21 Jan 2020listing compliance notice▼ BadMajor
Jagged Peak Energy Inc. suspended its duty to file periodic reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
21 Jan 2020listing compliance notice▼ BadMajor
Jagged Peak Energy Inc. terminated the registration of a class of securities, ending its reporting obligation for them.
10 Jan 2020listing compliance notice● NeutralMajor
Jagged Peak Energy Inc.'s exchange filed to remove a class of its securities from listing.
10 Jan 2020business combination● NeutralMajor
On January 10, 2020, Parsley completed its acquisition of Jagged Peak. Each Jagged Peak share was converted into 0.447 Parsley Class A shares, with cash for fractions, and Jagged Peak merged into Jackal Merger Sub A, LLC, a Parsley subsidiary. Jagged Peak stock stopped trading on the NYSE before the open on January 10, 2020, the Wells Fargo credit facility was terminated and repaid in full, all directors resigned and officers ceased serving, and a Form 15 is intended to end its reporting obligations. This resolves the merger thread; the pending exchange-offer thread is not addressed in this filing.
2 Jan 2020business combination● Neutral
Six purported stockholders sued Jagged Peak and its directors over the Parsley merger, alleging the proxy statement omitted material information; one also alleges the directors undervalued the company in the sale process. They seek to block the merger and to recover damages. Jagged Peak says the claims are without merit but voluntarily added disclosures to the proxy statement (such as details of confidentiality agreements with two other bidders, Company A and Company E, and extra cash-flow figures) to avoid delay. The merger vote remains scheduled for January 9, 2020.
26 Nov 2019business combination● NeutralMajor
The definitive joint proxy statement for the Parsley merger was filed, with special meetings for both companies set for January 9, 2020. Each Jagged Peak share would convert into 0.447 Parsley Class A shares, worth about $7.59 per share at the October 11 close but about $7.02 at the November 25 close; Jagged Peak holders would own about 23% of Parsley afterwards. Quantum's roughly 68.6% stake is committed to vote in favour, so the filing says approval of the Jagged Peak vote is assured as long as the board keeps recommending the deal. The board unanimously recommends voting for it.
18 Nov 2019business combination● Neutral
Jagged Peak set November 25, 2019 as the record date for stockholders entitled to vote at a special meeting on January 9, 2020, where they will vote on the Parsley merger. The filing notes Parsley filed its S-4 on November 5, 2019; the deal is still pending and this moves the approval step forward.
15 Oct 2019business combination● NeutralMajor
On October 14, 2019, Jagged Peak agreed to be acquired by Parsley Energy: each Jagged Peak share would convert into 0.447 Parsley Class A shares, with cash for fractions, and Jagged Peak would become a wholly owned Parsley subsidiary. Quantum, holding about 69% of Jagged Peak, agreed to vote in favour. Closing needs both companies' stockholder approvals, antitrust clearance, an effective Parsley S-4 and other conditions, with an outside date of May 14, 2020. Termination fees are $57,435,000 payable by Jagged Peak and $189,035,000 by Parsley in specified cases. The deal is not yet completed, so the shareholder's final outcome is still open.
15 Oct 2019material agreement● Neutral
This amendment to the October 2019 merger 8-K was filed only to add inline XBRL tagging to the cover page and furnish Exhibit 104; it carries no new substance. The underlying report (restated in the amendment) describes the October 14, 2019 merger agreement with Parsley Energy, covered in the next entry.
23 May 2019auditor change● Neutral
On May 21, 2019, the audit committee appointed Ernst & Young as auditor for fiscal 2019 and dismissed KPMG, following a competitive proposal process. The filing says KPMG's reports for 2017 and 2018 were clean and there were no disagreements or reportable events with KPMG.
31 Jan 2019business combination● Neutral
Jagged Peak Energy LLC filed Amendment No. 1 to its registration statement for the exchange offer on the $500 million of 5.875% senior notes due 2026 first filed in December 2018. The new notes would be registered and freely tradable, otherwise identical to the notes issued May 8, 2018. The expiration date is still blank and the registration is not yet stated to be effective, so the exchange remains pending; this is not new financing.
13 Dec 2018business combination● Neutral
Jagged Peak Energy LLC filed a registration statement to swap the $500 million of 5.875% notes due 2026 issued privately in May 2018 for identical notes registered with the SEC. This fulfils the registration commitment made when the notes were issued. The new notes carry the same terms, except they are freely tradable and drop the registration rights and additional-interest provisions. The parent company guarantees them. This is not a new financing, and the prospectus excerpt gives no new financial figures.
8 May 2018debt financing● NeutralMajor
On May 8, 2018, the Jagged Peak Energy LLC subsidiary closed a private offering of $500.0 million of 5.875% senior notes due May 1, 2026, guaranteed by the parent company. The notes are unsecured, pay interest each May 1 and November 1 starting November 1, 2018, and can be redeemed early on set terms. The filing says affiliates of the initial purchasers are lenders under the revolving credit facility and will receive a portion of the net proceeds. This adds long-term debt alongside the 2017 revolver. The filing does not say how the proceeds will be used beyond that.
9 Aug 2017asset acquisition disposition● Neutral
This filing only furnishes a press release (Exhibit 99.1) announcing second-quarter 2017 results. The 8-K text itself contains no figures, and no acquisition or disposition is described despite the event label. The results are in the exhibit, which is not included here.
7 Feb 2017asset acquisition disposition● NeutralMajor
The IPO closed on February 1, 2017: 31,599,334 shares at $15.00, including 3,266,000 shares sold by selling stockholders. This completes the offering described in the prior filing. The company also signed a registration rights agreement and a stockholders agreement. Under the stockholders agreement, Q-Jagged Peak directs the votes of management's 23,197,842 shares (about 10.9%) and can nominate a majority of directors while it holds at least 50%. A new five-year revolving credit agreement (Wells Fargo as agent) has an initial borrowing base of $180.0 million, with a maximum of $1.0 billion subject to the borrowing base. Management's unvested equity is held through Management Holdco and vests in three annual installments.
31 Jan 2017asset acquisition disposition▲ GoodMajor
Ahead of the IPO closing, Jagged Peak Energy Inc. signed the agreements that set up the public company. Under a Master Reorganization Agreement, the existing owners of Jagged Peak Energy LLC and a management holding company will receive 174,367,454 and 10,236,958 common shares, and the LLC becomes a wholly owned subsidiary. An underwriting agreement (Citigroup, Credit Suisse, J.P. Morgan) covers 31,599,334 shares at $15.00 (28,333,334 from the company, 3,266,000 from selling stockholders), with expected company proceeds of about $397.1 million. The filing says part of the proceeds will repay the credit facility in full and the rest will fund part of the 2017 capital program. Five directors were appointed and a 2017 Long Term Incentive Plan was adopted. Q-Jagged Peak is expected to own 68.7% after closing.
25 Jan 2017listing compliance notice▲ GoodMajor
the New York Stock Exchange certified Jagged Peak Energy Inc.'s securities for listing, clearing them to begin trading.