Each one in plain English, with the numbers worked through for a shareholder.
7 Dec 2016material agreement▲ GoodMajor
Parsley priced a $650 million private offering of 5.375% senior unsecured notes due 2025 (about $644.1 million net, expected to close December 13, 2016), upsized from $600 million. It plans to use part of the proceeds to buy back its 7.500% notes due 2022 through a tender offer and to redeem any left over, with the rest for general purposes including possible acquisitions. This is a refinancing of older, higher-rate debt (7.500% versus 5.375%) with the remainder available for other uses.
5 Oct 2016asset acquisition disposition▲ GoodMajor
Parsley completed on October 4, 2016 its purchase of producing oil and gas properties and undeveloped acreage in Glasscock County, Texas from BTA Oil Producers, LLC for about $391 million, subject to post-closing adjustments. It was paid for with part of the proceeds of the August 2016 share and note offerings, so this completes the acquisition those offerings were raised to fund. The filing says there were no material prior relationships with the seller.
Parsley raised money in two ways that closed August 19, 2016: a public sale of 8,337,500 new Class A shares (about $271.1 million net, including the underwriters' full option) and an extra $200.0 million of its 6.250% senior notes due June 1, 2024 (about $199.8 million net), on the same terms as the $200m notes issued May 27, 2016. The money is meant to pay for the Glasscock County, Texas oil and gas interests acquisition, with any remainder going to the capital program and general purposes including possible acquisitions. New shares dilute existing holders, and the debt adds to the 2024 notes outstanding.
In late May 2016 Parsley raised money two ways: 9,487,500 new Class A shares (including the full option) for about $226.1 million net, closed May 27, and $200 million of 6.250% senior notes due June 1, 2024 for about $195.8 million net, issued by Parsley Energy, LLC and Parsley Finance Corp. with U.S. Bank as trustee. The money is meant to buy mineral interests and some working interests in Pecos and Reeves Counties, Texas, with the rest for the capital program and general purposes. This adds new debt alongside the $650 million 2025 notes already in the context's recovered record and more dilution for shareholders after the April 2016 offering.
Parsley priced an upsized offering of 18,250,000 new Class A shares on April 4, 2016, and the underwriters took their full option of 2,737,500 more, for 20,987,500 shares and about $433.1 million expected net. The money is meant to pay for newly announced acreage purchases in the Southern Delaware and Midland Basins, with the remainder for the capital program and general purposes including future acquisitions. This is another share issuance that dilutes existing holders, following the December 2015 offering. The offering is not conditioned on the acquisitions closing (per the news release), and the filing gives gross proceeds of about $390.6 million before the option.
On Dec 10, 2015 Parsley completed the sale of about 7,300 net acres in north Martin and south Dawson Counties, Texas (about 500 Boe/d of net production) to ExL Petroleum Management, LLC for about $39.5 million cash. The filing says there were no material prior relationships with the buyer. The pro forma figures show the sale lowers the nine-month 2015 revenue by about $7.2 million and total assets by about $39 million.
Parsley Energy sold 12,911,364 new Class A shares (including the underwriters' option, exercised in full on Dec 10) plus 1,291,136 shares sold by NGP X US Holdings, for about $228.4 million net to the company. The news release gave a price of $18.00 per share. The money is meant partly to pay for a pending purchase of 6,040 gross (5,274 net) acres in Upton, Reagan and Glasscock Counties, Texas ($148.5 million cash per the news release), with the rest for the capital program and general purposes. This follows the September 2015 offering and dilutes existing holders again. The company gets nothing from the NGP sale.
Parsley Energy priced a public offering of 13,000,000 new Class A shares on September 18, 2015, for about $195 million gross and $188.6 million expected net, with a 30-day option for 1,950,000 more. The money is meant to repay revolving credit borrowings and fund part of its capital program, which may include acquisitions. This is another share issuance that dilutes existing holders, following the February 2015 private placement. The filing does not state the per-share price, and the revolver was reported undrawn in April, so borrowings must have been taken since (an inference).
Parsley amended its bank credit agreement (eighth amendment, Wells Fargo as agent) on April 21, 2015, setting both lender commitments and the borrowing base at $500 million. Commitments rose from $365 million, while the borrowing base fell from $560.8 million after the April 1 redetermination. The company said it had no borrowings outstanding. The amendment also allows up to $10 million of investment in a joint venture and eases rules on liquidating hedges.
11 Feb 2015capital raising announcement● NeutralMajor
Parsley Energy sold 14,885,797 new Class A shares in a private placement at $15.50 per share, closing February 11, 2015, for about $231 million gross and $224 million net. This is below the $18.50 IPO price, and the new shares dilute existing holders. The money is meant to repay part of its revolving credit borrowings and for general corporate purposes, and the company must file a resale registration for the buyers after its 2014 annual report.
1 Oct 2014asset acquisition disposition▲ GoodMajor
Parsley Energy completed its purchase from Cimarex Energy Co. of producing oil and gas properties and undeveloped acreage in Reagan County, Texas, for about $242 million, subject to post-closing adjustments. The deal was the one signed August 19, 2014, and adds to the acreage bought after the IPO.
4 June 2014capital raising announcement▲ GoodMajor
Parsley Energy, Inc. closed its IPO on May 29, 2014: 57,500,000 Class A shares at $18.50, including 7,500,000 extra shares from the underwriters' option and 7,536,364 sold by existing holders. It also completed the ownership restructuring (the amended Parsley LLC agreement, merger of the employee holding company, a registration rights agreement, and a tax receivable agreement under which it pays 85% of certain realised tax savings to pre-IPO owners). It bought 4,640 acres in the Midland Basin-Core area for $127.6 million on June 4, 2014, which is the acreage option the IPO proceeds were earmarked for, at a lower price than the original $133.8 million for 5,040 acres.
28 May 2014asset acquisition disposition▲ GoodMajor
Parsley Energy, Inc. (the Delaware company whose IPO the earlier registration filings were preparing) priced a 50,000,000-share Class A stock offering at $18.50 per share on May 22, 2014. Of these, 42,463,636 shares are sold by the company and 7,530,364 by selling stockholders, and the underwriters exercised their option for 7,500,000 more. The company expects about $869.6 million in net proceeds, to go to Parsley Energy, LLC to pay a $6.7 million preferred return, cut $165.3 million of revolving credit debt, fund a $132.8 million acreage option in the Midland Basin-Core area, and fund drilling. A Master Reorganization Agreement converts existing owners' interests, including NGP's, into units and Class A shares, leaving Parsley Inc. with about 72.7% of Parsley LLC (74.4% if the extra shares are sold). The company receives nothing from the selling stockholders' shares.
