History
Jagged Peak Energy listed on the NYSE in February 2017, borrowed $500 million in 2018, then was bought by Parsley Energy in January 2020 in an all-share deal.
2017-2018: Going public
Jagged Peak Energy Inc. was set up as a public company in early 2017. Under a reorganization, the existing owners of Jagged Peak Energy LLC and a management holding company received 174,367,454 and 10,236,958 shares, and the LLC became a wholly owned subsidiary. The New York Stock Exchange cleared the shares for trading on January 25.
The initial public offering closed on February 1, 2017. It sold 31,599,334 shares at $15.00, of which 28,333,334 came from the company and 3,266,000 from selling stockholders. The company expected about $397.1 million in proceeds, to repay its credit facility in full and fund part of its 2017 capital program. A new five-year revolving credit agreement with Wells Fargo as agent opened with a borrowing base of $180.0 million. A borrowing base is the limit lenders set on how much can be borrowed.
Control stayed concentrated. Q-Jagged Peak (Quantum) was expected to own 68.7% after closing, and it directed the votes of management's 23,197,842 shares, about 10.9%. It could nominate a majority of directors while it held at least 50%. Shares on issue stood at 212,930,655 at the end of 2017, and rose only slightly to 213,186,919 in 2018 and 213,413,380 in 2019.
In May 2018 the LLC subsidiary closed a private offering of $500.0 million of 5.875% senior notes due May 1, 2026, guaranteed by the parent. The filing did not say how the proceeds would be used beyond repaying part of the revolver's lenders' share. The record is otherwise quiet until late 2019.
2019-2020: Sale to Parsley
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, and Jagged Peak would become a wholly owned Parsley subsidiary. Quantum, with about 69%, agreed to vote in favour. Termination fees were set at $57,435,000 payable by Jagged Peak and $189,035,000 by Parsley in specified cases.
The joint proxy statement, filed November 26, set shareholder meetings for January 9, 2020. It valued the offer at about $7.59 per share at the October 11 close but about $7.02 at the November 25 close. Jagged Peak holders were to own about 23% of Parsley afterwards. With Quantum's roughly 68.6% committed, approval of the Jagged Peak vote was described as assured while the board kept recommending the deal. Six stockholder lawsuits were filed in December 2019 over the proxy disclosures and the sale process. The company denied they had merit, and the outcome was not stated.
Parsley completed the acquisition on January 10, 2020. Jagged Peak merged into Jackal Merger Sub A, LLC, a Parsley subsidiary. Its stock stopped trading on the NYSE, the Wells Fargo facility was repaid in full, and all directors resigned. On January 21, 2020, it ended its registration and suspended its duty to file reports with the SEC. The filings seen do not say what happened to the 2026 notes or how the lawsuits ended.
Written from the 10 story beats below (2017 to 21 Jan 2020), which come from the company's own announcements and filings.