25 Jan 2021listing compliance notice▼ BadMajor
Pioneer PE Holding LLC terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
13 Jan 2021listing compliance notice● NeutralMajor
Pioneer PE Holding LLC's exchange filed to remove a class of its securities from listing.
12 Jan 2021business combination● NeutralMajor
The Pioneer merger closed on January 12, 2021 after both companies' stockholders approved it. Each Parsley Class A share and each Opco unit became 0.1252 Pioneer shares, and Class B shares were cancelled for no additional consideration (subject to appraisal rights). Parsley is now a wholly owned Pioneer subsidiary, renamed Pioneer PE Holding LLC. The revolving credit facility was terminated and paid off in full, all directors left, and Gallagher, Sheffield, Dalton, Dell'Osso and Roberts resigned as officers. The Class A stock is to be delisted from the NYSE, with a Form 25 filed January 13 and a Form 15 planned to end SEC reporting. This resolves the pending Pioneer acquisition thread.
5 Jan 2021business combination● Neutral
Parsley and Pioneer disclosed that 12 shareholder lawsuits (11 federal, 1 New York state court) have been filed over the Pioneer merger, claiming the proxy statement left out material information and, in one class action, that the price was inadequate. Both companies call the suits without merit but added extra disclosures to the proxy anyway to avoid delay; the suits seek to block the deal and for damages. The filing says the companies cannot predict the outcome or estimate any loss. It also adds details on the sale process, the confidentiality agreement and Parsley's financial forecasts (e.g. total revenue lines for Cases A-D). This continues the pending Pioneer deal ahead of the January 12, 2021 votes.
4 Dec 2020business combination● NeutralMajor
Parsley and Pioneer filed the definitive joint proxy statement/prospectus dated December 4, 2020 for the Pioneer merger, with a Pioneer special meeting set for January 12, 2021 and a record date of December 7, 2020. It confirms 0.1252 Pioneer shares per Parsley Class A share or Opco unit, and says Pioneer holders would own about 76% and Parsley holders about 24% of the combined company. Class B shares would be cancelled for no additional consideration. Both stockholder groups must still vote for the deal to close.
3 Dec 2020business combination● Neutral
Parsley announced that its stockholders will vote on the Pioneer merger at a special meeting on January 12, 2021 at 9:00 am Central Time. This moves the pending Pioneer deal toward its stockholder vote. The filing otherwise repeats standard deal disclosures.
21 Oct 2020business combination● NeutralMajor
This filing gives the legal terms of the Pioneer merger. Parsley Class A shares and Opco LLC units convert at 0.1252 Pioneer shares each, while Class B shares are cancelled for no additional consideration (subject to appraisal rights). Closing needs both companies' stockholder approval, Hart-Scott-Rodino clearance and an effective Form S-4, and either side can terminate if it has not closed by May 20, 2021. Termination fees are $135 million payable by Parsley and $270 million payable by Pioneer in specified cases. Quantum (65,412,650 Class A shares) and Bryan Sheffield (10,129,559 Class A and 21,198,751 Class B shares) signed voting support agreements. Matt Gallagher and A.R. Alameddine are to join Pioneer's board.
20 Oct 2020business combination● NeutralMajor
Parsley Energy agreed on October 20, 2020 to be acquired by Pioneer Natural Resources in an all-stock deal, with Parsley shareholders to receive 0.1252 Pioneer shares per Parsley share. The press release values the deal at about $4.5 billion, or about $7.6 billion including Parsley debt Pioneer would assume. This ends the open question of the company's future after the Jagged Peak deal. It still needs approval from both companies' stockholders and other conditions.
28 Apr 2020debt financing▲ GoodMajor
On April 27, 2020 Parsley signed a Ninth Amendment to its revolving credit facility: elected commitments rise from $1.0 billion to $1.075 billion, the borrowing base is reaffirmed at $2.7 billion, and maturity extends from October 28, 2021 to October 28, 2023. Borrowing margins increase to 2.00-3.00% (LIBOR) and a maximum secured leverage ratio of 2.50x is added, with the next redetermination due around October 15, 2020. The company's press release ties the move to the COVID-19-driven downturn.
10 Apr 2020business combination● Neutral
Parsley filed Jagged Peak's audited 2019 financial statements and pro forma combined 2019 accounts, as a follow-up to the Jagged Peak acquisition completed January 10, 2020. Jagged Peak reported 2019 revenue of $594.7 million and a net loss of $68.6 million, with total assets of $2.03 billion and long-term debt of $785.6 million. This supplies required financial information and does not change the deal terms.
9 Mar 2020material agreement termination▲ Good
Parsley's subsidiaries redeemed in full the $400 million 6.250% senior notes due 2024 on March 7, 2020, and the indenture was discharged on March 9. This carries out the redemption intended in February, alongside the new 4.125% 2028 notes, so that $400 million of 6.250% debt is gone and replaced by $400 million at a lower stated rate (the pairing is an inference from the February filings).
11 Feb 2020debt financing● NeutralMajor
On February 11, 2020 Parsley's subsidiaries closed the $400 million offering of 4.125% senior unsecured notes due February 15, 2028, with U.S. Bank as trustee. The notes are guaranteed by the subsidiaries that guarantee the revolver, but not by Parsley Energy, Inc. This completes the financing launched on February 6; the earlier filing said proceeds-linked redemption of the 6.250% 2024 notes was intended (the filing itself does not state use of proceeds).
6 Feb 2020production update● Neutral
Ahead of a planned $400 million private offering of senior unsecured notes due 2028 (announced February 6, 2020), Parsley disclosed that after the Jagged Peak deal it holds about 258,000 net Permian acres (148,000 Midland, 110,000 Delaware). It estimates Q4 2019 oil production of 89.5-89.7 MBo/d and capital spending of $275-285 million, guides Q1 2020 oil production to 123.0-129.0 MBo/d, and says it intends to redeem its $400 million 6.250% 2024 notes at 104.688% if the offering completes. Cash was about $67.6 million and $400.0 million was drawn on the revolver at February 4, 2020, leaving $593.2 million available. The Q4 figures are preliminary and the filing warns they could change materially.
10 Jan 2020asset acquisition disposition● NeutralMajor
Parsley completed the Jagged Peak acquisition on January 10, 2020: each Jagged Peak share became 0.447 Parsley Class A shares, and performance stock units converted into vested Parsley shares. Jagged Peak's credit facility was paid off and terminated, while its 5.875% senior notes due 2026 were assumed by a Parsley subsidiary. Parsley also signed an Eighth Amendment to its credit agreement (changing passive holding company covenants) and added two Jagged Peak directors (James Kleckner and Wil VanLoh), making an 11-member board. This resolves the merger thread, and existing Parsley holders are diluted as planned.
2 Jan 2020business combination▼ Bad
Parsley disclosed that six Jagged Peak stockholders sued Jagged Peak and its directors over the merger, claiming the proxy statement omitted material information; one also claims the sale undervalues Jagged Peak. The suits seek to block the merger and damages. Jagged Peak calls them without merit and added voluntary disclosures to the proxy statement (confidentiality terms with two other bidders, extra cash-flow projections) to avoid delay. The special meeting remains set for January 9, 2020; this is a new risk to the merger timeline.
22 Nov 2019business combination● Neutral
Amendment No. 1 to the S-4 (November 22, 2019) sets both companies' special meetings for January 9, 2020. At the October 11, 2019 closing price the exchange ratio was worth about $7.59 per Jagged Peak share; the share count is fixed, so the value changes with Parsley's share price. Terms are unchanged from the October agreement, so this continues the merger process.
5 Nov 2019business combination● NeutralMajor
Parsley filed its registration statement (Form S-4) on November 4, 2019 for the Jagged Peak deal agreed October 14, 2019, registering up to 96,480,854 new Class A shares at the 0.447 exchange ratio. It also discloses that Chairman Bryan Sheffield signed a voting agreement to back the share issuance, and that Quantum's affiliate's agreement makes Jagged Peak's approval assured unless its board changes its recommendation. Meeting dates and percentage holdings are blank in this preliminary draft. This continues the merger thread.
15 Oct 2019business combination● NeutralMajor
Parsley agreed on October 14, 2019 to acquire Jagged Peak Energy in an all-stock merger: each Jagged Peak share converts into 0.447 Parsley Class A shares, leaving Parsley holders with about 77% and Jagged Peak holders about 23% of the combined company. Parsley will repay Jagged Peak's credit facility and assume its senior unsecured notes, and the board will expand to 11 with two Jagged Peak directors. Closing needs stockholder approval from both companies, HSR clearance and an effective S-4, with an outside date of May 14, 2020; termination fees are $57.4 million payable by Jagged Peak and $189.0 million payable by Parsley in specified cases. This is a new thread and means existing Parsley shareholders will be diluted to 77% if it closes.
25 July 2019material agreement● Neutral
Parsley adopted a Fourth Amended and Restated Parsley LLC agreement (July 22, 2019), updating tax-related provisions; all members consented. It also merged its financial code of ethics into a combined Code of Business Conduct and Ethics, with expanded anti-bribery, antitrust and reporting provisions. No financial terms are stated.
24 Apr 2019debt financing▲ Good
A Seventh Amendment to the credit agreement (April 23, 2019) raised the borrowing base from $2.3 billion to $2.7 billion, with elected commitments unchanged at $1.0 billion, and doubled the Aggregate Maximum Credit Amounts from $2.5 billion to $5.0 billion. It also lowered the title coverage requirement from 85% to 80% and loosened rules on redeeming notes, restricted payments and midstream investments. Continues the series of borrowing-base increases.
26 Feb 2019material agreement● Neutral
Parsley Energy, Inc. and Parsley LLC adopted a Third Amended and Restated LLC Agreement (February 20, 2019) to allow certification of Parsley LLC units in certain circumstances and update tax provisions. The filing gives no financial figures or change in ownership; it replaces the April 2017 agreement.
3 May 2018debt financing▲ Good
A Sixth Amendment to the credit agreement (April 30, 2018) raised the borrowing base from $1.8 billion to $2.3 billion, with elected commitments staying at $1.0 billion, and lowered interest margins, eased covenants and removed the cap on additional unsecured senior notes. The filing also furnished first-quarter 2018 results: net income attributable to stockholders of $82.9 million ($0.32 per share) versus $49.9 million in 4Q17, and net production of 93.4 MBoe per day.
11 Oct 2017debt financing● NeutralMajor
Parsley LLC and Parsley Finance Corp. sold $700.0 million of 5.625% senior unsecured notes due October 15, 2027 (closed October 11, 2017), with expected net proceeds of about $691.9 million to fund part of the capital program and for general corporate purposes. The same day a Fifth Amendment to the credit agreement raised the borrowing base to $1.8 billion (from $1.225 billion, which it had been reduced to on the notes closing) while elected commitments stay at $1.0 billion, and cut interest margins. This adds to the earlier 2024 and 2025 notes.
1 May 2017debt financing▲ GoodMajor
On April 28, 2017 Parsley amended its credit facility, raising the borrowing base from $900 million to $1.4 billion and the elected commitments from $600 million to $1.0 billion, and adding five new lenders. It also removed the anti-cash-hoarding provisions and the extra interest margin that applied above 3.50x leverage, and lowered the mortgage/title coverage requirement from 90% to 85%. The release says no borrowings are currently outstanding. The filing also discloses two earlier amendments (Feb 13 aviation trust; April 11 letter of credit limit raised from $2.5 million to $10.0 million).
20 Apr 2017asset acquisition disposition● NeutralMajor
Parsley completed the Double Eagle acquisition on April 20, 2017, paying about $1.4 billion in cash plus about 39.8 million PE Units and matching Class B shares (slightly above the 39.4 million first announced). Double Eagle's holders accepted a 90-day lock-up, and the three note series (6.250% 2024, 5.375% 2025, 5.250% 2025) now have the acquired entities as guarantors. This resolves the pending acquisition announced February 7. Financial statements and pro formas for the deal are to follow by amendment.
13 Feb 2017debt financing● NeutralMajor
Funding for the Double Eagle deal closed on Feb 13, 2017. The equity offering grew to 41,400,000 Class A shares after underwriters took their full 5,400,000-share option, for about $1,260.6 million net. The notes offering was $450.0 million of 5.250% senior notes due August 15, 2025 (about $444.2 million net), up from the $350 million first announced. Proceeds are meant for the cash part of the acquisition, with any leftover going to the capital program and general purposes. This dilutes existing shareholders and adds debt.
7 Feb 2017capital raising announcement● NeutralMajor
Parsley agreed on Feb 7, 2017 to buy Double Eagle's Midland Basin assets (about 71,000 net acres and 3,300 net drilling locations) for roughly $2.8 billion: about $1.4 billion cash plus about 39.4 million PE Units with matching Class B shares, exchangeable into Class A shares after a 90-day lock-up. Closing is expected by April 20, 2017. To fund the cash part it launched a 36,000,000-share Class A offering (plus a 5,400,000-share option) and a planned $350 million senior notes private placement; neither offering is conditioned on the acquisition closing. This is far larger than the January 2017 deals and further dilutes existing shareholders.
12 Jan 2017material agreement● NeutralMajor
Parsley priced an upsized offering of 22,000,000 Class A shares on January 10, 2017, and underwriters took their full 3,300,000-share option, for 25,300,000 shares and about $863.0 million net, expected to close January 17, 2017. The money is to fund the Midland and Southern Delaware Basin acquisitions announced January 10, with the remainder for the capital program and general purposes. This is the equity funding for those acquisitions, and it dilutes existing shareholders.
10 Jan 2017material agreement termination▲ GoodMajor
The $61.8 million of 7.500% notes due 2022 left after the tender offer were redeemed in full on January 5, 2017, and their indenture was discharged on January 6, completing the refinancing started with the December 2016 5.375% notes. The same filing announces agreements to buy Midland and Southern Delaware Basin oil and gas interests for an aggregate $650 million in cash, a 2017 capital plan with expected production growth of almost 60% over 2016, and the launch of a 20,000,000-share Class A offering. The release gives $607 million for acreage and properties and $43 million for mineral interests already acquired; some deals were still to close, by January 31 (Southern Delaware) and February 27, 2017 (Midland). The filing says the share offering is not conditioned on the acquisitions closing.
13 Dec 2016debt financing▲ GoodMajor
Parsley Energy sold $650 million of unsecured notes due 2025 at 5.375%, a modest coupon for a shale producer, giving it long-dated funding for the Midland Basin acreage it was buying heavily at the time.