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As filed with the Securities and Exchange Commission on January 10, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PARSLEY ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 46-4314192 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
303 Colorado Street, Suite 3000
Austin, Texas 78701
(737) 704-2300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Colin W. Roberts
Executive Vice President—General Counsel
303 Colorado Street, Suite 3000
Austin, Texas 78701
(737) 704-2300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Julian J. Seiguer, P.C.
Michael W. Rigdon
Kirkland & Ellis LLP
609 Main Street, Suite 4500
Houston, Texas 77002
(713) 836-3600
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to registered 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered |
Amount to be Registered(1) |
Proposed
Maximum
per Share |
Proposed
Maximum
Offering Price(3) |
Amount of
Registration Fee(4) |
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Secondary Offering: |
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Class A common stock, par value $0.01 per share |
65,412,650 | (2) | $1,203,592,760.00 | $156,226.34 | ||||
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| (1) |
Represents the shares of Class A common stock, par value $0.01 per share (“Class A common stock”), of Parsley Energy, Inc. (the “Company” or the “Registrant”) issued to the selling stockholders named herein, in connection with that certain Merger Agreement (as defined herein). Pursuant to Rule 416(a) under the Securities Act, the number of Class A common stock being registered on behalf of the selling stockholders shall be adjusted to include any additional Class A common stock that may become issuable as a result of any stock dividend, stock split, distribution, combination or similar transaction. |
| (2) |
With respect to the offering of shares of Class A common stock by the selling stockholders, the proposed maximum offering price per common share will be determined from time to time in connection with, and at the time of, a sale by the holder of such securities. |
| (3) |
Pursuant to Rule 457(c) of the Securities Act of 1933, as amended, the price shown is the average of the high and low sales prices of the Registrant’s Class A common stock on January 9, 2020, as reported on the New York Stock Exchange. |
| (4) |
On January 31, 2017, 26,500,000 shares of Jagged Peak common stock were registered by Jagged Peak on Form S-8 (File No. 333-215830) (the “Jagged Peak S-8”) with respect to the Jagged Peak Plan. A registration fee of $44,841.71 (the “Jagged Peak S-8 Fee”) was paid in connection with the filing of the Jagged Peak S-8. The unused portion of the Jagged Peak S-8 Fee previously paid is equal to $16,179.67 (the “Offset”). Pursuant to Rule 457(p) of the Securities Act, the Offset has been applied to the currently due filing fee. Following such offset, a filing fee of $140,046.67 is due in connection with this Registration Statement. |
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PROSPECTUS
Parsley Energy, Inc.
65,412,650 Shares of Class A common stock
This prospectus relates to the offer and resale of up to an aggregate of 65,412,650 shares of Class A common stock, par value $0.01 per share (“Class A common stock”), of Parsley Energy, Inc. (the “Company” or the “Registrant”) by Q-Jagged Peak (as defined below), the selling stockholder identified in this prospectus (together with any other selling stockholder that may be subsequently added hereto, the “selling stockholders”). The Class A common stock offered under this prospectus was issued to such selling stockholder in accordance with the terms of, and transactions contemplated by, that certain Agreement and Plan of Merger, dated as of October 14, 2019 (the “Merger Agreement”), by and among the Company, Jagged Peak Energy Inc., a Delaware corporation (“Jagged Peak”), and Jackal Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company. On January 10, 2020, the transactions contemplated by the Merger Agreement (the “Merger”) closed and, pursuant to the Merger Agreement, each eligible share of the Jagged Peak common stock, par value $0.01 per share (“Jagged Peak common stock”), issued and outstanding immediately prior to the effective time of the Merger, was automatically converted into the right to receive 0.447 shares of Class A common stock with cash paid in lieu of the issuance of fractional shares. Shares of Class A common stock registered hereunder represent shares of Class A common stock that were issued to the selling stockholder in connection with the Merger as consideration for shares of Jagged Peak common stock held by such selling stockholder prior to the closing of the Merger.
Pursuant to this prospectus, the selling stockholders are permitted to offer shares of our Class A common stock from time to time, if and to the extent as they may determine, through public or private transactions or through other means described in the section of this prospectus entitled “Plan of Distribution” at prevailing market prices, at prices different than prevailing market prices or at privately negotiated prices. The selling stockholders may sell shares through agents they select or through underwriters and dealers they select. The selling stockholders also may sell shares directly to investors. If the selling stockholders use agents, underwriters or dealers to sell the shares, we will name such agents, underwriters or dealers and describe any applicable commissions or discounts in a supplement to this prospectus if required.
We are registering the offer and sale of 65,412,650 shares of Class A common stock hereunder pursuant to that certain Registration Rights Agreement, dated as of October 14, 2019 (the “Registration Rights Agreement”), between the Company and Q-Jagged Peak Energy Investment Partners, LLC, a Delaware limited liability company (“Q-Jagged Peak”), which we entered into in connection with our entry into the Merger Agreement. We have agreed to bear all of the expenses incurred in connection with the registration of these shares of Class A common stock. The selling stockholders will pay or assume underwriting fees, discounts and commissions or similar charges, if any, incurred in the sale of these shares of Class A common stock.
The selling stockholders identified in this prospectus are offering all of the shares of Class A common stock included under this prospectus. We will not receive any proceeds from the sale of shares of our Class A common stock by the selling stockholders.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should carefully read this prospectus and any prospectus supplement or amendment before you invest. You also should read the documents we have referred you to in the “Available Information” and the “Incorporation of Certain Documents by Reference” sections of this prospectus for information about us and our financial statements.
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Our Class A common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “PE.” On January 9, 2020, the closing price of our Class A common stock on the NYSE was $18.44 per share.
Our principal executive offices are located at 303 Colorado Street, Suite 3000, Austin, Texas 78701, and our telephone number at that address is (737) 704-2300.
Investing in our Class A common stock involves risks. You should read carefully this prospectus, the documents incorporated by reference into this prospectus and any prospectus supplement before you invest. See “Risk Factors” beginning on page 6 of this prospectus for information on certain risks related to the purchase of our securities.
Neither the SEC 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.
The date of this prospectus is January 10, 2020.
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We and the selling stockholders have not authorized anyone to provide any information other than that contained or incorporated by reference into this prospectus or any free writing prospectus prepared by us or on our behalf or to which we have referred you. We can take no responsibility for, and can provide no assurances as to the reliability of, any information that others may give you. We are not, and the selling stockholders are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of the prospectus, or that the information contained in any document incorporated by reference into this prospectus is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or of any sale of the Class A common stock. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”
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This prospectus is part of a registration statement on Form S-3 (the “Registration Statement”) that we have filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, the selling stockholders may use this prospectus to offer and sell up to an aggregate of 65,412,650 shares of our Class A common stock from time to time. This prospectus generally describes Parsley Energy, Inc. and the Class A common stock that the selling stockholders may offer. The selling stockholders will deliver a prospectus supplement with this prospectus, to the extent appropriate, to update the information contained in this prospectus. The selling stockholders may sell their shares of Class A common stock through any means described below under the heading “Plan of Distribution.”
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the Registration Statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Available Information.”
As used in this prospectus, references to the “Company,” “we,” “our,” “us” or like terms mean Parsley Energy, Inc. and its consolidated subsidiaries unless we state otherwise or the context otherwise requires.
We are an independent oil and natural gas company focused on the acquisition, development, exploration and production of unconventional oil and natural gas properties in the Permian Basin. The Permian Basin is located in west Texas and southeastern New Mexico and is 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. Parsley’s properties are located in two sub areas of the Permian Basin, the Midland and Delaware Basins, where, given the associated returns, it focuses predominantly on horizontal development drilling.
Our principal executive offices located at 303 Colorado Street, Suite 3000, Austin, Texas 78701. Our telephone number at that address is (737) 704-2300. Our Class A common stock is listed on the NYSE under the symbol “PE.” Information contained on our website, www.parsleyenergy.com, does not constitute a part of this prospectus.
For additional information about our company, please read the documents listed under the heading “Incorporation of Certain Documents by Reference.”
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
SEC rules allow us to “incorporate by reference” into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, except for any information that is superseded by information included directly in this prospectus. You should not assume that the information in this prospectus is current as of any date other than the date on the cover page of this prospectus.
This prospectus incorporates by reference the documents listed below, and any subsequent filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (excluding any portion of such documents that have been “furnished” rather than “filed” for purposes of the Exchange Act) until all offerings under this Registration Statement are completed or terminated:
| (a) |
our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 27, 2019 (File No. 001-36463); |
| (b) |
our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, filed with the SEC on May 3, 2019, August 8, 2019 and November 7, 2019, respectively (File No. 001-36463); |
| (c) |
our Current Reports on Form 8-K filed with the SEC on February 15, 2019, February 26, 2019, April 24, 2019, May 28, 2019, July 25, 2019, October 15, 2019, November 18, 2019, January 2, 2020, January 9, 2020 and January 10, 2020; |
| (d) |
the information specifically incorporated by reference into the Annual Report on Form 10-K for the year ended December 31, 2018 from our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 8, 2019; |
| (e) |
the description of our Class A common stock set forth in the Registration Statement on Form 8-A12B (File No. 001-36463), filed with the SEC on May 20, 2014, including any amendment to that form that we may file in the future for the purpose of updating the description of our Class A common stock. |
Any statement made in this prospectus or in any prospectus supplement or amendment or in a document incorporated by reference into this prospectus or in any prospectus supplement or amendment will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that is incorporated by reference into this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You can obtain any of the filings incorporated by reference into this prospectus through us or from the SEC through the SEC’s website at http://www.sec.gov. We will provide, without charge, to each person to whom a copy of this prospectus is delivered, upon written or oral request of such person, a copy of any or all of the reports and documents referred to above which have been or may be incorporated by reference into this prospectus.
You should direct requests for those documents to:
Parsley Energy, Inc.
303 Colorado Street, Suite 3000
Austin, Texas 78701
Attention: Legal Department
(737) 704-2300
Our Annual Report on Form 10-K and other reports and documents incorporated by reference herein may also be found in the “Investor Relations” section of our website at www.parsleyenergy.com. Our website and the information contained in it or connected to it shall not be deemed to be incorporated into this prospectus or any registration statement of which it forms a part.
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We file annual, quarterly, current and other reports and other information with the SEC. Our filings are also available to the public from commercial document retrieval services and through the SEC’s website at http://www.sec.gov.
Our Class A common stock is listed and traded on the NYSE under the symbol “PE.” Our reports and other information filed with the SEC can also be inspected at the offices of the NYSE at 20 Broad Street, New York, New York 10005.
We also make available free of charge on our website at www.parsleyenergy.com all of the documents that we file with the SEC as soon as reasonably practicable after we electronically file such material with the SEC. Information contained on our website is not incorporated by reference into this prospectus.
This prospectus is part of a Registration Statement that we have filed with the SEC relating to the securities to be offered. This prospectus does not contain all of the information we have included in the Registration Statement and the accompanying exhibits and schedules in accordance with SEC rules and regulations, and we refer you to the omitted information. The statements made in this prospectus pertaining to the content of any contract, agreement or other document that is an exhibit to the Registration Statement are summaries of their material provisions and do not describe all exceptions and qualifications contained in those contracts, agreements or documents. You should read those contracts, agreements or documents for information that may be important to you. The Registration Statement, exhibits and schedules are available through the SEC’s website.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Various statements contained in or incorporated by reference into this prospectus that express a belief, expectation, or intention, or that are not statements of historical fact, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. These forward-looking statements include statements, projections and estimates concerning our operations, performance, business strategy, oil and natural gas reserves, drilling program, capital expenditures, liquidity and capital resources, the timing and success of specific projects, outcomes and effects of litigation, claims and disputes, derivative activities, potential financing, prospects, plans and objectives of management are forward-looking statements. Forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “could,” “may,” “foresee,” “plan,” “goal” or other words that convey the uncertainty of future events or outcomes. Forward-looking statements are not guarantees of performance. We have based these forward-looking statements on our current expectations and assumptions about future events. These statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. Actual results may differ materially from those implied or expressed by the forward-looking statements. These forward-looking statements speak only as of the date of this prospectus, or if made earlier, as of the date they were made. We disclaim any obligation to update or revise these statements unless required by law, and we caution you not to rely on them unduly. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties relating to, among other matters, the risks discussed under the heading “Risk Factors” and elsewhere in our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and any subsequently filed Current Reports on Form 8-K (other than, in each case, information “furnished” rather than “filed” for purposes of the Exchange Act), all of which are incorporated by reference into this prospectus, and any risk factors included in any applicable prospectus supplement.
Forward-looking statements may include statements about our:
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business strategy; |
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reserves; |
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leasehold, minerals or business acquisitions or divestitures, including our recent Merger with Jagged Peak; |
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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, natural gas, and natural gas liquids (“NGLs”) prices; |
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timing and amount of future production of oil, natural gas and NGLs; |
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hedging strategy and results; |
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future drilling plans; |
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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, natural gas and NGLs; |
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costs of developing our properties; |
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general economic conditions; |
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credit markets; |
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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. |
We caution you that these forward-looking statements are subject to 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, natural gas and NGLs. 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 the heading “Risk Factors” in our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and any subsequently filed Current Reports on Form 8-K (other than, in each case, information “furnished” rather than “filed” for purposes of the Exchange Act), which are incorporated by reference herein.
Additionally, we caution you that reserve engineering is a process of estimating underground accumulations of oil, natural gas and NGLs 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, natural gas and NGLs 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 note. This cautionary note 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 cautionary note, to reflect events or circumstances after the date of this prospectus.
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An investment in our Class A common stock involves a significant degree of risk. Before you invest in our Class A common stock you should carefully consider those risk factors described under, but not limited to, the heading “Risk Factors” in our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q, any subsequently filed Current Reports on Form 8-K (other than, in each case, information “furnished” rather than “filed” for purposes of the Exchange Act) and any risk factors contained in other documents or reports that we file with the SEC that are incorporated or deemed to be incorporated by reference into this prospectus, and those risk factors that may be included in any applicable prospectus supplement, together with all of the other information included in this prospectus, any prospectus supplement and the documents we incorporate by reference, in evaluating an investment in our securities. If any of these risks were to occur, our business, financial condition or results of operations could be materially adversely affected. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations and financial condition. Please read “Cautionary Note Regarding Forward-Looking Statements.”
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This prospectus covers the offering for resale of up to 65,412,650 shares of Class A common stock that may be offered and sold from time to time under this prospectus by the selling stockholder identified below, subject to any appropriate adjustment as a result of any stock dividend, stock split or distribution, or in connection with a combination of shares, and any security into which such shares of Class A common stock shall have been converted or exchanged in connection with a recapitalization, reorganization, reclassification, merger, consolidation, exchange, distribution or otherwise.
The selling stockholder acquired the shares of Class A common stock offered hereby in connection with the closing of the Merger as consideration for shares of Jagged Peak common stock held by such selling stockholder prior to the closing of the Merger on January 10, 2020. On October 14, 2019, we entered into the Registration Rights Agreement with the selling stockholder pursuant to which we were obligated to prepare and file this Registration Statement to permit the resale of certain shares of Class A common stock held by the selling stockholder from time to time as permitted by Rule 415 promulgated under the Securities Act.
We have prepared the following table, and the related footnotes to such table, based on information supplied to us by the selling stockholder and such information is as of January 10, 2020. We have not sought to verify such information. We believe, based on information supplied by the selling stockholder, that except as may otherwise be indicated in the footnotes to the table below, the selling stockholder has sole voting and dispositive power with respect to the shares of Class A common stock reported as beneficially owned. Because the selling stockholder identified in the table may sell some or all of the shares of Class A common stock it owns, which are included in this prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares of Class A common stock, no estimate can be given as to the number of the shares of Class A common stock available for resale hereby that will be held by the selling stockholder upon termination of this offering. In addition, the selling stockholder may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the shares of Class A common stock it holds in transactions exempt from the registration requirements of the Securities Act after the date on which the selling stockholders provided the information set forth in the table below. We have, therefore, assumed for the purposes of the following table that the selling stockholder will sell all of the shares of Class A common stock that it beneficially owns that are covered by this prospectus. The selling stockholder is not obligated to sell any of the shares of Class A common stock offered by this prospectus. As of January 9, 2020, we had 281,241,443 shares of Class A common stock outstanding. In order to give effect to the Merger, the percent of beneficial ownership for the selling stockholder is based on 377,749,793 shares of Class A common stock that we anticipate will be outstanding immediately following the effective time of the Merger (without netting any share withholdings for tax purposes in connection with the issuance of Class A common stock pursuant to vested equity awards) on January 10, 2020.
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Shares of Class A common stock
Beneficially Owned Prior to the Offering(1) |
Shares of Class A
common stock Offered Hereby |
Shares of Class A common
stock Beneficially Owned After Completion of the Offering(2) |
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| Number | Percentage | Number | Percentage | ||||||||||||||||||||||
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Selling stockholders: |
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Q-Jagged Peak Energy Investment Partners(3) |
65,412,650 | 17.3% | 65,412,650 | — | — % | ||||||||||||||||||||
| (1) |
The amounts and percentages of Class A common stock beneficially owned are reported on the basis of SEC rules and regulations governing the determination of beneficial ownership of securities. Under Rule 13d-3 of the Exchange Act, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power over such security, which includes the power to vote or direct the voting of such security, or investment power over such security, which includes the power to dispose of or to direct the disposition of such security. Under the applicable SEC rules and regulations, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. |
| (2) |
Assumes the selling stockholder disposes of all of the shares of Class A common stock covered by this prospectus and does not acquire beneficial ownership of any additional shares of our Class A common stock. |
| (3) |
QEM V, LLC (“QEM V”) is the managing member of Q-Jagged Peak. QEM V may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. QEM V disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. Any decision taken by QEM V to vote, or direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Jagged Peak has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. (“Mr. VanLoh”). Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities. Mr. VanLoh also holds 3,589 unvested time-based restricted stock units which are not reflected in the table. The mailing address for Q-Jagged Peak is 800 Capitol Street, Suite 3600, Houston, Texas 77002. |
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As of January 9, 2020, our authorized capital stock consisted of 600,000,000 shares of Class A common stock, of which 282,260,133 were issued and 281,241,443 were outstanding and, following the effective time of the Merger, we anticipate 377,749,793 shares will be issued and 377,749,793 will be outstanding (without netting any share withholdings for tax purposes in connection with the issuance of Class A common stock pursuant to vested equity awards); 125,000,000 shares of Class B common stock, $0.01 par value per share (“Class B common stock”), of which 35,420,258 were issued and outstanding; and 50,000,000 shares of preferred stock, par value $0.01 per share, of which no shares were issued and outstanding. The following summary of our capital stock, amended and restated certificate of incorporation and amended and restated bylaws does not purport to be complete and is qualified in its entirety by reference to the provisions of applicable law and to our amended and restated certificate of incorporation and amended and restated bylaws.
Class A Common Stock
Voting Rights. Holders of shares of our Class A common stock are entitled to one vote per share held of record on all matters to be voted upon by the stockholders. The holders of shares of our 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 shares of our Class A common stock are entitled to receive ratably the assets available for distribution to the stockholders 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
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 stockholders. 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 stockholders for their vote or approval, except with respect to the amendment of certain provisions of our amended and restated 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 adopted 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 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 our liquidation or winding up.
Exchange Right. Each holder of shares of our Class B common stock holds an equal number of units (“PE Units”) in Parsley Energy, LLC (“Parsley LLC”). In accordance with the terms of the Fourth Amended and Restated Limited Liability Agreement of Parsley LLC, each holder of PE Units (each, a “PE Unit Holder”) generally has the right to exchange his, her or its PE Units, together with a corresponding number of shares of Class B common stock, for shares of Class A common stock at an exchange ratio of one share of Class A common stock for each PE Unit (and a corresponding share of Class B common stock) exchanged (subject to conversion rate adjustments for stock splits, stock dividends and reclassifications) or, if we or Parsley LLC so elects, cash. As PE Unit Holders exchange their PE Units and Class B common stock for Class A common stock, our interest in Parsley LLC will correspondingly increase.
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Preferred Stock
Our amended and restated certificate of incorporation authorizes our board of directors, subject to any limitations prescribed by law, without further stockholder 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 stockholders.
Registration Rights Agreements
IPO Registration Rights Agreement
In connection with the closing of our initial public offering, we entered into a registration rights agreement, dated May 29, 2014, by and among us, Parsley LLC and certain other stockholders (as amended, the “IPO RRA”). In connection with the closing of the Double Eagle Acquisition (as defined below), on April 20, 2017 we entered into that certain Second Amended and Restated Registration Rights Agreement, by and among us, Parsley LLC and the other parties thereto (the “Second A&R IPO RRA”). The Second A&R IPO RRA amended and restated the IPO RRA, to, among other things, address the relative rights of the holders of registrable securities under the Double Eagle RRA (as defined below) and the holders of registrable securities under the Second A&R IPO RRA and to include such registrable securities in certain registration statements and underwritten offerings. The Second A&R IPO RRA contains provisions by which we agreed to register under the federal securities laws the sale of shares of our Class A common stock by certain selling stockholders or certain of their affiliates. These registration rights are subject to certain conditions and limitations. We are generally obligated to pay all registration expenses in connection with these registration obligations, regardless of whether a registration statement is filed or becomes effective.
Double Eagle Registration Rights Agreement
In connection with the closing of the acquisition of all of the interests in Double Eagle Lone Star LLC, DE Operating LLC, and Veritas Energy Partners, LLC (which were subsequently renamed Parsley DE Lone Star LLC, Parsley DE Operating LLC, and Parsley Veritas Energy Partners, LLC, respectively) from Double Eagle Energy Permian Operating LLC (“DE Operating”), Double Eagle Energy Permian LLC (“DE Permian”) and Double Eagle Energy Permian Member LLC (together with DE Operating and DE Permian, “Double Eagle”), as well as certain related transactions with an affiliate of Double Eagle (the “Double Eagle Acquisition”), on April 20, 2017, we entered into a registration rights agreement and lock-up agreement (the “Double Eagle RRA”) with the selling stockholders thereunder, pursuant to which, among other things and subject to certain restrictions, we were required to file with the SEC an automatically effective registration statement on Form S-3 registering for resale the shares of our Class A common stock issuable upon exchange of the PE Units (together with a corresponding number of shares of our Class B common stock) issued as consideration in connection with the closing of the Double Eagle Acquisition and to conduct certain underwritten offerings thereof. The holders of registrable securities under the Double Eagle RRA were subject to a 90-day lock-up period during which they were not permitted to directly or indirectly transfer any PE Units, shares of our Class B common stock, or shares of our Class A common stock, or any rights or economic interests pertaining thereto. Pursuant to our obligations under the Double Eagle RRA, we filed an automatically effective registration statement with the SEC on May 3, 2017, providing for the registration of 39,848,518 shares of our Class A common stock that may be issued from time to time to certain members of Parsley LLC upon the exchange of such members’ PE Units, together with an equal number of shares of our Class B common stock.
Q-Jagged Peak Registration Rights Agreement
In connection with the execution of the Merger Agreement, Parsley entered into the Registration Rights Agreement with Q-Jagged Peak pursuant to which, among other things and subject to certain restrictions, Parsley is required to file with the SEC this Registration Statement on Form S-3 registering for resale the shares of the Parsley Class A common stock issued to Q-Jagged Peak upon consummation of the Merger and to conduct certain underwritten offerings upon the request of Q-Jagged Peak. The Registration Rights Agreement also provides Q-Jagged Peak with customary piggyback registration rights. The Registration Rights Agreement became effective upon the consummation of the Merger.
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Anti-Takeover Effects of Provisions of Our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws and Delaware Law
Certain provisions of Delaware law and certain provisions in our amended and restated certificate of incorporation and our amended and restated bylaws described below could make it more difficult for a third party to acquire us by means of a tender offer, a proxy contest or otherwise. These provisions may also have the effect of preventing changes to our management and board of directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders 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
Our amended and restated certificate of incorporation provides that we are not governed by Section 203 of the Delaware General Corporation Law (“DGCL”), which, in the absence of such provisions, would have imposed additional requirements regarding mergers and other business combinations. Section 203 of the DGCL prohibits a Delaware corporation, including those whose securities are listed for trading on the NYSE, from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:
| • |
the transaction is approved by the board of directors before the date the interested stockholder attained that status; |
| • |
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or |
| • |
on or after such time the business combination is approved by the board of directors and authorized at a meeting of stockholders by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder. |
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws
Certain provisions of our amended and restated certificate of incorporation and our amended and restated bylaws may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders 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, our amended and restated certificate of incorporation and amended and restated bylaws:
| • |
establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder 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, content and disclosure requirements of all stockholders’ notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting; |
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| • |
establish requirements for director nominees to deliver (i) a written questionnaire regarding the background and qualifications of such person and the background of any other person or entity on whose behalf the nomination is being made, (ii) a written representation and agreement that such person is not and will not become a party to any voting commitment that has not been disclosed to the Company and (iii) a written director agreement; |
| • |
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 stockholder 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; |
| • |
provide that the authorized number of directors may be changed only by resolution of the board of directors; |
| • |
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, or by a sole remaining director; |
| • |
provide that any action required or permitted to be taken by the stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing in lieu of a meeting of such stockholders, subject to the rights of the holders of any series of preferred stock with respect to such series; |
| • |
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; |
| • |
provide that special meetings of our stockholders may only be called by the board of directors, the chief executive officer or the chairman of the board; |
| • |
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 stockholders to replace a majority of the directors; |
| • |
provide that we renounce any interest in existing and future investments in other entities by, or the business opportunities of, the Sponsors (as defined in our amended and restated certificate of incorporation) or any of their officers, directors, agents, stockholders, 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 |
| • |
provide that our amended and restated bylaws can be amended by the board of directors. |
Forum Selection
Our amended and restated certificate of incorporation provides 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:
| • |
any derivative action or proceeding brought on our behalf; |
| • |
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; |
| • |
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 amended and restated certificate of incorporation or our bylaws; or |
| • |
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 also provides 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 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.
The choice of forum provisions summarized above are not intended to, and would not, apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or other claim for which the federal courts have exclusive jurisdiction. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Stockholders may be subject to increased costs to bring these claims, and the choice of forum provisions could have the effect of discouraging claims or limiting investors’ ability to bring claims in a judicial forum that they find favorable.
Limitation of Liability and Indemnification Matters
Our amended and restated certificate of incorporation limits 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:
| • |
for any breach of their duty of loyalty to us or our stockholders; |
| • |
for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
| • |
for unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the DGCL; or |
| • |
for any transaction from which the director derived an improper personal benefit. |
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 also provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. Our amended and restated bylaws also 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 have entered into indemnification agreements with each of our directors and officers. These agreements 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 in our amended and restated certificate of incorporation and the indemnification agreements facilitate our ability to continue to attract and retain qualified individuals to serve as directors and officers.
Transfer Agent and Registrar
The transfer agent and registrar for our Class A common stock and our Class B common stock is American Stock Transfer & Trust Company, LLC.
Listing
Our Class A common stock is listed on the NYSE under the symbol “PE.”
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As of the date of this prospectus, we have not been advised by the selling stockholders as to any plan of distribution. Distributions of the shares of Class A common stock by the selling stockholders, or by their partners, pledgees, donees (including charitable organizations), transferees or other successors in interest, may from time to time be offered for sale either directly by such individual, or through underwriters, dealers or agents or on any exchange on which Class A common stock may from time to time be traded, in the over-the-counter market, or in independently negotiated transactions or otherwise. The methods by which the shares of Class A common stock may be sold include:
| • |
privately negotiated transactions; |
| • |
underwritten transactions; |
| • |
exchange distributions and/or secondary distributions; |
| • |
sales in the over-the-counter market; |
| • |
ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
| • |
broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; |
| • |
a block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| • |
purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus; |
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short sales effected after the date of this prospectus; |
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through the writing of options on the shares, whether or not the options are listed on an options exchange; |
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through the distributions of the shares by any selling stockholder to its partners, members or stockholders; |
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a combination of any such methods of sale; and |
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any other method permitted pursuant to applicable law. |
Such transactions may be effected by the selling stockholders at market prices prevailing at the time of sale or at negotiated prices. The selling stockholders may effect such transactions by selling the securities to underwriters or to or through broker-dealers, and such underwriters or broker-dealers may receive compensation in the form of discounts or commissions from the selling stockholders and may receive commissions from the purchasers of the securities for whom they may act as agent. The selling stockholders may agree to indemnify any underwriter, broker-dealer or agent that participates in transactions involving sales of the shares of Class A common stock against certain liabilities, including liabilities arising under the Securities Act. We have agreed to register the shares of Class A common stock for sale under the Securities Act and to indemnify the selling stockholders and each person who participates as an underwriter in the offering of the shares of Class A common stock against certain civil liabilities, including certain liabilities under the Securities Act.
In connection with sales of the securities under this prospectus, the selling stockholders may enter into hedging transactions with broker-dealers, who may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling stockholders also may sell securities short and deliver them to close their short positions, or loan or pledge the securities to broker-dealers that in turn may sell them.
The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of Class A common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell Class A common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424 or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.
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To the extent required, this prospectus may be amended and/or supplemented from time to time to describe a specific plan of distribution. Instead of selling the shares of Class A common stock included under this prospectus, the selling stockholders may sell the shares of Class A common stock in compliance with the provisions of Rule 144 under the Securities Act, if available, or pursuant to other available exemptions from the registration requirements of the Securities Act.
Under the securities laws of some states, if applicable, the securities registered hereby may be sold in those states only through registered or licensed brokers or dealers. In addition, in some states such securities may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
There can be no assurances that the selling stockholders will sell, nor are the selling stockholders required to sell, any or all of the securities offered under this prospectus.
If required, we may add transferees, successors and donees by prospectus supplement in instances where the transferee, successor or donee has acquired its shares from holders named in this prospectus after the effective date of this prospectus. Transferees, successors and donees of identified selling stockholders may not be able to use this prospectus for resales until they are named in the selling stockholders table by prospectus supplement or post-effective amendment. See “Selling Stockholders.”
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Certain legal matters in connection with our Class A common stock offered hereby will be passed upon for us by Kirkland & Ellis LLP, Houston, Texas.
The consolidated financial statements of Parsley Energy, Inc. as of December 31, 2018 and 2017, and for each of the years in the three-year period ended December 31, 2018, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2018 have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Jagged Peak Energy Inc. as of December 31, 2018 and 2017, and for each of the years in the three-year period ended December 31, 2018, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2018 have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
Certain estimates of our net oil and natural gas reserves as of December 31, 2018 and related information included or incorporated by reference herein have been derived from reports prepared by Netherland, Sewell & Associates, Inc., our independent consulting petroleum engineers. All such information has been so included or incorporated in reliance on the authority of such experts in such matters.
Estimates of proved reserves attributable to certain interests of Jagged Peak Energy Inc. as of December 31, 2018 and related information included or incorporated by reference herein have been prepared based on reports by Ryder Scott Company, L.P., independent consulting petroleum engineers, and all such information has been so incorporated in reliance on the authority of such experts in such matters.
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65,412,650 Shares
Parsley Energy, Inc.
CLASS A COMMON STOCK
Prospectus
January 10, 2020
Table of Contents
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses and costs (other than underwriting discounts and commissions) expected to be incurred by the Company in connection with the issuance and distribution of the shares of Class A common stock registered hereby. Other than the SEC registration fee, the amounts set forth below are estimates:
|
Amount To
Be Paid |
||||
|
SEC registration fee |
$ | 156,226.34 | ||
|
Printing expenses |
* | |||
|
Legal fees and expenses |
* | |||
|
Accounting fees and expenses |
* | |||
|
Transfer agent and registrar fees |
* | |||
|
Miscellaneous fees and expenses |
* | |||
|
|
|
|||
|
Total |
$ | * | ||
|
|
|
|||
| * |
Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that we anticipate we will incur in connection with the offering of securities under this Registration Statement on Form S-3. The applicable prospectus supplement will set forth the estimated aggregate amount of expenses payable in respect of any offering of securities. |
Item 15. Indemnification of Directors and Officers.
The Company is organized under the laws of Delaware. The Company’s amended and restated certificate of incorporation provides that a director will not be liable to the corporation or its stockholders for monetary damages to the fullest extent permitted by the DGCL. In addition, if the DGCL is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided for in the Company’s certificate of incorporation, will be limited to the fullest extent permitted by the amended DGCL. The Company’s amended and restated bylaws provide that the corporation will indemnify, and advance expenses to, any officer or director to the fullest extent authorized by the DGCL.
Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings whether civil, criminal, administrative, or investigative, other than a derivative action by or in the right of the corporation, if they acted in good faith and in a manner they 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 their conduct was unlawful. A similar standard is applicable in the case of derivative actions, 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. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement or otherwise.
The Company’s amended and restated certificate of incorporation also contains indemnification rights for its directors and officers. Specifically, the Company’s amended and restated certificate of incorporation provides that it shall indemnify its officers and directors to the fullest extent authorized by the DGCL. Further, the Company may maintain insurance on behalf of its officers and directors against expense, liability or loss asserted incurred by them in their capacities as officers and directors.
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The Company has obtained directors’ and officers’ insurance to cover its directors, officers and some of its other employees for certain liabilities.
The Company has entered into written indemnification agreements with its directors and executive officers. Under these agreements, if an officer or director makes a claim of indemnification to the Company, either a majority of the independent directors or independent legal counsel selected by the independent directors must review the relevant facts and make a determination whether the officer or director has met the standards of conduct under Delaware law that would permit (under Delaware law) and require (under the indemnification agreement) the Company to indemnify the officer or director.
The general effect of the foregoing is to provide indemnification to officers and directors of the Company for liabilities that may arise by reason of their status as officers or directors of the Company, other than liabilities arising from willful or intentional misconduct, acts or omissions not in good faith, unlawful distributions of corporate assets or transactions from which the officer or director derived an improper personal benefit.
Item 16. Exhibits and Financial Statement Schedules.
The following documents are filed as exhibits to this Registration Statement, including those exhibits incorporated herein by reference to a prior filing of Parsley Energy, Inc. under the Securities Act or the Exchange Act as indicated in parentheses:
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| * |
Filed herewith. |
| # |
Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant agrees to furnish supplemental copies of any omitted exhibit or schedule to the SEC upon request. |
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Item 17. Undertakings
| (a) |
The undersigned Registrant hereby undertakes: |
| (1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) |
to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) |
to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and |
| (iii) |
to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement.
| (2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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. |
| (3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (4) |
That, for the purpose of determining liability under the Securities Act to any purchaser: |
| (i) |
Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| (ii) |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
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| (b) |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement 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. |
| (c) |
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. |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas on January 10, 2020.
|
PARSLEY ENERGY, INC.
|
||
| By: |
/s/ Matt Gallagher |
|
| Name: | Matt Gallagher | |
| Title: | President and Chief Executive Officer | |
Each person whose signature appears below hereby authorizes and appoints Matt Gallagher, Ryan Dalton, and Colin W. Roberts, and each of them, severally, any of whom may act without joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre- and post-effective amendments) to this Registration Statement on Form S-3 and any additional registration statement pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on January 10, 2020.
| Signatures | Title | |||
|
/s/ Matt Gallagher |
President, Chief Executive Officer, and Director | |||
| Matt Gallagher | (Principal Executive Officer) | |||
|
/s/ Ryan Dalton |
Executive Vice President—Chief Financial Officer | |||
| Ryan Dalton | (Principal Accounting and Financial Officer) | |||
|
/s/ Bryan Sheffield |
Executive Chairman and Chairman of the Board | |||
| Bryan Sheffield | ||||
|
/s/ A.R. Alameddine |
Director | |||
| A.R. Alameddine | ||||
|
/s/ Ronald Brokmeyer |
Director | |||
| Ronald Brokmeyer | ||||
|
/s/ William Browning |
Director | |||
| William Browning | ||||
|
/s/ Hemang Desai |
Director | |||
| Hemang Desai | ||||
|
/s/ Karen Hughes |
Director | |||
| Karen Hughes | ||||
|
/s/ James J. Kleckner |
Director | |||
| James J. Kleckner | ||||
|
/s/ David H. Smith |
Director | |||
| David H. Smith | ||||
|
/s/ S. Wil VanLoh, Jr. |
Director | |||
| S. Wil VanLoh, Jr. | ||||
|
/s/ Jerry Windlinger |
Director | |||
| Jerry Windlinger | ||||
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