History
Parsley Energy listed in 2014, grew through repeated share and bond raisings and big Permian deals including Double Eagle and Jagged Peak, then was bought by Pioneer in January 2021.
2014-2015: Listing and first raisings
The record begins in May 2014, when the New York Stock Exchange cleared the company's securities for listing. Parsley Energy, Inc. priced its IPO at $18.50 per Class A share and closed it on May 29, 2014, selling 57,500,000 shares, including 7,500,000 from the underwriters' option. Some were sold by existing holders. The company expected about $869.6 million in net proceeds from its own sales. The money went to pay a preferred return, cut $165.3 million of revolving credit debt, and fund an acreage option in the Midland Basin. A reorganisation turned the earlier owners' interests into units and shares, and a tax receivable agreement committed Parsley to pay 85% of certain realised tax savings to pre-IPO owners. On June 4 it bought 4,640 Midland Basin acres for $127.6 million, below the $133.8 million first agreed for 5,040 acres.
On October 1, 2014 it completed a roughly $242 million purchase of producing properties and acreage in Reagan County, Texas, from Cimarex Energy Co.
The company then turned to repeated equity raisings. In February 2015 it sold 14,885,797 shares privately at $15.50, below the IPO price, for about $224 million net to repay revolver borrowings. In September 2015 it priced a public offering of 13,000,000 shares for about $188.6 million net. In December it sold 12,911,364 shares at $18.00, with NGP X US Holdings selling a further 1,291,136, raising about $228.4 million net, partly to fund a $148.5 million acreage purchase in Upton, Reagan and Glasscock Counties.
2016-2017: Buying heavily in the Permian
In 2016 the company raised money almost every few months to buy acreage. April brought 20,987,500 shares for about $433.1 million net, to fund purchases in the Southern Delaware and Midland Basins. In late May it sold 9,487,500 shares (about $226.1 million net) and $200 million of 6.250% senior notes due 2024 to buy mineral and working interests in Pecos and Reeves Counties. In August it sold 8,337,500 shares (about $271.1 million net) and a further $200 million of the same notes. That money paid for the Glasscock County purchase from BTA Oil Producers, LLC, which closed October 4, 2016 for about $391 million.
In December 2016 it sold $650 million of 5.375% notes due 2025, partly to buy back its 7.500% notes due 2022. The last $61.8 million of those older notes were redeemed on January 5, 2017.
January 2017 brought agreements to buy Midland and Southern Delaware Basin interests for $650 million in cash, alongside a 2017 plan for production growth of almost 60% over 2016. A share offering of 25,300,000 shares raised about $863.0 million net. On February 7 Parsley agreed to buy Double Eagle's Midland Basin assets, about 71,000 net acres, for roughly $2.8 billion, made up of about $1.4 billion in cash and PE Units with matching Class B shares. It funded the cash with 41,400,000 new shares (about $1,260.6 million net) and $450.0 million of 5.250% notes due 2025. The deal closed April 20, 2017, with about 39.8 million units issued. Days later the credit facility's borrowing base was lifted from $900 million to $1.4 billion, with no borrowings outstanding. In October 2017 it sold $700.0 million of 5.625% notes due 2027, and the borrowing base rose to $1.8 billion.
2018-2020: Jagged Peak and the downturn
The record is quiet for 2018 and most of 2019. On October 14, 2019 Parsley agreed to buy Jagged Peak Energy in an all-stock deal at 0.447 Parsley Class A shares per Jagged Peak share, leaving Parsley holders with about 77% of the combined company. The deal closed January 10, 2020. Jagged Peak's credit facility was paid off, its 5.875% notes due 2026 were assumed, and two Jagged Peak directors joined an 11-member board. On February 11, 2020 Parsley's subsidiaries closed a $400 million offering of 4.125% notes due 2028.
In April 2020 the revolving credit facility was amended, citing the COVID-19 downturn. Commitments rose from $1.0 billion to $1.075 billion, maturity was extended to October 2023, and borrowing margins and a leverage limit were tightened.
2020-2021: Sale to Pioneer
On October 20, 2020 Parsley agreed to be acquired by Pioneer Natural Resources in an all-stock deal at 0.1252 Pioneer shares per Parsley share, valued at about $4.5 billion, or about $7.6 billion including debt. Class B shares were to be cancelled for no extra consideration. Quantum and Bryan Sheffield signed voting support agreements. Termination fees were $135 million payable by Parsley and $270 million by Pioneer in specified cases. The joint proxy of December 4 said Pioneer holders would own about 76% and Parsley holders about 24%.
Both sets of stockholders approved, and the merger closed on January 12, 2021. The Parsley Class A vote was 366,248,149 for and 1,101,541 against. The company became Pioneer PE Holding LLC, a wholly owned Pioneer subsidiary. Its revolving credit facility was paid off and terminated, all directors left, and its officers resigned. A Form 25 to remove its stock from the exchange was filed on January 13, and on January 25 it ended the registration of a class of securities, ending its reporting obligation. As of January 12, 2021, twelve stockholder lawsuits over the merger and appraisal rights for the cancelled Class B shares remained open, with no outcome stated.
Written from the 31 story beats below (2014 to 25 Jan 2021), which come from the company's own announcements and filings.