14 Feb 2020substantial holder notice● Neutral
T. ROWE PRICE ASSOCIATES, INC reported a Jagged Peak Energy Inc. shareholding of 10,430,882 shares (4.80% of votes) in a periodic institutional filing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
28 Jan 2020substantial holder notice● Neutral
Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP reported a Jagged Peak Energy Inc. shareholding of 1,530,380 shares (0.72% of votes) in a periodic institutional filing.
21 Jan 2020listing compliance notice▼ BadMajor
Jagged Peak Energy Inc. suspended its duty to file periodic reports with the SEC.
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 2020securities registration● Neutral
Jagged Peak Energy Inc. amended its automatic shelf registration statement.
10 Jan 2020listing compliance notice● NeutralMajor
Jagged Peak Energy Inc.'s exchange filed to remove a class of its securities from listing.
10 Jan 2020substantial holder notice● Neutral
Parsley Energy, Inc reported no remaining Jagged Peak Energy Inc. shareholding in its periodic institutional filing.
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.
7 Nov 2019quarterly activities report● Neutral
Jagged Peak Energy Inc. reported quarterly revenue of $150.1 million and net income of $30.6 million for the period ended 2019-09-30.
7 Nov 2019quarterly activities report● Neutral
Jagged Peak Energy Inc. reported quarterly revenue of $150.1 million and net income of $30.6 million for the period ended 2019-09-30.
23 Oct 2019substantial holder notice● Neutral
Parsley Energy, Inc disclosed a new substantial Jagged Peak Energy Inc. shareholding (68.60% of votes).
23 Oct 2019substantial holder notice● Neutral
Jagged Peak Energy Inc disclosed a new substantial Jagged Peak Energy Inc. shareholding (10.30% of votes).
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.
8 Aug 2019quarterly activities report● Neutral
Jagged Peak Energy Inc. reported quarterly revenue of $146.8 million and net income of $41.9 million for the period ended 2019-06-30.
8 Aug 2019quarterly activities report● Neutral
Jagged Peak Energy Inc. reported quarterly revenue of $146.8 million and net income of $41.9 million for the period ended 2019-06-30.
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.
9 May 2019quarterly activities report▼ Bad
Jagged Peak Energy Inc. reported quarterly revenue of $129.6 million and a net loss of $94.9 million for the period ended 2019-03-31.
14 Feb 2019substantial holder notice● Neutral
T. ROWE PRICE ASSOCIATES, INC disclosed a new substantial Jagged Peak Energy Inc. shareholding (6.60% of votes).
14 Feb 2019substantial holder notice● Neutral
T. ROWE PRICE ASSOCIATES, INC disclosed a new substantial Jagged Peak Energy Inc. shareholding (6.60% of votes).
12 Feb 2019substantial holder notice● Neutral
Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, Wellington Management Company LLP disclosed a new substantial Jagged Peak Energy Inc. shareholding (5.55% of votes).
5 Feb 2019securities registration● Neutral
Jagged Peak Energy Inc. filed the final prospectus for a registered offering.
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 Nov 2018quarterly activities report▼ Bad
Jagged Peak Energy Inc. reported quarterly revenue of $155.4 million and a net loss of $26.6 million for the period ended 2018-09-30.
8 Nov 2018quarterly activities report▼ Bad
Jagged Peak Energy Inc. reported quarterly revenue of $155.4 million and a net loss of $26.6 million for the period ended 2018-09-30.
9 Aug 2018quarterly activities report● Neutral
Jagged Peak Energy Inc. reported quarterly revenue of $158.7 million and net income of $45.1 million for the period ended 2018-06-30.