospect
Tract 1
– North Part of Section 16, Block A-19, Public School Land Survey, Gaines County, Texas
Tract 2
– South Part of Section 16, Block A-19, Public School Land Survey, Andrews County, Texas
Tract 3
– North Part of Section 17, Block A-19, Public School Land Survey, Gaines County, Texas
Tract 4
– South Part of Section 17, Block A-19, Public School Land Survey, Gaines County, Texas
Tract 5
– North Part of the West Half of Section 18, Block A-19, Public School Land Survey, Gaines County, Texas
Tract 6
– South Part of the West Half Section 18, Block A-19, Public School Land Survey, Gaines County, Texas
Gaines 298 Prospect
Tract 1
– Labors 1, 2,
3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, N/2 16, N/2 17, 18, 19, 20, 21, 22, 23 and SW/4 of 25, League 298, Reagan County School Land Survey, Gaines County, Texas
Gaines 297 Prospect
Tract 1
– Labors 6, 7,
14 and 15, League 297, Reagan County School Land Survey, Gaines County, Texas
Tract 2
– Labor 19, League 297, Reagan County School Land
Survey, Gaines County, Texas
Gaines Brennand Prospect
Tract 1
– Section 19, Block A-19, Public School Land Survey, Gaines County, Texas
Tract 2
– East 402.00 acres of Section 26 and all of Sections 24, 25 and 27, Block A-19, Public School Land Survey, Gaines County, Texas
Gaines 311/312 Prospect
Tracts
– Multiple
Tracts located in Leagues 311 & 312, Gaines County School Land Survey, Gaines County, Texas
PBEX Prospect
Tract 1
– South Half (S/2) of Northwest Quarter (NW/4) and North Half of the North Half (N/2 N/2) of Southwest Quarter (SW/4) of Section 26,
Block 36, Township 4 North, T&P Ry. Co. Survey, Dawson County, Texas
Tract 2
– Northeast Quarter (NE/4) of Section 33, Block 36, Township 4 North, T&P Ry. Co.
Survey, Dawson County, Texas
Tract 3
– East Half (E/2) of Northeast Quarter (NE/4) of Section 38, Block 36, Township 4 North, T&P
Ry. Co. Survey, Dawson County, Texas
Middleton 44 Prospect
Tract 1
– East Half (E/2) of Section 44, Block 32, Township 3 North, T&P Ry. Co. Survey, Howard County, Texas
Long 1 Prospect
Tract 1
– All of the
Northeast Quarter (NE/4) of Section 1, Block 35, Township 1 South, T&P Ry. Co. Survey, Howard County, Texas
Evergreen Dawson Prospect
Tract 1
– NW/4 and West 97 acres of the SW/4 of Section 20, Block 36, Township 4 North, T&P Ry. Co. Survey, Dawson County, Texas
Tract 2
– Labor 18, League 261, Borden County School Land Survey, Dawson County, Texas
Tract 3
– NW/4 NE/4 of Section 30, Block 36, Township 4 North, T&P Ry. Co. Survey, Dawson County, Texas
Tract 4
– SW/4 NE/4 of Section 30, Block 36, Township 4 North, T&P Ry. Co. Survey, Dawson County, Texas
Tract 5
– East 233 acres of the S/2 of Section 20, Block 36, Township 4 North, T&P Ry. Co. Survey, Dawson County, Texas
Tract 6
– NW/4 of Section 29, Block 36, Township 4 North, T&P Ry. Co. Survey, Dawson County, Texas
Tract 7
– SW/4 of Section 29, Block 36, Township 4 North, T&P Ry. Co. Survey, Dawson County, Texas
Tract 8
– NW/4 of Section 30, Block 36, Township 4 North, T&P Ry. Co. Survey, Dawson County, Texas
Tract 9
– E/2 NE/4 of Section 30, Block 36, Township 4 North, T&P Ry. Co. Survey, Dawson County, Texas
Stanolind Prospect
Tract 1
– North Half
(N/2) of Section 25, Block A-44, Public School Land Survey, Andrews County, Texas
Tract 2
– South 40.00 acres of the South 100 acres of Section 5, Block A-19, Public School Land
Survey, Andrews County, Texas
Tract 3
– North 60.00 acres of the South 100 acres of Section 5, Block A-19, Public School Land Survey,
Andrews County, Texas
Davidson Prospect
Tract
1
– All of Section 12, Block 39, T-5-S, T&P RR Co. Survey, Abstract 1373, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Kennard Cavness Windham; Mindy Lynn Windham Beard; Diane Davidson Claiborne, Independent Executor of the Estate of Robbie Windham Davidson, deceased
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 31, 2012
|
|
RECORDING:
|
|
Volume: 886 Page: 24 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 12, Block 39, T-5-S, T&P RR Co. Survey, Abstract 1373, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Enerlex Inc.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
March 22, 2012
|
|
RECORDING:
|
|
Volume: 893 Page: 335 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 12, Block 39, T-5-S, T&P RR Co. Survey, Abstract 1373, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Mark S. Snead & Ginger R. Snead, Co-Trustees of The Snead 2000 Revocable Trust dated April 13, 2000
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 3, 2012
|
|
RECORDING:
|
|
Volume: 886 Page: 24 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 12, Block 39, T-5-S, T&P RR Co. Survey, Abstract 1373, Upton County, Texas
|
Tract 2
– North Half (N/2) of Section 27, Block 39, T-5-S, T&P RR Co. Survey, Abstract 436, Upton
County, Texas
|
|
|
|
|
LESSOR:
|
|
Kennard Cavness Windham; Mindy Lynn Windham Beard; Diane Davidson Claiborne, Independent Executor of the Estate of Robbie Windham Davidson, deceased
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
December 31, 2012
|
|
RECORDING:
|
|
Volume: 886 Page: 24 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 27, Block 39, T-5-S, T&P RR Co. Survey, Abstract 436, Upton County, Texas
|
|
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|
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LESSOR:
|
|
Stallings Properties, Ltd.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 1, 2013
|
|
RECORDING:
|
|
Volume: 897 Page: 545 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 27, Block 39, T-5-S, T&P RR Co. Survey, Abstract 436, Upton County, Texas
|
|
|
|
|
|
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|
|
LESSOR:
|
|
Marian R. Peeler
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 27, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 162 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 27, Block 39, T-5-S, T&P RR Co. Survey, Abstract 436, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Joe Gieb, III
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 1, 2013
|
|
RECORDING:
|
|
Volume: 896 Page: 39 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 27, Block 39, T-5-S, T&P RR Co. Survey, Abstract 436, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Craig G. Taylor
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 1, 2013
|
|
RECORDING:
|
|
Volume: 896 Page: 51 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 27, Block 39, T-5-S, T&P RR Co. Survey, Abstract 436, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Sara Alexander Gieb
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 20, 2013
|
|
RECORDING:
|
|
Volume: 896 Page: 45 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 27, Block 39, T-5-S, T&P RR Co. Survey, Abstract 436, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Ellen T. Kirkpatrick Ault
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 30, 2013
|
|
RECORDING:
|
|
Volume: 893 Page: 329 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
N/2 of Section 27, Block 39, T-5-S, T&P RR Co. Survey, Abstract 436, Upton County, Texas
|
Lane Prospect
Tract 1
–All of Section 2, Block 2, MK&T Ry. Co. survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Patsy J. Bynum; Bobby Jack Bynum; Tommy Ralph Bynum; Patti Bynum May
|
|
LESSEE:
|
|
Bevo Oil & Gas, LLC & Bevo Oil & Gas, PSP
|
|
LEASE DATE:
|
|
March 25, 2013
|
|
RECORDING:
|
|
Volume: 889 Page: 834 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 2, Block 2, MK&T Ry. Co. survey, Upton County, Texas
|
South Upton Prospect
Tract 1
–All of Section 27, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
BOKF, NA, dba Bank of Texas, N. A., as Agent for Steven C. Usher and Marilyn B. Usher, Trustees of the Steven C. Usher Revocable Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 7, 2013
|
|
RECORDING:
|
|
Volume: 893 Page: 496 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 27, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Brian T. Dahill
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 824 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 27, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Dair Neicker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 830 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 27, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Michael Shanley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 833 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 27, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Alice Troy Maiocco
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 827 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 27, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Brenden Dahill
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 821 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 27, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
William Gallagher, Conservator for Steven Shanley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 818 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 27, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Royse Isleib
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 815 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 27, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
JPMorgan Chase Bank, N.A., Joseph R. Fowler and James M. Fowler, Co-Trustees of the Lissa Fowler Trust dated 7-17-2006, for the benefit of Joseph R. Fowler
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 8, 2013
|
|
RECORDING:
|
|
Volume: 899 Page: 92 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 27, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
JPMorgan Chase Bank, N.A., Fowler Revocable Trust dated January 21, 1991 & Restated, James F. Fowler IV SPA, James M. Fowler & Sui Hen Fowler, Co-Trustees
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 8, 2013
|
|
RECORDING:
|
|
Volume: 899 Page: 77 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 27, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
Tract 2
–West Half (W/2) of Section 11, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
BOKF, NA, dba Bank of Texas, N. A., as Agent for Steven C. Usher and Marilyn B. Usher, Trustees of the Steven C. Usher Revocable Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 7, 2013
|
|
RECORDING:
|
|
Volume: 893 Page: 496 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 11, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Brian T. Dahill
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 824 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 11, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Dair Neicker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 830 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 11, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Michael Shanley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 833 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 11, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Alice Troy Maiocco
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 827 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 11, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Brenden Dahill
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 821 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 11, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
William Gallagher, Conservator for Steven Shanley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 818 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 11, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Royse Isleib
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 815 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 11, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
JPMorgan Chase Bank, N.A., Joseph R. Fowler and James M. Fowler, Co-Trustees of the Lissa Fowler Trust dated 7-17-2006, for the benefit of Joseph R. Fowler
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 8, 2013
|
|
RECORDING:
|
|
Volume: 899 Page: 92 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 11, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
JPMorgan Chase Bank, N.A., Fowler Revocable Trust dated January 21, 1991 & Restated, James F. Fowler IV SPA, James M. Fowler & Sui Hen Fowler, Co-Trustees
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 8, 2013
|
|
RECORDING:
|
|
Volume: 899 Page: 77 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
W/2 of Section 11, Block 1, MK&T Ry. Co. Survey, Upton County, Texas
|
Tract 3
–All of Section 15, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
BOKF, NA, dba Bank of Texas, N. A., as Agent for Steven C. Usher and Marilyn B. Usher, Trustees of the Steven C. Usher Revocable Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 7, 2013
|
|
RECORDING:
|
|
Volume: 893 Page: 496 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 15, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Brian T. Dahill
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 824 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 15, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Dair Neicker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 830 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 15, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Michael Shanley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 833 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 15, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Alice Troy Maiocco
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 827 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 15, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Brenden Dahill
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 821 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 15, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
William Gallagher, Conservator for Steven Shanley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 818 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 15, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Royse Isleib
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 815 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 15, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
JPMorgan Chase Bank, N.A., Joseph R. Fowler and James M. Fowler, Co-Trustees of the Lissa Fowler Trust dated 7-17-2006, for the benefit of Joseph R. Fowler
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 8, 2013
|
|
RECORDING:
|
|
Volume: 899 Page: 92 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 15, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
JPMorgan Chase Bank, N.A., Fowler Revocable Trust dated January 21, 1991 & Restated, James F. Fowler IV SPA, James M. Fowler & Sui Hen Fowler, Co-Trustees
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 8, 2013
|
|
RECORDING:
|
|
Volume: 899 Page: 77 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 15, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
Tract 4
–All of Section 17, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
BOKF, NA, dba Bank of Texas, N. A., as Agent for Steven C. Usher and Marilyn B. Usher, Trustees of the Steven C. Usher Revocable Trust
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 7, 2013
|
|
RECORDING:
|
|
Volume: 893 Page: 496 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 17, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Brian T. Dahill
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 824 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 17, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Dair Neicker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 830 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 17, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Michael Shanley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 833 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 17, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Alice Troy Maiocco
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 827 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 17, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Brenden Dahill
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 821 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 17, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
William Gallagher, Conservator for Steven Shanley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 818 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 17, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Royse Isleib
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 13, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 815 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 17, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
JPMorgan Chase Bank, N.A., Joseph R. Fowler and James M. Fowler, Co-Trustees of the Lissa Fowler Trust dated 7-17-2006, for the benefit of Joseph R. Fowler
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 8, 2013
|
|
RECORDING:
|
|
Volume: 899 Page: 92 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 17, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
JPMorgan Chase Bank, N.A., Fowler Revocable Trust dated January 21, 1991 & Restated, James F. Fowler IV SPA, James M. Fowler & Sui Hen Fowler, Co-Trustees
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 8, 2013
|
|
RECORDING:
|
|
Volume: 899 Page: 77 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 17, Block 2, MK&T Ry. Co. Survey, Upton County, Texas
|
Atkins 14 Prospect
Tract 1
–All of Section 14, Block 39, T-5-S, T&P Ry. Co. Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Guinlyn Hampton Nash
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 12, 2013
|
|
RECORDING:
|
|
Volume: 900 Page: 731 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 14, Block 39, T-5-S, T&P Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Gail Atkins Hamilton Parker
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 12, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 708 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 14, Block 39, T-5-S, T&P Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Dorothy Sue Meriwether Atkins Loyd
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 12, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 715 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 14, Block 39, T-5-S, T&P Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Richard Dale Atkins
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 12, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 705 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 14, Block 39, T-5-S, T&P Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
LuAlice Ann Dixon Hoffman
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 12, 2013
|
|
RECORDING:
|
|
Volume: 899 Page: 437 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 14, Block 39, T-5-S, T&P Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
George E. Atkins, Jr. & G. Yvonne Atkins, Trustees under the George E. Atkins, Jr. Living Trust dated January 1, 2001
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 12, 2013
|
|
RECORDING:
|
|
Volume: 898 Page: 711 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 14, Block 39, T-5-S, T&P Ry. Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Keeney Upton Mineral Trust, W. Ellwood Keeney, Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
October 3, 2013
|
|
RECORDING:
|
|
Volume: 902 Page: 151 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
All of Section 14, Block 39, T-5-S, T&P Ry. Co. Survey, Upton County, Texas
|
Richardson Prospect
Tract 1
–Northwest Quarter (NW/4) of Section 22, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Martha Leonard Trust III, JPMorgan Chase Bank, N. A., Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 1, 2013
|
|
RECORDING:
|
|
Volume: 900 Page: 782 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 22, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Miranda Leonard Trust III, JPMorgan Chase Bank, N. A., Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 1, 2013
|
|
RECORDING:
|
|
Volume: 900 Page: 767 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 22, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Mary Leonard Children’s Trust, JPMorgan Chase Bank, N. A., Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 1, 2013
|
|
RECORDING:
|
|
Volume: 900 Page: 752 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 22, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Madelon Leonard Trust III, JPMorgan Chase Bank, N. A., Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 1, 2013
|
|
RECORDING:
|
|
Volume: 900 Page: 737 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 22, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Rhett D. Bentley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 1, 2013
|
|
RECORDING:
|
|
Volume: 900 Page: 767 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 22, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Judy M. Dixon
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 26, 2013
|
|
RECORDING:
|
|
Volume: 897 Page: 815 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 22, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Francille Dailey
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 26, 2013
|
|
RECORDING:
|
|
Volume: 897 Page: 811 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 22, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
John M. Reynolds
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 26, 2013
|
|
RECORDING:
|
|
Volume: 897 Page: 808 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 22, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Linda E. Reynolds Smiley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 26, 2013
|
|
RECORDING:
|
|
Volume: 897 Page: 805 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 22, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
Tract 2
–Northeast Quarter (NE/4) of Section 22, Block B, CCSD & RGNG RR Co. Survey, Upton
County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Martha Leonard Trust III, JPMorgan Chase Bank, N. A., Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 1, 2013
|
|
RECORDING:
|
|
Volume: 900 Page: 782 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 22, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Miranda Leonard Trust III, JPMorgan Chase Bank, N. A., Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 1, 2013
|
|
RECORDING:
|
|
Volume: 900 Page: 767 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 22, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
|
|
|
|
|
|
|
|
LESSOR:
|
|
Mary Leonard Children’s Trust, JPMorgan Chase Bank, N. A., Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 1, 2013
|
|
RECORDING:
|
|
Volume: 900 Page: 752 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 22, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Madelon Leonard Trust III, JPMorgan Chase Bank, N. A., Trustee
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 1, 2013
|
|
RECORDING:
|
|
Volume: 900 Page: 737 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 22, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Rhett D. Bentley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
August 1, 2013
|
|
RECORDING:
|
|
Volume: 900 Page: 767 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 22, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Judy M. Dixon
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 26, 2013
|
|
RECORDING:
|
|
Volume: 897 Page: 815 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 22, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Francille Dailey
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 26, 2013
|
|
RECORDING:
|
|
Volume: 897 Page: 811 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 22, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
John M. Reynolds
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 26, 2013
|
|
RECORDING:
|
|
Volume: 897 Page: 808 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 22, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Linda E. Reynolds Smiley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 26, 2013
|
|
RECORDING:
|
|
Volume: 897 Page: 805 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NE/4 of Section 22, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
Tract 2
–The East Half of the Northeast Quarter (E/2NE/4) of Section 23, Block B,
CCSD & RGNG RR Co. Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Judy M. Dixon
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 26, 2013
|
|
RECORDING:
|
|
Volume: 897 Page: 815 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2NE/4 of Section 23, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Francille Dailey
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 26, 2013
|
|
RECORDING:
|
|
Volume: 897 Page: 811 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2NE/4 of Section 23, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
John M. Reynolds
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 26, 2013
|
|
RECORDING:
|
|
Volume: 897 Page: 808 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2NE/4 of Section 23, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
|
|
|
|
LESSOR:
|
|
Linda E. Reynolds Smiley
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
July 26, 2013
|
|
RECORDING:
|
|
Volume: 897 Page: 805 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
E/2NE/4 of Section 23, Block B, CCSD & RGNG RR Co. Survey, Upton County, Texas
|
Eagle 21 Prospect
Tract 1
–Northwest Quarter (NW/4) of Section 21, Block 39, T-5-S, T&P Ry. Co. Survey, Upton County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
John D. Windham and wife, Maggie Windham.
|
|
LESSEE:
|
|
Holt Jowell
|
|
LEASE DATE:
|
|
March 11, 1942
|
|
RECORDING:
|
|
Volume 61 Page 469 of the Official Public Records of Upton County, Texas
|
|
DESCRIPTION:
|
|
NW/4 of Section 21, Block 39, T-5-S, T&P Ry. Survey, Upton County, Texas
|
Braun 4 Prospect
Tract 1
–Section 4, Block 39, T-4-S, T&P Ry. Co. Survey, Midland County, Texas
Leases:
|
|
|
|
|
LESSOR:
|
|
Lloyd Graham Mackey Jr.
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
June 28, 2013
|
|
RECORDING:
|
|
Instrument No. 2013-16813 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
Section 4, Block 39, T-4-S, T&P Ry. Survey, Midland County, Texas
|
|
|
|
|
|
LESSOR:
|
|
Kay Mackey Tom
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
May 10, 2013
|
|
RECORDING:
|
|
Instrument No. 2013-14507 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
Section 4, Block 39, T-4-S, T&P Ry. Survey, Midland County, Texas
|
|
|
|
|
LESSOR:
|
|
Van Huss Minerals, LLC and Van Huss Revocable Trust, James E. and Anna Be Van Huss, Trustees
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 2, 2013
|
|
RECORDING:
|
|
Instrument No. 2013-10041 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
Section 4, Block 39, T-4-S, T&P Ry. Survey, Midland County, Texas
|
|
|
|
|
LESSOR:
|
|
John Clark Braun; John Clark Braun, Jr.; Sally Benge Rau McIntosh; Virginia Elizabeth Braun
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 2, 2013
|
|
RECORDING:
|
|
Instrument No. 2013-10040 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
Section 4, Block 39, T-4-S, T&P Ry. Survey, Midland County, Texas
|
|
|
|
|
LESSOR:
|
|
Ann Mackey Willams
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 26, 2013
|
|
RECORDING:
|
|
Instrument No. 2013-11109 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
Section 4, Block 39, T-4-S, T&P Ry. Survey, Midland County, Texas
|
|
|
|
|
LESSOR:
|
|
Christopher John Auclair
|
|
LESSEE:
|
|
Parsley Energy, L.P.
|
|
LEASE DATE:
|
|
April 22, 2013
|
|
RECORDING:
|
|
Instrument No. 2013-11110 of the Official Public Records of Midland County, Texas
|
|
DESCRIPTION:
|
|
Section 4, Block 39, T-4-S, T&P Ry. Survey, Midland County, Texas
|
Trees Ranch Prospect
Leases:
FEE LEASE NO. 1
|
|
|
|
|
NAVIGATOR FILE:
|
|
42-371-000292-000
|
|
DATED:
|
|
July 23, 2010
|
|
LESSOR:
|
|
PNC Bank N.A. and J. Murray Egan, Trustees u/w/o Edith L. Trees, Deceased, Trees Capital Partners, Ltd., and Lehm Capital Partners, Ltd., of Pittsburgh, Pennsylvania
|
|
LESSEE:
|
|
Fikes Energy, LLC
|
|
DESCRIPTION:
|
|
|
|
|
|
|
|
Block 8, H&GN Ry. Co. Survey
|
|
Section 7:
|
|
All, Pecos and Reeves Counties, Texas, containing 640 acres, more or less.
|
|
Section 8:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
Section 9:
|
|
All, Pecos County, Texas, containing 633.8 acres, more or less. Block C-3, PSL Survey
|
|
|
|
|
|
Section 24:
|
|
All, Reeves County, Texas, containing 640 acres, more or less. Block OW, GC&SF Survey
|
|
Section 64:
|
|
All, Pecos County, Texas, containing 509 acres, more or less.
|
|
Section 65:
|
|
W/2, OW, GC&SF Survey, Pecos & Reeves Counties, Texas, containing 246.11 acres, more or less.
|
|
|
|
|
|
Scrap File 7821, D.W. Smoot Survey
|
|
Section 36:
|
|
All, Reeves County, Texas, containing 345.94 acres, more or less.
|
|
|
|
|
Gross Acres:
|
|
3,654.85
|
|
Recorded:
|
|
Volume 852 OPR, Page 28, Reeves County, Texas.
|
|
Recorded:
|
|
Volume 815 LR, Page 473, Pecos County, Texas.
|
FEE LEASE NO. 2
|
|
|
|
|
NAVIGATOR FILE:
|
|
42-371-000293-000
|
|
DATED:
|
|
July 23, 2010
|
|
LESSOR:
|
|
PNC Bank N.A. and J. Murray Egan, Trustees u/w/o Edith L. Trees, Deceased, Trees Capital Partners, Ltd., and Lehm Capital Partners, Ltd., of Pittsburgh, Pennsylvania
|
|
LESSEE:
|
|
Fikes Energy, LLC
|
|
DESCRIPTION:
|
|
|
|
|
|
|
|
Block 8, H&GN Ry. Co. Survey
|
|
Section 11:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
Section 12:
|
|
W/2 NW/4 and S/2, Pecos County, Texas, containing 400 acres, more or less, all depths; and E/2NW/4 and NE/4 containing 240 acres, limited to those depths below the depth of the deepest producing formation currently held by an Oil
and Gas Lease dated November 1, 1997, and filed of record with the Pecos County, Texas, County Clerk’s Office in Volume 715, Page 1, containing a total of 640.00 acres more or less.
|
|
Section 13:
|
|
All, SAVE AND EXCEPT THE 40 ACRE PRORATION UNIT SURROUNDING THE SAMSON “TREES 13-1” FROM THE SURFACE TO THE BASE OF THE WOLFCAMP FORMATION, Pecos County, Texas, containing 640 acres more or less.
|
|
Section 15:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
Section 17:
|
|
N/2; SE/4; and the N/2SW/4, Pecos County, Texas, containing 560 acres, more or less.
|
|
Section 29:
|
|
All, Pecos County, Texas, containing 640 acres, more or less. Block OW, GC&SF Survey
|
|
Section 118:
|
|
N/2, Pecos County, Texas, containing 64.89 acres, more or less.
|
|
|
|
|
Gross Acres:
|
|
3,824.89
|
|
Recorded:
|
|
Volume 815 Lease Records, Page 488.
|
FEE LEASE NO. 3
|
|
|
|
|
NAVIGATOR FILE:
|
|
42-371-000294-000
|
|
DATED:
|
|
July 23, 2010
|
|
LESSOR:
|
|
PNC Bank N.A. and J. Murray Egan, Trustees u/w/o Edith L. Trees, Deceased, Trees Capital Partners, Ltd., and Lehm Capital Partners, Ltd., of Pittsburgh, Pennsylvania
|
|
LESSEE:
|
|
Fikes Energy, LLC
|
|
DESCRIPTION:
|
|
|
|
|
|
|
|
Block 8, H&GN Ry. Co. Survey
|
|
Section 31:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
Section 33:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
Section 35:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
Section 37:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
Section 55:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
Section 57:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
|
|
|
Gross Acres:
|
|
3,840.00
|
|
Recorded:
|
|
Volume 815 Lease Records, Page 504.
|
FEE LEASE NO. 4
|
|
|
|
|
NAVIGATOR FILE:
|
|
42-371-000295-000
|
|
DATED:
|
|
July 23, 2010
|
|
LESSOR:
|
|
PNC Bank N.A. and J. Murray Egan, Trustees u/w/o Edith L. Trees, Deceased, Trees Capital Partners, Ltd., and Lehm Capital Partners, Ltd., of Pittsburgh, Pennsylvania
|
|
LESSEE:
|
|
Fikes Energy, LLC
|
|
DESCRIPTION:
|
|
|
|
|
|
|
|
Block 8, H&GN Ry. Co. Survey
|
|
Section 23:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
|
|
|
Section 27:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
Section 43:
|
|
All, SAVE AND EXCEPT the 40 acre proration unit surrounding the Stout Energy “Trees 43” located in the SE/4SW/4, and the 40 acre proration unit surrounding the Stout Energy “Trees 43” located in the SE/4NW/4,
both from the surface to the base of the Cherry Canyon, Blk. 8, H&GN Ry. Co. Survey, Pecos Co., containing 640 acres, more or less;
|
|
Section 47:
|
|
All, Pecos County, Texas, containing 641.1 acres, more or less.
|
|
Section 63:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
Section 65:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
Section 90:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
|
|
|
Gross Acres:
|
|
4,481.10
|
|
Recorded:
|
|
Volume 815 Lease Records, Page 520.
|
STATE LEASE NO. 1 (Green)
|
|
|
|
|
NAVIGATOR FILE:
|
|
42-371-000297-000
|
|
DATED:
|
|
July 23, 2010
|
|
LESSOR:
|
|
Edith L. Trees IX Trust, Trees Capital Partners, Ltd., and Lehm Capital Partners, Ltd., as Agents for the State of Texas
|
|
LESSEE:
|
|
Fikes Energy, LLC
|
|
DESCRIPTION:
|
|
|
|
|
|
|
|
Block 8, H&GN Ry. Co. Survey
|
|
Section 10:
|
|
All, Pecos & Reeves Counties, Texas, containing 634.40 acres, more or less.
|
|
Section 14:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
Section 16:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
Section 18:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
Section 92:
|
|
E/2NW/4, Pecos County, Texas, containing 80 acres, more or less.
|
|
Section 92:
|
|
W/2NW/4 below a depth of 5,439 feet, Pecos County, Texas, containing 80 acres, more or less.
|
|
Section 24:
|
|
All, Save and Except those depths from Surface down to the Base of the Cherry Canyon Formation in the 40 acre proration unit surrounding the Trees 24-1 Well, and the 40 acre proration unit surrounding the Samson Lonestar Trees #4
Well, Pecos County, Texas, containing 640.20 acres, more or less.
|
|
Section 30:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
Section 48:
|
|
All, Pecos County, Texas, containing 640.92 acres, more or less.
|
|
|
|
Block OW, GC&SF Survey
|
|
Section 66:
|
|
All, Pecos & Reeves Counties, Texas, containing 617.18 acres, more or less.
|
|
|
|
|
Gross Acres:
|
|
4,612.70
|
|
Recorded:
|
|
Volume 815 LR, Page 588, Pecos Co., Texas.
|
|
Recorded:
|
|
Volume 852 OPR, Page 12, Reeves Co., Texas.
|
STATE LEASE NO. 2 (Taupe)
|
|
|
|
|
NAVIGATOR FILE:
|
|
42-371-000296-000
|
|
DATED:
|
|
July 23, 2010
|
|
LESSOR:
|
|
Edith L. Trees IX Trust, Trees Capital Partners, Ltd., and Lehm Capital Partners, Ltd., as Agents for the State of Texas
|
|
LESSEE:
|
|
Fikes Energy, LLC
|
|
DESCRIPTION:
|
|
|
|
|
|
|
|
Block 8, H&GN Ry. Co. Survey
|
|
Section 32:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
Section 34:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
Section 50:
|
|
All, Save and Except the 40 acre proration unit surrounding the Samson Trees State 50 #3 Well, Pecos County, Texas, containing 640.97 acres, more or less.
|
|
Section 54:
|
|
All, Save and Except the S/2SE/4NW/4, S/2SW/4NE/4, NE/4SW/4, N/2SE/4SW/4, NW/4SE/4, and the N/2SW/4SE/4, Pecos County, Texas, containing 480 acres, more more or less.
|
|
Section 92:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
Section 108:
|
|
The West 7/8ths, Save and Except those depths from Surface to the Base of the Tansill Formation in the 40 acre proration unit surrounding the J.C. Trees Estate #1 Well, Pecos County, Texas, containing 560 acres, more or
less.
|
|
Section 70:
|
|
All, Pecos County, Texas, containing 637.88 acres, more or less.
|
|
|
|
|
Gross Acres:
|
|
4,238.85
|
|
Recorded:
|
|
Volume 815 LR, Page 573.
|
Save and except from the above described Leases and Lands, the following (the “Excepted Interests”):
1. The lands embraced by that certain Designation of Pooled Unit for the Trees No. 13-1H Well filed May 22, 2012 in Vol. 46, page 454, Official
Records of Pecos County, Texas and the Oil and Gas Leases embracing same INSOFAR only as same cover such pooled unit; and
2. SE/4 of Section 24, Block C-3, PSL Survey, A-1301, Reeves Co., Texas, being the governmental proration
unit for the Whiting Oil & Gas Corp. –Trees L1 # 2451 well, and Oil and Gas Lease dated July 23, 2010, between PNC Bank, N. A. et.al, Trustees u/w/o Edith L. Trees, dec. et.al, and Fikes Energy LLC, recorded in Vol. 815, page 473,
Oil and Gas Lease Records of Pecos County, Texas and in Vol. 852, page 28, Official Records of Reeves County, Texas, INSOFAR ONLY as said lease covers said lands.
SIBLEY FEE LEASE NO. 1
|
|
|
|
|
NAVIGATOR FILE:
|
|
42-371-000365-00A
|
|
DATED:
|
|
January 10, 2011
|
|
LESSOR:
|
|
Allen G. McGuire and Robert W. Bechtel, Co-Trustees of the Potts and Sibley Foundation Trust
|
|
LESSEE:
|
|
Navigator Oil & Minerals, Inc.
|
|
DESCRIPTION:
|
|
|
|
|
|
|
|
Block 8, H&GN Ry. Co. Survey
|
|
Section 39:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
|
|
|
Gross Acres:
|
|
640.00
|
|
Recorded:
|
|
Volume 11 Lease Records, Page 001.
|
SIBLEY FEE LEASE NO. 2
|
|
|
|
|
NAVIGATOR FILE:
|
|
42-371-000365-00B
|
|
DATED:
|
|
January 10, 2011
|
|
LESSOR:
|
|
Allen G. McGuire, Trustee of the Jake Sibley Children’s Trust for the benefit of Elizabeth V. Sibley
|
|
LESSEE:
|
|
Navigator Oil & Minerals, Inc.
|
|
DESCRIPTION:
|
|
|
|
|
|
|
|
Block 8, H&GN Ry. Co. Survey
|
|
Section 39:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
|
|
|
Gross Acres:
|
|
640.00
|
|
Recorded:
|
|
Volume 11 Lease Records, Page 005.
|
SIBLEY FEE LEASE NO. 3
|
|
|
|
|
NAVIGATOR FILE:
|
|
42-371-000365-00C
|
|
DATED:
|
|
January 10, 2011
|
|
LESSOR:
|
|
Allen G. McGuire, Trustee of the Jake Sibley Children’s Trust for the benefit of Sarah E. Sibley
|
|
LESSEE:
|
|
Navigator Oil & Minerals, Inc.
|
|
DESCRIPTION:
|
|
|
|
|
|
|
|
Block 8, H&GN Ry. Co. Survey
|
|
Section 39:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
|
|
|
Gross Acres:
|
|
640.00
|
|
Recorded:
|
|
Volume 11 Lease Records, Page 009.
|
SIBLEY FEE LEASE NO. 4
|
|
|
|
|
NAVIGATOR FILE:
|
|
42-371-000365-00D
|
|
DATED:
|
|
January 10, 2011
|
|
LESSOR:
|
|
Allen G. McGuire, Trustee of the DJ Jr. and Jane Dunn Sibley Life Estate Trust
|
|
LESSEE:
|
|
Navigator Oil & Minerals, Inc.
|
|
DESCRIPTION:
|
|
|
|
|
|
|
|
Block 8, H&GN Ry. Co. Survey
|
|
Section 39:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
|
|
|
Gross Acres:
|
|
640.00
|
|
Recorded:
|
|
Volume 11 Lease Records, Page 013.
|
SIBLEY FEE LEASE NO. 5
|
|
|
|
|
NAVIGATOR FILE:
|
|
42-371-000365-00E
|
|
DATED:
|
|
January 10, 2011
|
|
LESSOR:
|
|
Allen G. McGuire, Trustee of the Hiram Andrew Sibley Management Trust
|
|
LESSEE:
|
|
Navigator Oil & Minerals, Inc.
|
|
DESCRIPTION:
|
|
|
|
|
|
|
|
Block 8, H&GN Ry. Co. Survey
|
|
Section 39:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
|
|
|
Gross Acres:
|
|
640.00
|
|
Recorded:
|
|
Volume 11 Lease Records, Page 017.
|
SIBLEY FEE LEASE NO. 6
|
|
|
|
|
NAVIGATOR FILE:
|
|
42-371-000365-00F
|
|
DATED:
|
|
January 10, 2011
|
|
LESSOR:
|
|
D.J. Sibley, Jr. Trust Under Agreement FBO Hiram A. Sibley, Bank of America, N.A., Trustee
|
|
LESSEE:
|
|
Navigator Oil & Minerals, Inc.
|
|
DESCRIPTION:
|
|
|
|
|
|
|
|
Block 8, H&GN Ry. Co. Survey
|
|
Section 39:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
|
|
|
Gross Acres:
|
|
640.00
|
|
Recorded:
|
|
Volume 10 Lease Records, Page 037.
|
SIBLEY FEE LEASE NO. 7
|
|
|
|
|
NAVIGATOR FILE:
|
|
42-371-000365-00G
|
|
DATED:
|
|
January 10, 2011
|
|
LESSOR:
|
|
D.J. Sibley, Jr. Trust Under Agreement FBO Shiloh J. Sibley-Cutforth, Bank of America, N.A. & Allen G. McGuire, Co-Trustees
|
|
LESSEE:
|
|
Navigator Oil & Minerals, Inc.
|
|
DESCRIPTION:
|
|
|
|
|
|
|
|
Block 8, H&GN Ry. Co. Survey
|
|
Section 39:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
|
|
|
Gross Acres:
|
|
640.00
|
|
Recorded:
|
|
Volume 10 Lease Records, Page 055.
|
SIBLEY FEE LEASE NO. 8
|
|
|
|
|
NAVIGATOR FILE:
|
|
42-371-000365-00H
|
|
DATED:
|
|
January 10, 2011
|
|
LESSOR:
|
|
D.J. Sibley, Jr. Trust Under Agreement FBO Kiowa S. Sibley-Cutforth Trust, Bank of America, N.A. & Allen G. McGuire, Co-Trustees
|
|
LESSEE:
|
|
Navigator Oil & Minerals, Inc.
|
|
DESCRIPTION:
|
|
|
|
|
|
|
|
Block 8, H&GN Ry. Co. Survey
|
|
Section 39:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
|
|
|
Gross Acres:
|
|
640.00
|
|
Recorded:
|
|
Volume 10 Lease Records, Page 061.
|
SIBLEY FEE LEASE NO. 9
|
|
|
|
|
NAVIGATOR FILE:
|
|
42-371-000365-00I
|
|
DATED:
|
|
January 10, 2011
|
|
LESSOR:
|
|
Mahala Victoria Sibley GST Non-Exempt Trust Under Will FBO Shiloh & Kiowa, Bank of America, N.A., Trustee
|
|
LESSEE:
|
|
Navigator Oil & Minerals, Inc.
|
|
DESCRIPTION:
|
|
|
|
|
|
|
|
Block 8, H&GN Ry. Co. Survey
|
|
Section 39:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
|
|
|
Gross Acres:
|
|
640.00
|
|
Recorded:
|
|
Volume 10 Lease Records, Page 049.
|
SIBLEY FEE LEASE NO. 10
|
|
|
|
|
NAVIGATOR FILE:
|
|
42-371-000365-00J
|
|
DATED:
|
|
January 10, 2011
|
|
LESSOR:
|
|
Mahala Victoria Sibley GST Exempt Trust Under Will FBO Shiloh & Kiowa, Bank of America, N.A., Trustee
|
|
LESSEE:
|
|
Navigator Oil & Minerals, Inc.
|
|
DESCRIPTION:
|
|
|
|
|
|
|
|
Block 8, H&GN Ry. Co. Survey
|
|
Section 39:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
|
|
|
Gross Acres:
|
|
640.00
|
|
Recorded:
|
|
Volume 10 Lease Records, Page 043.
|
SIBLEY FEE LEASE NO. 11
|
|
|
|
|
NAVIGATOR FILE:
|
|
42-371-000365-00K
|
|
DATED:
|
|
July 1, 2011
|
|
LESSOR:
|
|
Bank of America, N.A., as Trustee for the Charlotte R. Odell Trust
|
|
LESSEE:
|
|
Navigator Oil & Minerals, Inc.
|
|
DESCRIPTION:
|
|
|
|
|
|
|
|
Block 8, H&GN Ry. Co. Survey
|
|
Section 39:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
|
|
|
Gross Acres:
|
|
640.00
|
|
Recorded:
|
|
Volume 16 Lease Records, Page 602.
|
SIBLEY FEE LEASE NO. 12
|
|
|
|
|
NAVIGATOR FILE:
|
|
42-371-000365-00L
|
|
DATED:
|
|
August 24, 2011
|
|
LESSOR:
|
|
The Frost National Bank, Trustee of the Jane Dunn Sibley Marital Trust
|
|
LESSEE:
|
|
Navigator Oil & Minerals, Inc.
|
|
DESCRIPTION:
|
|
|
|
|
|
|
|
Block 8, H&GN Ry. Co. Survey
|
|
Section 39:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
|
|
|
Gross Acres:
|
|
640.00
|
|
Memorandum Recorded:
|
|
Volume 21 Lease Records, Page 589.
|
|
OGL Recorded:
|
|
Volume 21, Lease Records, Page 590.
|
SIBLEY FEE LEASE NO. 13
|
|
|
|
|
NAVIGATOR FILE:
|
|
42-371-000365-00M
|
|
DATED:
|
|
August 24, 2011
|
|
LESSOR:
|
|
The Frost National Bank, Trustee of the Elizabeth Victoria Sibley Trust
|
|
LESSEE:
|
|
Navigator Oil & Minerals, Inc.
|
|
DESCRIPTION:
|
|
|
|
|
|
|
|
Block 8, H&GN Ry. Co. Survey
|
|
Section 39:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
|
|
|
Gross Acres:
|
|
640.00
|
|
Memorandum Recorded:
|
|
Volume 21 Lease Records, Page 597.
|
|
OGL Recorded:
|
|
Volume 21, Lease Records, Page 598.
|
SIBLEY FEE LEASE NO. 14
|
|
|
|
|
NAVIGATOR FILE:
|
|
42-371-000365-00N
|
|
DATED:
|
|
August 24, 2011
|
|
LESSOR:
|
|
The Frost National Bank, Trustee of the Sarah Elaine Sibley Trust
|
|
LESSEE:
|
|
Navigator Oil & Minerals, Inc.
|
|
DESCRIPTION:
|
|
|
|
|
|
|
|
Block 8, H&GN Ry. Co. Survey
|
|
Section 39:
|
|
All, Pecos County, Texas, containing 640 acres, more or less.
|
|
|
|
|
Gross Acres:
|
|
640.00
|
|
Memorandum Recorded:
|
|
Volume 21 Lease Records, Page 604.
|
|
OGL Recorded:
|
|
Volume 21, Lease Records, Page 605.
|
SCHEDULE 3.1(c)
Guarantee Obligations
The Loan Parties have
those Guarantee Obligations as are contemplated under First Lien Loan Documents.
SCHEDULE 3.4
Consents, Authorizations, Filings and Notices
Consent from First Lien Lender is necessary to enter into this Agreement, which consent is provided in the First Lien Credit Agreement.
SCHEDULE 3.7
Litigation
|
•
|
|
On September 13, 2013, Discovery Operating, Inc., et al (“Discovery”), filed a petition for declaratory relief in Midland County, Texas requesting that the court confirm its rights under an oil and gas
lease covering portions of three sections of land in Midland County. The suit arose after Parsley leased what it believes to be unleased portions and strata of the same lands and filed a permit with the Texas Railroad Commission indicating its
intention to complete a well within a strata that Discovery contends it holds. Parsley filed an Answer and Counterclaim on October 4, 2013, and requested that the court award Parsley damages for the cost of recompleting the shallower depths as
well as lost production. Parsley considers Discovery’s contention’s meritless, and is optimistic about achieving a favorable resolution. Moreover, even an unfavorable outcome would not be material to Parsley’s Collateral taken as a
whole. Parsley discloses the dispute only because the strictest reading of Section 3.7 could require the dispute to be disclosed.
|
SCHEDULE 3.17
Capital Stock Ownership
The following are
Subsidiaries of Parsley Energy, LLC:
Parsley Energy, L.P.
Parsley Energy Operations, LLC
Parsley Energy Management, LLC
The following is
a Subsidiary of Parsley Energy Operations, LLC:
Parsley Energy Aviation, LLC
For the avoidance of doubt, Spraberry Production Services, LLC is owned 50% by Parsley Energy, L.P. and thus by definition is not a Subsidiary. The capital
structure of Spraberry Production Services, LLC is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
NAME
|
|
PERCENTAGE OF
OWNERSHIP
|
|
|
DATE
|
|
UNIT NO.
|
|
STATUS
|
|
Tex-Isle Supply, Inc.
|
|
|
50
|
%
|
|
08/27/2010
|
|
Uncertificated
|
|
Outstanding
|
|
10000 Memorial Dr., Suite 660
|
|
|
|
|
|
|
|
|
|
|
|
Houston, Texas 770241
|
|
|
|
|
|
|
|
|
|
|
|
Parsley Energy, L.P.
|
|
|
50
|
%
|
|
08/27/2010
|
|
Uncertificated
|
|
Outstanding
|
|
500 West Texas Ave., Suite 200
|
|
|
|
|
|
|
|
|
|
|
|
Midland, Texas 79701
|
|
|
|
|
|
|
|
|
|
|
SCHEDULE 3.19
Environmental Matters
|
•
|
|
On or about November of 2010 there was a saltwater spill/release from a reserve pit on the Hall 252 lease by Matlock Drilling. There were no administrative filings or actions related to the occurrence.
|
|
•
|
|
On August 10, 2013, there was a lightning strike to the Sheepshead saltwater disposal well. The lighting caused a fire which resulted in a steel tank bursting, and approximately 4,000 barrels of water and 75
barrels of skim oil were emptied on to the surrounding area. In addition to notifying the Texas Railroad Commission, the EPA was notified due to some of the spill collecting in a nearby dry draw. Parsley estimates the total cost of rebuilding the
saltwater disposal to be $460,000. The company has filed a property damage claim for the cost of replacing the equipment and a general liability claim for the environmental remediation, and believes that all costs will be covered by our insurance
policies.
|
|
•
|
|
On December 7, 2012, there was a flowback line blow out incident at the location of the Dusek 45-8 well in Midland County. There were no administrative filings or actions related to the occurrence.
|
SCHEDULE 3.21(a)-1
Security Agreement UCC Filing Jurisdictions
The
Secretary of State for the State of Texas.
The Secretary of State for the State of Delaware.
SCHEDULE 3.21(a)-2
UCC Financing Statements to Remain on File
|
1.
|
UCC Financing Statement, Texas 12-0036835977 naming Parsley Energy, L.P. as the debtor and Chambers Energy Management, LP, as Agent, as the secured party.
|
|
2.
|
UCC Financing Statement, Texas 12-0036836120 naming Parsley Energy Management, LLC as the debtor and Chambers Energy Management, LP, as Agent, as the secured party.
|
|
3.
|
UCC Financing Statement, Texas 13-0019719748 naming Parsley Energy Management, LLC as the debtor and Chambers Energy Management, LP, as Agent, as the secured party.
|
|
4.
|
UCC Financing Statement, Texas 13-0019179869 naming Parsley Energy Aviation, LLC as the debtor and Chambers Energy Management, LP, as Agent, as the secured party.
|
|
5.
|
UCC Financing Statement, Texas 13-0019179506 naming Parsley Energy Operations, LLC as the debtor and Chambers Energy Management, LP, as Agent, as the secured party.
|
|
6.
|
UCC Financing Statement, Delaware 2013 2311125 naming Parsley Energy, LLC as the debtor and Chambers Energy Management, LP, as Agent, as the secured party.
|
|
3.
|
UCC Financing Statement, Texas 13-0028983771 naming Parsley Energy Aviation, LLC as the debtor and Wells Fargo Bank, National Association, as Administrative Agent, as the secured party.
|
|
4.
|
UCC Financing Statement, Texas 13-0028984045 naming Parsley Energy Management, LLC as the debtor and Wells Fargo Bank, National Association, as Administrative Agent, as the secured party.
|
|
5.
|
UCC Financing Statement, Texas 13-0028984166 naming Parsley Energy Operations, LLC as the debtor and Wells Fargo Bank, National Association, as Administrative Agent, as the secured party.
|
|
6.
|
UCC Financing Statement, Texas 13-0028983892 naming Parsley Energy, L.P. as the debtor and Wells Fargo Bank, National Association, as Administrative Agent, as the secured party.
|
|
7.
|
UCC Financing Statement, Texas 13-0028983650 naming Parsley Energy, LLC as the debtor and Wells Fargo Bank, National Association, as Administrative Agent, as the secured party.
|
|
7.
|
UCC Financing Statement, Delaware 2013 3534857 naming Parsley Energy, LLC as the debtor and Wells Fargo Bank, National Association, as Administrative Agent, as the secured party.
|
|
8.
|
UCC Financing Statement, Texas 13-0010170912 naming Parsley Energy Aviation, LLC as the debtor and Community National Bank, as Administrative Agent, as the secured party, and as amended by UCC Financing Statement
Amendment, Texas 13-00112742.
|
SCHEDULE 3.21 (a)-3
UCC Financing Statements to be Terminated
None.
SCHEDULE 3.21(b)
Mortgage Filing Jurisdictions
The following
counties in Texas: Andrews, Dawson, Gaines, Glasscock, Howard, Irion, Martin, Menard, Midland, Pecos, Reagan, Reeves, and Upton.
SCHEDULE 3.24
Hedging Agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Counterparty
|
|
Description
|
|
Strike price(s)
|
|
|
Contracts
|
|
|
Beginning month
|
|
Expiration month
|
|
FCStone
|
|
Put spread
|
|
|
$90.00 / $50.00
|
|
|
|
5.0
|
|
|
Pre-closing
|
|
June 2014
|
|
FCStone
|
|
Put spread
|
|
|
$90.00 / $50.00
|
|
|
|
2.0
|
|
|
Pre-closing
|
|
June 2014
|
|
FCStone
|
|
Put spread
|
|
|
$90.00 / $50.00
|
|
|
|
2.0
|
|
|
Pre-closing
|
|
June 2014
|
|
FCStone
|
|
Put spread
|
|
|
$83.00 / $50.00
|
|
|
|
9.0
|
|
|
July 2014
|
|
July 2014
|
|
FCStone
|
|
Put spread
|
|
|
$80.00 / $60.00
|
|
|
|
9.0
|
|
|
August 2014
|
|
August 2014
|
|
FCStone
|
|
Put spread
|
|
|
$90.00 / $50.00
|
|
|
|
9.0
|
|
|
September 2014
|
|
September 2014
|
|
JPMorgan
|
|
Three-way
|
|
|
$100.00 / $90.00 / $56.75
|
|
|
|
7.5
|
|
|
Pre-closing
|
|
June 2014
|
|
FCStone
|
|
Long call
|
|
|
$110.00
|
|
|
|
5.0
|
|
|
Pre-closing
|
|
June 2014
|
|
FCStone
|
|
Long call
|
|
|
$110.00
|
|
|
|
2.0
|
|
|
Pre-closing
|
|
June 2014
|
|
FCStone
|
|
Put spread
|
|
|
$90.00 / $55.00
|
|
|
|
20.0
|
|
|
Pre-closing
|
|
July 2014
|
|
FCStone
|
|
Put spread
|
|
|
$90.00 / $55.00
|
|
|
|
8.0
|
|
|
Pre-closing
|
|
July 2014
|
|
FCStone
|
|
Put spread
|
|
|
$90.00 / $55.00
|
|
|
|
18.0
|
|
|
October 2013
|
|
July 2014
|
|
FCStone
|
|
Put spread
|
|
|
$90.00 / $55.00
|
|
|
|
13.0
|
|
|
February 2014
|
|
July 2014
|
|
FCStone
|
|
Put spread
|
|
|
$95.00 / $65.00
|
|
|
|
50.0
|
|
|
August 2014
|
|
October 2014
|
|
FCStone
|
|
Put spread
|
|
|
$90.00 / $65.00
|
|
|
|
20.0
|
|
|
May 2014
|
|
July 2014
|
|
JPMorgan
|
|
Three-way
|
|
|
$125.00 / $95.00 / $65.00
|
|
|
|
45.0
|
|
|
August 2014
|
|
October 2014
|
|
JPMorgan
|
|
Put spread
|
|
|
$85.00 / $50.00
|
|
|
|
6.0
|
|
|
August 2013
|
|
September 2013
|
|
JPMorgan
|
|
Three-way
|
|
|
$120.00 / $90.00 / $55.00
|
|
|
|
100.0
|
|
|
November 2014
|
|
January 2015
|
|
FCStone
|
|
Put spread
|
|
|
$85.00 / $60.00
|
|
|
|
100.0
|
|
|
February 2015
|
|
June 2015
|
|
JPMorgan
|
|
Put spread
|
|
|
$90.00 / $60.00
|
|
|
|
100.0
|
|
|
July 2015
|
|
February 2016
|
|
JPMorgan
|
|
Put spread
|
|
|
$90.00 / $60.00
|
|
|
|
20.0
|
|
|
January 2015
|
|
February 2016
|
SCHEDULE 3.26
Sale of Production
GAS PURCHASER CONTRACTS:
|
|
1.
|
Atlas Pipeline Mid-Continent Westtex, LLC (“Atlas”) – Gas Sales and Purchase Contract between Atlas (successor to Western Gas Resources, Inc.) and Parsley Energy Operations, LLC (successor to OGA
Operating L.L.C) dated May 7, 1999. Contract Number K3264.
|
|
|
2.
|
Atlas Pipeline Mid-Continent Westtex, LLC (“Atlas”) - Gas Purchase Agreement between Atlas and Parsley Energy, L.P. dated April 6, 2010. Contract Number K8425.
|
|
|
3.
|
Atlas Pipeline Mid-Continent Westtex, LLC (“Atlas”) - Gas Purchase Agreement between Atlas and Parsley Energy, L.P. dated November 1, 2010. Contract Number K8449.
|
|
|
4.
|
DCP Midstream, LP (“DCP”) - Gas Purchase Contract between DCP (successor to GPM Gas Corporation) and Parsley Energy Operations LLC (successor to Prime Operating Company), dated September 20, 1999.
Contract Number BEN0478-00R.
|
|
|
5.
|
DCP Midstream, LP (“DCP”) - Gas Purchase Contract between DCP and Parsley Energy, LLC (successor to Mak-J Energy Partners (TX) LTD.), dated March 1, 2009. Contract Number FUL0584000.
|
|
|
6.
|
DCP Midstream, LP (“DCP”) - Gas Purchase Contract between DCP and Parsley Energy Operations, LLC, dated February 1, 2012. Contract Number FUL0613000.
|
|
|
7.
|
DCP Midstream, LP (“DCP”) - Gas Purchase Contract between DCP (successor to Phillips 66 Natural Gas Company) and Parsley Energy Operations LLC (successor to Parker & Parsley Petroleum Company), dated
September 1, 1987. Contract Number SPR0155-03A.
|
|
|
8.
|
DCP Midstream, LP (“DCP”) - Gas Purchase Contract between DCP (successor to Phillips Petroleum Company) and Parsley Energy Operations LLC (successor to Petroleum Exploration and Operating Corporation), dated
July 10, 1972. Contract Number SPR0321-00.
|
|
|
9.
|
DCP Midstream, LP (“DCP”) – Gas Purchase Contract between DCP (successor to Phillips 66 Natural Gas Company) and Parsley Energy Operations LLC (successor to Parker & Parsley Petroleum Company),
dated May 1, 1988. Contract Number SPR0506- 00A.
|
|
|
10.
|
DCP Midstream, LP (“DCP”) - Gas Purchase Contract between DCP (successor to Duke Energy Field Services, LP) and Parsley Energy LLC (successor to Pioneer Natural Resources USA, Inc.) dated April 1, 2002.
Contract Number SPR 1000-01A.
|
|
|
11.
|
DCP Midstream, LP (“DCP”) - Gas Purchase Agreement Contract between DCP (successor to GPM Gas Corporation) and Parsley Energy Operations LLC (successor to Parsley Development L.P.), dated March 1, 1995.
Contract Number 1001-00R.
|
|
|
12.
|
DCP Midstream, LP (“DCP”) - Gas Purchase Contract between DCP (successor to Duke Energy Field Services, LP) and Parsley Energy LLC (successor to Clear Water, Inc.) dated October 1, 2005. Contract Number
SPR 1104-01.
|
|
|
13.
|
DCP Midstream, LP (“DCP”) - Gas Purchase Contract between DCP and Parsley Energy, LLC, dated November 1, 2011. Contract Number SPR 1181-000.
|
|
|
14.
|
WTG Gas Processing, L.P. (“WTG”) – Gas Purchase Contract between WTG and Parsley Energy Operations, LLC dated July 1, 2010. Contract Number 40-00069.
|
|
|
15.
|
WTG Gas Processing, L.P. (“WTG”) – Gas Purchase Contract between WTG and Parsley Energy Operations, LLC dated July 8, 2011. Contract Numbers 40-2011-23 & 41-2011-16.
|
|
|
16.
|
WTG Gas Processing, L.P. (“WTG”) – Gas Purchase Contract between WTG and Parsley Energy, L.P. and Parsley Energy Operations, LLC dated February 8, 2013. Contract Numbers 40-2013-14 &
41-2013-07.
|
|
|
17.
|
WTG Gas Processing, L.P. (“WTG”) – Gas Purchase Contract between WTG (successor to Adobe Resources Corporations) and Parsley Energy Operations, LLC (successor to Parker & Parsley Petroleum
Company) dated February 1, 1989. Contract Number 41- 00024.
|
|
|
18.
|
WTG Gas Processing, L.P. (“WTG”) – Gas Purchase Contract between WTG and Parsley Energy, L.P. dated May 1, 2010. Contract Number 41-00064.
|
SCHEDULE 3.28
Bank Accounts
|
|
|
|
|
|
|
Account Holder
|
|
Bank
|
|
Account Number
|
|
Parsley Energy Operations, LLC
|
|
Western National Bank
|
|
94003173
|
|
Parsley Energy Operations, LLC
|
|
Western National Bank
|
|
94003181
|
|
Parsley Energy Operations, LLC
|
|
Western National Bank
|
|
94003190
|
|
Parsley Energy Operations, LLC
|
|
Western National Bank
|
|
60006188
|
|
Parsley Energy, L.P
|
|
Western National Bank
|
|
80988113
|
SCHEDULE 3.30
Material Contracts
|
1.
|
All of the leases set forth on Schedule 1.1(b).
|
|
2.
|
Various Joint Operating, Farmout Agreements, and the like associated with the leases or other property set forth in Schedule 1.1(b).
|
|
3.
|
Various executory contracts or pending offers to purchase working interests from non- operators associated with the leases or other properties set forth in Schedule 1.1(b).
|
|
4.
|
Various IADC Form Drilling Contracts to drill, recomplete, or otherwise improve wells on the leases or other properties set forth on Schedule 1.1(b).
|
|
5.
|
Various executory orders for goods or services pursuant to master service contracts for exploration, development, or repair of the properties set forth on Schedule 1.1(b).
|
|
6.
|
That certain Lease Agreement by and between Midland FC, Ltd. as Lessor and Parsley Energy, L.P. as Lessee dated November 12, 2009, and amended on May 27, 2010, January 27, 2011, and June 1,
2012.
|
|
7.
|
That certain consulting agreement by and between XCEL Partners and Parsley Energy, L.P. dated March 5, 2013.
|
|
8.
|
All of the purchase contracts set forth on Schedule 3.26.
|
|
9.
|
That certain airplane loan by and between Parsley Energy Operations, LLC as Borrower and Community National Bank as Lender dated April 2, 2013 in the original loan amount of $2,756,000.
|
|
10.
|
That certain Business Security Agreement and the related documents in conjunction therewith associated with No. 9 above by and between Parsley Aviation, LLC (a subsidiary of Parsley Energy Operations, LLC) and
Community National Bank dated April 2, 2013.
|
|
11.
|
That certain Contract Operating Agreement by and between Parsley Energy, L.P. and Parsley Energy Operations, LLC dated January 1, 2010 as amended on June 11, 2013 to operate the properties set forth in
Schedule 1.1(b).
|
|
12.
|
That certain Sub-Contract Operating Agreement dated August 1, 2008 by and between Parsley Energy Operations, LLC and Parsley Petroleum Company as amended on January 1, 2011 pursuant to the First Amendment to
Sub-Contract Operating Agreement.
|
|
13.
|
That certain Sub-Sub Contract Operating Agreement by and between Parsley Energy Operations II, LLC as Contractor and Parsley Energy Operations, LLC as Sub- Contractor, and Parsley Petroleum Company as Operator dated
effective June 10, 2013.
|
|
14.
|
That certain Joint Development Agreement (Badger Deep Prospect, Upton County, Texas) by and between Merit Management Partners I, L.P., Merit Management Partners II, L.P., Merit Management Partners III, L.P., Merit
Energy Partners III, L.P., Merit Energy Partners D-III, L.P., Merit Energy Partners E-III, L.P., Merit Energy Partners F III, L.P., and Parsley Energy, L.P., Parsley Energy Operations, LLC, Riverbend Exploration & Production, LLC dated
August 1, 2011, and as amended on August 1, 2011.
|
|
15.
|
That certain Employment, Confidentiality, and Non-Competition Agreement, dated as of October 15, 2012, by and between Parsley Energy Operations, LLC and Landon Martin.
|
|
16.
|
That certain Employment, Confidentiality, and Non-Competition Agreement, dated as of June 10, 2013, by and between Parsley Energy Operations, LLC and Bryan Sheffield.
|
|
17.
|
That certain Employment, Confidentiality, and Non-Competition Agreement, dated as of June 26, 2013, by and between Parsley Energy Operations, LLC and Matthew Gallagher.
|
|
18.
|
That certain Employment, Confidentiality, and Non-Competition Agreement, dated as of June 19, 2013, by and between Parsley Energy Operations, LLC and Kara Wood.
|
|
19.
|
That certain Employment, Confidentiality, and Non-Competition Agreement, dated as of June 20, 2013, by and between Parsley Energy Operations, LLC and Kristin McClure.
|
|
20.
|
That certain Employment, Confidentiality, and Non-Competition Agreement, dated as of June 21, 2013, by and between Parsley Energy Operations, LLC and Michael Hinson.
|
|
21.
|
That certain Employment, Confidentiality, and Non-Competition Agreement, dated as of June 21, 2013, by and between Parsley Energy Operations, LLC and Paul Treadwell.
|
|
22.
|
That certain Employment, Confidentiality, and Non-Competition Agreement, dated as of June 20, 2013, by and between Parsley Energy Operations, LLC and Colin Roberts.
|
|
23.
|
That certain Employment, Confidentiality, and Non-Competition Agreement, dated as of December 18, 2012, by and between Parsley Energy Operations, LLC and Ryan Dalton.
|
|
24.
|
That certain Non-Solicitation Agreement, dated as of June 26, 2013, by and between Parsley Energy Operations, LLC and Isaac Hayes.
|
|
25.
|
That certain Non-Solicitation Agreement, dated as of June 26, 2013, by and between Parsley Energy Operations, LLC and Stephanie Reed.
|
|
26.
|
That certain Non-Solicitation Agreement, dated as of June 26, 2013, by and between Parsley Energy Operations, LLC and Brad Sublett.
|
|
27.
|
That certain Restated Company Agreement of Spraberry Production Services, LLC dated August 27, 2010 by and between Tex-Isle Supply, Inc. and Parsley Energy, L.P. Tex-Isle Supply, Inc. is an Affiliate of Diamond K
Interests, L.P.
|
|
28.
|
That certain Agreement for Negotiated Sale dated as of September 19, 2013 by and between Parsley Energy, L.P. and Chevron Corporation.
|
SCHEDULE 3.31
Burdensome Restrictions
None.
SCHEDULE 6.3(g)
Existing Liens
|
1.
|
Miscellaneous vehicle liens held by Wells Fargo Bank.
|
|
2.
|
Miscellaneous vehicle liens held by Ally Bank.
|
|
3.
|
Miscellaneous vehicle liens held by TCF Equipment Finance, Inc.
|
EXHIBIT A
FORM OF BORROWING NOTICE
|
|
|
|
|
To:
|
|
Chambers Energy Management, LP,
|
|
|
|
as Agent
|
|
|
|
600 Travis Street
|
|
|
|
Suite 7330
|
|
|
|
Houston, TX 77002
|
|
|
|
Attention: Robert Finch
|
|
|
|
Email: rfinch@chambersenergycapital.com
|
Reference is hereby made to that certain Amended and Restated Credit Agreement, dated as of October
[ ], 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “
Credit Agreement
”), by and among PARSLEY ENERGY, L.P., a Texas limited partnership
(“
Borrower
”), PARSLEY ENERGY MANAGEMENT , LLC, a Texas limited liability company, as General Partner, PARSLEY ENERGY, LLC, a Delaware limited liability company, as Holdings, the several banks and other financial institutions
or entities from time to time party thereto, and CHAMBERS ENERGY MANAGEMENT, LP, as Agent. Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings so defined.
Borrower hereby requests that a [Tranche A] [Tranche B] Loan be made on the date indicated below in the amount indicated below:
|
|
|
|
|
|
|
|
|
|
|
Tranche
|
|
Amount of Requested Loan
|
|
|
Date of Loan
|
|
|
|
|
|
|
Tranche [A][B]
|
|
$
|
[ ]
|
|
|
|
[
—
], 2013
|
|
Borrower hereby certifies that:
1. The representations and warranties of each Loan Party set forth in each Loan Document or which are contained in any certificate furnished
by or on behalf of any Loan Party pursuant to any Loan Document are true and correct on and as of the date hereof with the same effect as if made on the date hereof except for representations and warranties expressly stated to relate to a specific
earlier date, in which case such representations and warranties were true and correct as of such earlier date.
2. No Default or Event of
Default has occurred and is continuing as of the date hereof or will occur after giving effect to the Loans to be made on the date specified above.
A-1
3. Since [December 31, 2012]
1
[the Closing
Date]
2
, no development, event or circumstance that has had or would reasonably be expected to have a Material Adverse Effect has occurred and is continuing.
I understand that the Lenders are relying on the truth and accuracy of the foregoing in connection with the extension of credit to Borrower pursuant to the
Credit Agreement.
|
|
|
|
|
PARSLEY ENERGY, L.P.
|
|
|
|
|
By:
|
|
PARSLEY ENERGY MANAGEMENT, LLC,
|
|
|
|
its general partner
|
|
|
|
|
By:
|
|
|
|
|
|
Name:
|
|
|
|
Title:
|
Dated: [ ], 20[ ].
|
1
|
To be used for the initial loans to be made on the Closing Date.
|
|
2
|
To be used for any Additional Loans.
|
A-2
EXHIBIT B
FORM OF COMPLIANCE CERTIFICATE
[Letterhead of Borrower]
[date]
Chambers Energy Management, LP
600 Travis Street, Suite
7330
Houston, TX 77002
Attention: Robert Finch
Email: rfinch@chambersenergycapital.com
Telephone:
(713) 554-6779
Compliance Certificate
The undersigned, Bryan Sheffield, Chief Executive Officer of PARSLEY ENERGY MANAGEMENT, LLC, a Texas limited liability company (“
General
Partner
”) and the sole general partner of PARSLEY ENERGY, L.P., a Texas limited partnership, (“
Borrower
”), a Responsible Officer under the Credit Agreement referred to below, delivers this certificate in
accordance with the requirements of
Section 5.3(a)
of that certain Amended and Restated Credit Agreement, dated as of October [ ], 2013 (as amended, restated, supplemented or otherwise modified from time to time,
the “
Credit Agreement
”), by and among Borrower, General Partner, PARSLEY ENERGY, LLC, as Holdings, the several banks and other financial institutions or entities from time to time party thereto, and CHAMBERS ENERGY
MANAGEMENT, LP, as Agent. Capitalized terms used in this certificate, unless otherwise defined herein, shall have the meanings ascribed to them in the Agreement.
1. Based upon my review of the financial reports of Borrower for the [fiscal year] [calendar month] ending
, 20 (such date, the “
Calculation Date
”), copies of which are attached hereto, I hereby certify that [
complete only if
applicable at time of delivery
]:
|
|
(A)
|
[As of the Calculation Date, the Consolidated Current Ratio for the fiscal quarter then ended is to 1.00.
|
|
|
(B)
|
As of the Calculation Date, the Consolidated Leverage Ratio for the fiscal quarter then ended is to 1.00.
|
|
|
(C)
|
As of the Calculation Date, the Consolidated Cash Interest Coverage Ratio for the period of four consecutive fiscal quarters ending on the Calculation Date is to 1.00.
|
Attached hereto as
Annex A
are the calculations indicating compliance or non-compliance, as the case may be, with the foregoing
financial covenants.
B-1
2. Each Loan Party has observed or performed all of its covenants and other agreements, and
satisfied every condition contained in the Credit Agreement and other Loan Documents to which it is a party to be observed, performed or satisfied by it, and no Default or Event of Default exists on the date hereof[, other than:
].
3. [To the extent not previously disclosed to the Agent, attached hereto as
Annex B
is an updated listing of any Oil and Gas
Properties, Hydrocarbon Interests or Real Property acquired by any Loan Party and a listing of any Intellectual Property acquired by any Loan Party at a purchase price in excess of $1,000,000, in each case since the date of the most recent list
delivered (or, in the case of the first such list so delivered, since the Closing Date). The undersigned hereby confirms that the Agent is authorized to file or record financing statements and other filing or recording documents or instruments with
respect to the assets described on
Annex B
without the signature of any Loan Party, if permitted by law, in such form and in such offices as the Agent deems appropriate to perfect the security interests of the Agent in the
acquired assets.]
3
|
|
|
|
|
Very truly yours,
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
[
—
]
|
|
Title:
|
|
[
—
]
|
|
3
|
To be included in each monthly and annual Compliance Certificate.
|
B-2
Annex A
[insert calculations indicating compliance or non-compliance]
The information described herein is as of ,
201 , and pertains to the period from , 201 to ,
201 .
[Set Forth Calculations for the following covenants]
|
|
|
|
|
|
|
1.
Consolidated EBITDA
|
|
|
|
|
|
|
|
|
Consolidated Net Income
|
|
$
|
|
|
|
|
|
|
plus
without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period:
|
|
|
|
|
|
|
|
|
(a) income tax expense
|
|
$
|
|
|
|
|
|
|
(b) Consolidated Cash Interest Expense and PIK Interest expense of such Person, amortization or write-off of debt discount and debt issuance costs and
commissions, discounts and other fees and charges associated with Indebtedness
|
|
$
|
|
|
|
|
|
|
(c) depreciation and amortization expense
|
|
$
|
|
|
|
|
|
|
(d) amortization of intangibles (including, but not limited to, goodwill) and organization costs
|
|
$
|
|
|
|
|
|
|
(e) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of
such Consolidated Net Income for such period, losses on sales of assets)
|
|
$
|
|
|
|
|
|
|
(f) any other non-cash charges, including (in case of clause (e) and (f)), charges representing (i) accruals of or reserves for cash expenditures in a
future period, (ii) amortization of prepaid items paid in cash in a prior period or (iii) marked-to-market charges under any Hedging Agreements
|
|
$
|
|
|
|
|
|
|
minus
to the extent included in the statement of such Consolidated Net Income for such period:
|
|
|
|
|
|
|
|
|
the sum of (a) interest income (except to the extent deducted in determining Consolidated Cash Interest Expense or PIK Interest), (b) any
extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets) and (c) any other
non-cash income, including (in case of clauses (b) and (c)), marked-to-market gains under any Hedging Agreements, all as determined on a consolidated basis
|
|
($
|
|
)
|
B-3
|
|
|
|
|
|
|
minus
whether or not included in the statement of such Consolidated Net Income for such period:
|
|
|
|
|
|
|
|
|
all cash expenditures in such period for (A) previously accrued or reserved for charges or (B) prepaid items to be amortized in future periods.
|
|
($
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated EBITDA
|
|
$
|
|
|
|
|
|
|
2.
Consolidated Cash Interest Coverage
Ratio
to
|
|
|
|
|
|
|
|
|
(a) Consolidated EBITDA
|
|
$
|
|
|
|
|
|
|
(b) Consolidated Cash Interest Expense of the Borrower:
|
|
$
|
|
|
|
|
|
|
Consolidated Cash Interest Coverage Ratio for the applicable period
|
|
|
to
|
|
|
|
|
|
3.
Consolidated Current
Ratio
to
|
|
|
|
|
|
|
|
|
(a) (i) Consolidated Current Assets
|
|
$
|
|
|
|
|
|
|
plus
|
|
|
|
|
|
|
|
|
(ii) availability under the First Lien Credit Agreement
|
|
$
|
|
|
|
|
|
|
(i) + (ii) =
|
|
$
|
|
|
|
|
|
|
(b) Consolidated Current Liabilities
|
|
$
|
|
|
|
|
|
|
Consolidated Current Ratio for the applicable period
|
|
|
to
|
|
|
|
|
|
4.
Consolidated Leverage
Ratio
to
|
|
|
|
|
|
|
|
|
(a) Consolidated Total Debt
|
|
$
|
|
|
|
|
|
|
(b) Consolidated EBITDA
|
|
$
|
|
|
|
|
|
|
Consolidated Net Leverage Ratio for the applicable period
|
|
|
to
|
|
B-4
EXHIBIT C
[Reserved]
C-1
EXHIBIT D
FORM OF GUARANTEE AND SECURITY AGREEMENT
[provided separately]
D-1
EXHIBIT E
FORM OF INTERCREDITOR AGREEMENT
[provided separately]
E-1
EXHIBIT F
FORM OF MORTGAGE
[provided
separately]
F-1
EXHIBIT G
FORM OF PLEDGE AGREEMENT
[provided separately]
G-1
EXHIBIT H
FORM OF SOLVENCY CERTIFICATE
This
SOLVENCY CERTIFICATE (this “
Certificate
”) is delivered by the undersigned solely in his capacity as Chief Financial Officer of PARSLEY ENERGY MANAGEMENT, LLC, a Texas limited liability company (“
General
Partner
”) and the sole general partner of PARSLEY ENERGY, L.P., a Texas limited partnership, (“
Borrower
”) and [Chief Financial Officer] of Parsley Energy, LLC, a Delaware limited liability company,
(“
Holdings
”) in connection with and pursuant to that certain Amended and Restated Credit Agreement, dated as of [
—
]
[
—
], 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “
Credit Agreement
”), by and among Borrower, General Partner, Holdings,
the several banks and other financial institutions or entities from time to time party thereto, and CHAMBERS ENERGY MANAGEMENT, LP, as Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement.
A. I am, and since [
—
]
have been, the duly qualified and acting (i) Chief Financial Officer of General Partner and (ii) [Chief Financial Officer] of Holdings. Since [
—
], I have participated actively
in the management of the financial affairs of Borrower, General Partner and Holdings and am familiar with their financial statements. I have, together with other officers of General Partner and Holdings, as applicable, acted on behalf of Borrower in
connection with the negotiation of the Credit Agreement and the other agreements and documents contemplated thereby, and I am familiar with the terms and conditions thereof.
B. I have carefully reviewed the contents of this Certificate, and have conferred with counsel for the Loan Parties for the purpose of
discussing the meaning of the defined terms in this Certificate.
C. In connection with preparing for the consummation of the borrowing
under the Credit Agreement (the “
Financing
”), I have participated in the preparation of, and I have reviewed, projections (the “
Projections
”) of financial position, net income and cash flows for the
Loan Parties and their Subsidiaries for the fiscal years [
—
] through [
—
], which give effect to the consummation of the
Financing and assume that the debt obligations of the Loan Parties and their Subsidiaries will be paid from the cash flow generated by the operations of the Loan Parties and their Subsidiaries and other cash resources, including the Financing. No
facts have come to my attention which have occurred since the Projections were prepared that would lead me to believe that the Projections are inaccurate or misleading in any material respect.
D. I have also participated in the preparation of, and I have reviewed, the Pro Forma Balance Sheet, as well as additional information
respecting the assets and liabilities of Borrower and its Subsidiaries available to such Persons as of the date hereof.
E. In connection
with the preparation of the Projections, I have made such investigations and inquiries as I have deemed necessary and prudent therefor and, specifically, have relied on historical information with respect to revenues, expenses and other relevant
items supplied by the appropriate personnel of the Loan Parties and their Subsidiaries directly responsible for the various operations involved. The material assumptions upon which the Projections are based are stated therein. Although any
assumptions and any projections by necessity involve uncertainties and approximations, I believe, based on my discussions with other members of management, that the assumptions on which the Projections are based are reasonable in light of the
relevant facts and circumstances. Based thereon, I
H-1
believe that the Projections for the Loan Parties, provide reasonable estimations of future performance based on the assumptions provided therein, subject to the uncertainties and approximations
inherent in any projections.
Based on the foregoing, I have reached the following conclusions:
1. From and after giving effect to all transactions to be consummated, including, but not limited to (i) the loans made on the Funding
Date pursuant to the Credit Agreement (the “
Loans
”), (ii) the application of the proceeds of the Loans in accordance with Section 5.14 of the Credit Agreement, and (iii) the payment of all estimated legal,
accounting and other fees related thereto, the Loan Parties and their Subsidiaries are Solvent. My conclusion expressed above takes into account the Pro Forma Balance Sheet.
2. By the incurrence of the Obligations under the Credit Agreement, the Loan Parties will not, and will cause each Subsidiary not to, incur
liabilities beyond their ability to pay as such liabilities mature. I have concluded that the realization of current assets in the ordinary course of business, cash on hand and available credit capacity should be sufficient to pay recurring debt and
short-term and long-term debt service as such debts mature, and that the cash flow (including earnings plus non-cash charges to earnings) and refinancings should be sufficient to provide cash necessary to repay the Loans, the other Obligations and
other long-term indebtedness as such debt matures.
3. No Loan Party has executed the Credit Agreement or any documents mentioned therein,
or made any transfer or incurred any obligations thereunder, with actual intent to hinder, delay or defraud either present or future creditors.
I
understand that the Lenders are relying on the truth and accuracy of the foregoing in connection with the extension of credit to Borrower pursuant to the Credit Agreement.
[
Signature Page Follows
]
H-2
In my capacity as the Chief Financial Officer of General Partner and the [Chief Financial Officer] of Holdings, I
represent the foregoing information to be, to the best of my knowledge and belief, true and correct and execute this Certificate on behalf of Borrower and each of the other Loan Parties as of the date first written above.
Dated: , 2013.
H-3
EXHIBIT I
FORM OF NOTE
PARSLEY
ENERGY, L.P.
THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND
PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.
|
|
|
|
|
$
|
|
New York, New York
|
|
|
|
,
|
|
|
|
(Issuance Date)
|
THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTION 1272, 1273 AND 1275 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED. YOU MAY CONTACT RYAN DALTON, THE CHIEF EXECUTIVE OFFICER OF THE GENERAL PARTNER OF THE BORROWER, AT 500 W. TEXAS, SUITE 200, MIDLAND, TX 79701, FACSIMILE: 432-686-7011, WHO WILL PROVIDE YOU WITH ANY REQUIRED INFORMATION
REGARDING THE ORIGINAL ISSUE DISCOUNT.
FOR VALUE RECEIVED, the undersigned, PARSLEY ENERGY, L.P., a Texas limited partnership
(“
Borrower
”), hereby unconditionally promises to pay to , a (the
“
Lender
”) or its registered assigns at the Payment Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States of America and in immediately available funds, the principal amount of
(a) ($ ), or (b) if less, the unpaid principal amount of the Loans made by the Lender pursuant to Section 2.1 of
the Credit Agreement. The principal amount shall be paid in the amounts and on the dates specified in Article II of the Credit Agreement. Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from
time to time outstanding at the rates and on the dates specified in Section 2.8 of the Credit Agreement.
The holder of this Note is
authorized to indorse, on
Schedule A
annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, the date and amount of the Loans and the date and amount of each payment or
prepayment of principal with respect thereto or amount of earned, accrued and unpaid interest outstanding under this Note. Each such indorsement shall constitute
prima facie
evidence of the accuracy of the information indorsed. The failure to
make any such indorsement or any error in any such indorsement shall not affect the obligations of Borrower in respect of the Loans.
This
Note (a) is one of the Notes referred to in that certain Amended and Restated Credit Agreement dated as of October [ ], 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to
time, the “
Credit Agreement
”), among Borrower, Parsley Energy Management, LLC, as General Partner, Parsley Energy, LLC, as Holdings, the several banks and financial institutions from time to time party thereto and Chambers
Energy Management, LP, as Agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed
as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and
conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof.
I-1
Upon the occurrence of any Event of Default, the unpaid principal balance of this Note and all
accrued, earned and unpaid interest thereon shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement.
All parties now and hereafter liable with respect to this Note, whether as maker, principal, surety, guarantor, indorser or otherwise, hereby
waive presentment for payment, demand, protest and all other notices of any kind.
Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 9.7 OF THE CREDIT AGREEMENT.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
There are no unwritten or oral agreements between Borrower and the Lenders.
IN WITNESS HEREOF, this Note is executed and effective as of the date first written above.
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PARSLEY ENERGY, L.P.
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By:
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PARSLEY ENERGY MANAGEMENT, LLC,
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its general partner
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By:
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Name:
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Title:
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I-2
Schedule A
to Note
LOANS AND REPAYMENTS OF
LOANS
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Amount of
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Principal of Loans
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Unpaid Principal
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Date
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Amount of Loans
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Repaid
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Balance of Loans
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Notation Made By
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I-3
EXHIBIT J
FORM OF EXEMPTION CERTIFICATE
Reference is made to that certain Amended and Restated Credit Agreement, dated as of October [ ], 2013 (as the
same may be amended, restated, supplemented or otherwise modified from time to time, the “
Credit Agreement
”), among PARSLEY ENERGY, L.P., a Texas limited partnership (“
Borrower
”), PARSLEY ENERGY
MANAGEMENT , LLC, a Texas limited liability company, as General Partner, PARSLEY ENERGY, LLC, a Delaware limited liability company, as Holdings, the several banks and other financial institutions or entities from time to time party thereto and
CHAMBERS ENERGY MANAGEMENT, LP, as Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
(the
“
Non-U.S. Lender
”) is providing this certificate pursuant to Section 2.11(d) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants that:
1. The Non-U.S. Lender is the sole record and beneficial owner of the Loans or the obligations evidenced by the Note(s) in respect of which it
is providing this certificate.
2. The Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Internal
Revenue Code of 1986, as amended (the “
Code
”). In this regard, the Non-U.S. Lender further represents and warrants that:
(a) the Non-U.S. Lender is not subject to regulatory or other legal requirements as a bank in any jurisdiction; and
(b) the Non-U.S. Lender has not been treated as a bank for purposes of any tax, securities law or other filing or
submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements;
3. The Non-U.S. Lender is not a 10-percent shareholder of Borrower within the meaning of Section 881(c)(3)(B) of the Code; and
4. The Non-U.S. Lender is not a controlled foreign corporation receiving interest from a related person within the meaning of
Section 881(c)(3)(C) of the Code.
[
Signature Page Follows
]
J-1
IN WITNESS WHEREOF, the undersigned has executed this Exemption Certificate as of the date set
forth below.
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[NAME OF NON-U.S. LENDER]
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By:
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Name:
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Title:
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Date: , 201 .
J-2
EXHIBIT K
FORM OF ASSIGNMENT AND ACCEPTANCE
This ASSIGNMENT AND ACCEPTANCE, dated as of ,
(this “
Assignment and Acceptance
”), is between , a
(the “
Assignor
”), and , a
(the “
Assignee
”).
Reference is made to
that certain Amended and Restated Credit Agreement, dated as of October [ ], 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “
Credit
Agreement
”), among PARSLEY ENERGY, L.P., a Texas limited partnership (“
Borrower
”), PARSLEY ENERGY MANAGEMENT , LLC, a Texas limited liability company, as General Partner, PARSLEY ENERGY, LLC, a Delaware limited
liability company, as Holdings, the several banks and other financial institutions or entities from time to time party thereto, and CHAMBERS ENERGY MANAGEMENT, LP, as Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.
The Assignor and Assignee hereby agree as follows:
1. Subject to and in accordance with the terms of the Credit Agreement and the other Loan Documents, the Assignor hereby sells and assigns to
the Assignee, and the Assignee hereby purchases and assumes from the Assignor, [all of] [an interest in] the Assignor’s right, title and interest in, and obligations with respect to, the Loans and the Loan Documents equal to the Loan Percentage
specified in Section 1 to
Schedule I
hereto (the “
Assigned Interest
”). The Commitments and principal amount of the Loans assigned to the Assignee are set forth in Section 1 to
Schedule I
and
Commitments and principal amount of the Loans retained by the Assignor after giving effect to such sale and assignment are set forth in Section 2 of such
Schedule I
.
2. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the
transactions contemplated hereby; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; (c) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the Loan Parties or any other obligor or the performance or observance by the Loan Parties or any other obligor of any of their respective obligations under the Credit Agreement or
any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (d) attaches any Note held by it evidencing the Assigned Interest and requests that the Agent, upon request by the Assignee, request Borrower
to cancel the attached Note (if any) and issue in exchange therefor (i) a new Note payable to the Assignee and (ii) if the Assignor has retained any interest in the Loans held, and other rights and obligations under the Credit Agreement, a
new Note payable to the Assignor, in each case in amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date, as defined below).
3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms
that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 5.1 thereof and such other documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Agents or any other Lender and based on such documents and information as it shall deem
appropriate at the
K-1
time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto
or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant
hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its
terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to
Section 2.11(d) of the Credit Agreement.
4. The effective date of this Assignment and Acceptance shall be the effective date of
assignment described in Section 3 to
Schedule 1
hereto (the “
Effective Date
”). Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and recording
by the Agent pursuant to the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Agent, be earlier than five Business Days after the date of such acceptance and recording by the Agent).
5. Upon such acceptance and recording, from and after the Effective Date the Agent shall make all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued prior to the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective Date.
6. From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and
Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.
7. This Assignment and Acceptance
shall be governed by and construed in accordance with the laws of the State of New York.
8. This Assignment and Acceptance may be
executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of
an executed counterpart of this Assignment and Acceptance by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance.
K-2
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed
by their respective duly authorized officers as of the date first above written.
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ASSIGNOR:
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ASSIGNEE:
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By:
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By:
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Name:
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Name:
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Title:
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Title:
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Accepted:
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CHAMBERS ENERGY MANAGEMENT, LP, as Agent
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By:
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Name:
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Title:
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K-3
Schedule I
to
Assignment and
Acceptance
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Section 1.
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Loan Percentage assigned to Assignee:
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%
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Loans assigned to Assignee:
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$
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Aggregate Outstanding Principal Amount of Loans Assigned to Assignee:
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$
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Section 2.
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Loan Percentage retained by Assignor:
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%
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Loans retained by Assignor:
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$
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Aggregate Outstanding Principal Amount of Loans retained by Assignor:
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$
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Section 3.
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Effective Date:
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,
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K-4
