Item 1.01 Entry into a Material Definitive Agreement.
Eighth Amendment to the Parsley Credit Agreement: On
Among other things, the Eighth Amendment amends certain covenants relating to Parsley's obligation to act only as a passive holding company.
The foregoing description of the Eighth Amendment is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Eighth Amendment, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
JP Supplemental Indenture: On
The foregoing description of the JP Supplemental Indenture is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the full text of the JP Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
The information set forth in the Introductory Note and Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the consummation of the Merger, on
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amended from time to time, the "Jagged Peak Credit Agreement"), by and among
Jagged Peak, as parent guarantor,
Item 2.01 Completion of Acquisition or Disposition of Assets.
As discussed in the Introductory Note above, on
The issuance of Parsley Class A common stock in connection with the Merger was
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to Parsley's registration statement on Form S-4, as amended (File
No. 333-234503), which was declared effective by the
The foregoing description of the Merger and the Merger Agreement, and the transactions contemplated thereby, is a summary only, does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As a result of the completion of the Integrated Mergers and as of the effective time of the LLC Sub Merger, LLC Sub assumed the Jagged Peak Senior Notes and became the Parent and a Guarantor under the JP Indenture (as such terms are defined therein). The Jagged Peak Senior Notes are the senior unsecured obligations of LLC Sub and the other subsidiaries of LLC Sub that are guarantors of the Jagged Peak Senior Notes. The JP Indenture contains restrictive covenants that, among other things, restrict the ability of LLC Sub and each of its restricted subsidiaries to: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends on capital stock or redeem, repurchase or retire its capital stock or subordinated indebtedness; (iii) transfer or sell assets; (iv) make investments; (v) create certain liens; (vi) enter into agreements that restrict dividends or other payments from its restricted subsidiaries to LLC Sub or any of its restricted subsidiaries; (vii) consolidate, merge or transfer all or substantially all of its assets; (viii) engage in transactions with affiliates; and (ix) form unrestricted subsidiaries. These restrictive covenants are subject to a number of important qualifications and limitations. In addition, certain of these restrictive covenants will be suspended before the Jagged Peak Senior Notes mature if at any time no default or event of default exists under the JP Indenture and the Jagged Peak Senior Notes receive an investment grade rating from at least one ratings agencies. The JP Indenture also contains customary events of default.
The foregoing description of the JP Indenture is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the full text of the JP Indenture, a copy of which is attached hereto as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.03.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. Appointment of New Directors
Effective
In connection with their appointments, Parsley entered into an indemnification
agreement with each of the new directors. Each indemnification agreement
requires Parsley to indemnify the director to the fullest extent permitted under
In addition, in accordance with its bylaws, Parsley entered into a director agreement with each of the new directors governing various aspects of the relationship between each director and Parsley, including, among other things, duties, remuneration and confidential information. The foregoing description of the director agreements is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the full text of the director agreements, which are attached hereto as Exhibits 10.4 and 10.5 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
The new directors will receive the standard non-employee director compensation
for serving on the Parsley Board. The specific terms of such standard
compensation are described further in Parsley's annual proxy statement that was
filed with the
Assumption of Equity Compensation Plan and Certain Awards
In connection with the Merger, Parsley assumed (i) all shares that were available for issuance under the Jagged Peak Energy Inc. 2017 Long Term Incentive Plan (the "Jagged Peak Plan") as of the Effective Time (the "Assumed Shares"), (ii) all Jagged Peak restricted stock units that were outstanding immediately before the Effective Time under the Jagged Peak Plan (the "Jagged Peak RSUs") and (iii) the Jagged Peak Plan.
At the Effective Time, each Jagged Peak RSU converted into an award (a "Converted RSU") with respect to a number of shares of Parsley Class A common stock equal to the product of (i) the number of shares of Jagged Peak common stock subject to the Jagged Peak RSU as of immediately prior to the Effective Time and (ii) the Exchange Ratio (rounded down to the nearest whole share). The shares of Parsley Class A common stock subject to a Converted RSU will be delivered to the holder in accordance with the terms of the applicable Jagged Peak RSU. No new awards will be granted under the Jagged Peak Plan from and after the Effective Time.
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The Assumed Shares, after adjustment to reflect the Exchange Ratio and
reservation of a sufficient number of shares to cover the Converted RSUs, will
be available for issuance as shares of Parsley Class A common stock under the
An amendment to the Parsley Plan accounting for the Assumed Shares is attached hereto as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02. The full text of the Jagged Peak Plan is attached hereto as Exhibit 10.7 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01 (including the exhibit) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements.
The audited consolidated and combined balance sheets of Jagged Peak as of
The Report of Independent Registered Public Accounting Firm, issued by
The unaudited consolidated balance sheet of Jagged Peak as of
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined statements of operations for the year
ended
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(d) Exhibits. Exhibit No. Document Description 2.1† Agreement and Plan of Merger, dated as ofOctober 14, 2019 , by and betweenParsley Energy, Inc. ,Jackal Merger Sub, Inc. and Jagged Peak Energy Inc. (incorporated by reference to Exhibit 2.1 to Parsley's Current Report on Form 8-K, File No. 001-36463, filed with theSEC onOctober 15, 2019 ). 4.1 Indenture, dated as ofMay 8, 2018 , by and among Jagged Peak Energy LLC, Jagged Peak Energy Inc. andWells Fargo Bank, National Association , as Trustee (incorporated by reference to Exhibit 4.1 to Jagged Peak's Current Report Form 8-K, File No. 001-37995, filed with theSEC onMay 8, 2018 ). 4.2* Second Supplemental Indenture, datedJanuary 10, 2020 , among JackalMerger Sub A, LLC ,Jagged Peak Energy LLC , the subsidiary guarantors named therein andWells Fargo Bank, National Association , as trustee. 10.1* Eighth Amendment to Credit Agreement, dated as ofJanuary 10, 2020 , amongParsley Energy, LLC as borrower,Parsley Energy, Inc. , each of the guarantors party thereto,Wells Fargo Bank, National Association , as administrative agent,JPMorgan Chase Bank, N.A . as syndication agent,BMO Harris Bank, N.A ., as documentation agent, and the lenders party thereto. 10.2* Indemnification Agreement, dated as ofJanuary 10, 2020 , by and betweenParsley Energy, Inc. andJames J. Kleckner . 10.3* Indemnification Agreement, dated as ofJanuary 10, 2020 , by and betweenParsley Energy, Inc. andS. Wil VanLoh , Jr. 10.4* Director Agreement, dated as ofJanuary 10, 2020 , by and betweenParsley Energy, Inc. andJames J. Kleckner . 10.5* Director Agreement, dated as ofJanuary 10, 2020 , by and betweenParsley Energy, Inc. andS. Wil VanLoh , Jr. 10.6*†† First Amendment to theAmended and Restated Parsley Energy, Inc. 2014 Long Term Incentive Plan. 10.7†† Jagged Peak Energy Inc. 2017 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Jagged Peak's Current Report on Form 8-K, File No. 001-37955, filed with theSEC onJanuary 31, 2017 ). 23.1* Consent ofKPMG LLP . 23.2* Consent ofRyder Scott Company, L.P. 99.1* News Release, datedJanuary 10, 2020 , titled "Parsley Energy Completes Acquisition of Jagged Peak Energy." 99.2 The audited consolidated and combined balance sheets of Jagged Peak, as ofDecember 31, 2018 and 2017, and the audited consolidated and combined statements of operations, statements of cash flows and statements of changes in equity of Jagged Peak, for the years endedDecember 31, 2018 , 2017 and 2016, and the notes related thereto (incorporated by reference to Jagged Peak Energy Inc.'s Form 10-K for the year endedDecember 31, 2018 , File No. 001-37995, filed with theSEC onFebruary 28, 2019 ).
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99.3 The Report of Independent Registered Public Accounting Firm, issued byKPMG LLP , datedFebruary 28, 2019 , relating to the audited consolidated and combined financial statements of Jagged Peak Energy Inc. (incorporated by reference to Jagged Peak Energy Inc.'s Form 10-K for the year endedDecember 31, 2018 , File No. 001-37995, filed with theSEC onFebruary 28, 2019 ). 99.4 The unaudited consolidated balance sheet of Jagged Peak as ofSeptember 30, 2019 and the unaudited consolidated statements of operations, statements of cash flows and statements of changes in equity of Jagged Peak for the nine month periods endedSeptember 30, 2019 and 2018, and the notes related thereto (incorporated by reference to Jagged Peak Energy Inc.'s Form 10-Q for the quarter endedSeptember 30, 2019 , File No. 001-37995, filed with theSEC onNovember 7, 2019 ). 99.5 The unaudited pro forma condensed combined balance sheet as ofSeptember 30, 2019 and the unaudited pro forma condensed combined statements of operations for the year endedDecember 31, 2018 and the nine months endedSeptember 30, 2019 (incorporated by reference to the information under the caption "Unaudited Pro Forma Condensed Combined Financial Statements" of the Form S-4/A ofParsley Energy, Inc. File No. 333-234503, filed with theSEC onNovember 22, 2019 ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. † Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Parsley agrees to furnish a supplemental copy
of any omitted schedule or attachment to the
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