PARSLEY ENERGY, INC. Item 8.01 Other Events.
As previously disclosed, onOctober 20, 2020 ,Parsley Energy, Inc. , aDelaware corporation ("Parsley"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Pioneer Natural Resources Company, aDelaware corporation ("Pioneer"),Pearl First Merger Sub Inc. , aDelaware corporation and a wholly-owned subsidiary of Pioneer ("Merger Sub Inc. "),Pearl Second Merger Sub LLC , aDelaware limited liability company and a wholly-owned subsidiary of Pioneer ("Merger Sub LLC "),Pearl Opco Merger Sub LLC , aDelaware limited liability company and a wholly-owned subsidiary of Pioneer ("Opco Merger Sub LLC "),Parsley andParsley Energy, LLC , aDelaware limited liability company ("Opco LLC "). The Merger Agreement provides for, among other things, (i) the merger ofMerger Sub Inc. into Parsley (the "First Parsley Merger"), with Parsley continuing as the surviving corporation (the "Surviving Corporation"), (ii) simultaneously with the First Parsley Merger, the merger ofOpco Merger Sub LLC intoOpco LLC (the "Opco Merger"), withOpco LLC continuing as the surviving company, and (iii) immediately following the First Parsley Merger and the Opco Merger, the merger of theSurviving Corporation intoMerger Sub LLC (together with the First Parsley Merger and the Opco Merger, the "Mergers"), withMerger Sub LLC continuing as the surviving entity and a wholly-owned subsidiary of Pioneer. As a result of the Mergers, Parsley will become a wholly owned subsidiary of Pioneer. OnDecember 4, 2020 , Parsley and Pioneer filed with theSecurities and Exchange Commission (the "SEC") a definitive joint proxy statement/prospectus for the solicitation of proxies in connection with the special meetings of Parsley's stockholders and Pioneer's stockholders, each to be held onJanuary 12, 2021 , to vote upon, among other things, matters necessary to complete the Mergers (the "Joint Proxy Statement/Prospectus").
Litigation Related to the Mergers
Following the filing of the preliminary joint proxy statement/prospectus onNovember 23, 2020 (the "Preliminary Joint Proxy Statement/Prospectus"), 12 complaints have been filed with respect to the Mergers as ofJanuary 5, 2021 : three in theUnited States District Court for the District of Delaware , captioned as Wang v.Parsley Energy, Inc. et al, No. 1:20-cv-01600 (D. Del.) (the "Wang Action"), Horde v.Parsley Energy, Inc. et al, No. 1:20-cv-1642 (D. Del.) (the "Horde Action"), and Smith v.Parsley Energy, Inc. et al, No. 1:20-cv-01649 (D. Del.) (the "Smith Action"); seven in theUnited States District Court for the Southern District of New York , captioned as Neal v.Parsley Energy, Inc. et al, No. 1:20-cv-10355 (S.D.N.Y.) (the "Neal Action"), Reyna v.Parsley Energy, Inc. et al, No. 1:20-cv-10453 (S.D.N.Y.) (the "Reyna Action"), Poole v.Parsley Energy, Inc. et al, No. 1:20-cv-10456 (S.D.N.Y.) (the "Poole Action"), Hutson v.Parsley Energy, Inc. et al, No. 1:20-cv-105049 (S.D.N.Y.) (the "Hutson Action"), Bushansky v.Parsley Energy, Inc. et al, No. 1:20-cv-10635 (S.D.N.Y.) (the "Bushansky Action"), Gebhardt v.Parsley Energy, Inc. et al, No. 1:20-cv-10793 (S.D.N.Y.) (the "Gebhardt Action") and Prinzel v.Parsley Energy, Inc. et al, No. 1:20-cv-10877 (S.D.N.Y.) (the "Prinzel Action"); one in theUnited States District Court for the Eastern District of New York , captioned as Ortiz v.Parsley Energy, Inc. et al, No. 1:20-cv-06043 (E.D.N.Y.) (the "Ortiz Action", and, together with the Wang Action, the Horde Action, the Smith Action, the Neal Action, the Reyna Action, the Poole Action, the Hutson Action, the Bushansky Action, the Gebhardt Action, and the Prinzel Action, the "Federal Court Actions"); and one in theSupreme Court of the State of New York for the County ofNew York , captioned as Gupta v.Parsley Energy, Inc. et al, No. 656659/2020 (Sup. Ct.N.Y. Cty ) (the "Gupta Action" and, together with the Federal Court Actions, the "Stockholder Actions"). The Stockholder Actions were filed by purported Parsley stockholders and name Parsley and the members of the Parsley board as defendants. The Horde Action,Gupta Action , andSmith Action also name Pioneer,Merger Sub Inc. ,Merger Sub LLC andOpco Merger Sub LLC as defendants. The Federal Court Actions allege, among other things, that the Preliminary Joint Proxy Statement/Prospectus fails to disclose certain allegedly material information in violation of Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as well as Rule 14a-9 under the Exchange Act. The Gupta Action is a putative class action and asserts claims for breach of fiduciary duty against the members of the Parsley board and claims for aiding and abetting breach of fiduciary duty against Parsley, Pioneer and the merger subsidiaries. The complaint alleges that consideration for the Mergers is inadequate, that certain aspects of the sales process were deficient, that there are conflicts of interest between Parsley insiders and Parsley's public stockholders and that the Preliminary Joint Proxy Statement/Prospectus omitted material information. The Stockholder Actions seek injunctive relief enjoining the Mergers and damages and costs, among other remedies. 2 -------------------------------------------------------------------------------- It is possible that additional, similar complaints may be filed or the complaints described above may be amended. If this occurs, Parsley and Pioneer do not intend to announce the filing of each additional, similar complaint or any amended complaint unless it contains materially new or different allegations. Although Parsley and Pioneer cannot predict the outcome of or estimate the possible loss or range of loss from these matters, Pioneer, Parsley and Parsley's defendant directors believe that these complaints are without merit and intend to vigorously defend them. Parsley and Pioneer believe that these claims are without merit and no supplemental disclosures are required under applicable laws; however, in order to avoid the risk of the Stockholder Actions delaying the Mergers and to minimize the expense of defending the Stockholder Actions, and without admitting any liability or wrongdoing, Parsley and Pioneer are voluntarily making certain disclosures below that supplement those contained in the Joint Proxy Statement/Prospectus. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Parsley and Pioneer specifically deny all allegations in the foregoing complaints, including that any additional disclosure was or is required, and believe that the supplemental disclosures contained herein are immaterial. SUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS Parsley and Pioneer are supplementing the Joint Proxy Statement/Prospectus with certain additional information set forth below. These disclosures should be read in connection with the Joint Proxy Statement/Prospectus, which should be read in its entirety. All page references are to pages in the Joint Proxy Statement/Prospectus, and all terms used below, unless otherwise defined, have the meanings set forth in the Joint Proxy Statement/Prospectus. New text is bolded and underlined.
The section of the Joint Proxy Statement/Prospectus titled "The Mergers-Background of the Mergers" is hereby amended and supplemented by:
Replacing the second sentence of the fifth full paragraph on page 61 in its entirety with the following:
The confidentiality agreement prohibited certain requests to waive the confidentiality agreement, but allowed an interested party to make private proposals (including waiver requests) to the Parsley board to the extent such proposals would not create a legal disclosure obligation and also contained a "fall away" provision rendering the standstill obligations inapplicable upon certain events related to a change of control transaction involving the other party, including that the standstill provisions would fall-away if Parsley entered into an agreement with another party similar to the merger agreement.
Replacing the second full paragraph on page 71 in its entirety with the following:
The same day, Messrs. Thompson and Alameddine discussed a possible transaction bonus pool program for Parsley employees, but ultimately decided that the parties would not establish a separate transaction bonus pool program. Rather, Parsley would proceed with its normal bonus program. Messrs. Thompson and Alameddine also discussed the treatment of the 280(G) excise tax that certain Parsley employees may owe as a result of payments in connection with the mergers. At no time during the parties' negotiations with respect to the proposed transaction did representatives of Pioneer and Parsley engage in discussions regarding post-transaction employment of any Parsley employees. The section of the Joint Proxy Statement/Prospectus titled "The Mergers-Certain Parsley Unaudited Prospective Financial and Operating Information" is hereby amended and supplemented by:
Inserting the following sentence at the end of the third bullet on page 88:
Parsley Case C consists of a reserves-based financial forecast that includes asset-level projections on a standalone basis, and as such does not independently forecast certain corporate line items.
Inserting the following sentence at the end of the fourth bullet on page 88:
Parsley Case D consists of a reserves-based financial forecast that includes asset-level projections on a standalone basis, and as such does not independently forecast certain corporate line items.
Inserting the following as a line item in the table at the top of page 89 under the heading "Parsley Case A" and revising footnote (5) to such table as follows:
Total revenue$ 1,677 $ 1,873 $ 1,901 $ 2,031 $ 2,032 (5) Other expense for 2020E represents hedge settlements (changes in accrual) of$11 million , restructuring costs of$8 million associated with a reduction in force and the relocation of certain employees to a different office building, cash exploration and abandonment costs, including cash charges incurred for non-recurring seismic information, of$7.1 million , amortization of debt related costs, including interest income, of$1.7 million , rig stacking expense comprising lump sum contract termination costs of$14.9 million , non-cash plugging and abandonment adjustments of$1 million and other non-cash operating cash flow items of$0.1 million . 3 -------------------------------------------------------------------------------- Inserting the following as a line item in the table at the bottom of page 89 under the heading "Parsley Case B" and revising footnote (5) to such table as follows: Total revenue$ 1,708 $ 1,931 $ 1,916 $ 2,024 $ 2,013 (5) Other expense for 2020E represents hedge settlements (changes in accrual) of$11 million , restructuring costs of$8 million associated with a reduction in force and the relocation of certain employees to a different office building, cash exploration and abandonment costs, including cash charges incurred for non-recurring seismic information, of$7.1 million , amortization of debt related costs, including interest income, of$1.7 million , rig stacking expense comprising lump sum contract termination costs of$14.9 million , non-cash plugging and abandonment adjustments of$1 million and other non-cash operating cash flow items of$0.1 million .
Inserting the following as a line item in the table in the middle of page 90 under the heading "Parsley Case C":
Total revenue$ 920 $ 1,836 $ 1,848 $ 1,903 $ 1,989 $ 2,061 $ 2,145
Inserting the following as a line item in the table at the bottom of page 90 under the heading "Parsley Case D":
Total revenue$ 920 $ 1,836 $ 1,848 $ 1,903 $ 1,989 $ 2,289 $ 2,382 The section of the Joint Proxy Statement/Prospectus titled "The Mergers-Opinions of Pioneer's Financial Advisors-Opinion ofGoldman Sachs & Co. LLC " is hereby amended and supplemented by:
Replacing the second and third paragraphs under the heading "Illustrative Discounted Cash Flow Analysis-Parsley" on pages 96 and 97 in their entirety with the following:
Without Pioneer expected synergies. Using discount rates ranging from 7.5% to 8.5%, reflecting estimates of Parsley's weighted average cost of capital, Goldman Sachs discounted to present value as ofSeptember 30, 2020 (i) estimates of the unlevered free cash flows to be generated by Parsley on a standalone basis, excluding Pioneer expected synergies, for the period fromSeptember 30, 2020 toDecember 31, 2024 , as reflected in the Pioneer projections (without synergies) for Parsley, and (ii) a range of illustrative terminal values for Parsley as ofDecember 31, 2024 , calculated by applying perpetuity growth rates ranging from (0.5)% to 0.5% to the estimate of the terminal year unlevered free cash flow of Parsley of approximately$785 million , as reflected in the Pioneer projections for Parsley (which analysis implied multiples of the implied terminal values derived for Parsley to estimated earnings before interest, taxes, depreciation, and amortization ("EBITDA") for Parsley, as reflected in the Pioneer projections for Parsley, for 2024, ranging from 6.2x to 8.0x). Goldman Sachs derived the discount rates referenced above by application of the capital asset pricing model ("CAPM"), which requires certain company-specific inputs, including the company's target capital structure weightings, the cost of long-term debt, future applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics forthe United States financial markets generally. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Pioneer projections for Parsley on a standalone basis and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived a range of illustrative enterprise values for Parsley by adding the ranges of present values it derived as described above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived the net debt of Parsley as ofSeptember 30, 2020 of approximately$3.161 billion , as reflected in Parsley's consolidated balance sheet as of that date, and the TRA payment, to derive a range of illustrative equity values for Parsley. Goldman Sachs then divided the range of illustrative equity values it derived for Parsley on a standalone basis by the fully diluted shares of Parsley Class A common stock (including shares issuable in exchange for outstandingParsley LLC stapled units) outstanding as ofOctober 19, 2020 of 416,532,582, calculated based on equity information provided by Parsley management and approved for Goldman Sachs' use by Pioneer management, to derive a range of illustrative present values per share of Parsley Class A common stock andParsley LLC stapled unit of$13.88 to$19.29 . 4 -------------------------------------------------------------------------------- With Pioneer expected synergies. Goldman Sachs performed the same discounted cash flow analysis described above for Parsley, taking into account Pioneer expected synergies, using discount rates ranging from 7.5% to 8.5%, reflecting estimates of Parsley's weighted average cost of capital, Goldman Sachs discounted to present value as ofSeptember 30, 2020 (i) estimates of the unlevered free cash flows to be generated by Parsley taking into account Pioneer expected synergies, for the period fromSeptember 30, 2020 toDecember 31, 2024 , as reflected in the Pioneer projections for Parsley and the Pioneer expected synergies, and (ii) a range of illustrative terminal values for Parsley as ofDecember 31, 2024 , calculated by applying perpetuity growth rates ranging from (0.5)% to 0.5% to the estimate of the terminal year unlevered free cash flow of Parsley of approximately$862 million , as reflected in the Pioneer projections for Parsley and the Pioneer expected synergies (which analysis implied multiples of the implied terminal values derived for Parsley to estimated EBITDA for Parsley, as reflected in the Pioneer projections for Parsley and the Pioneer expected synergies for 2024, ranging from 6.4x to 8.4x). Goldman Sachs derived the discount rates referenced above by application of CAPM. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Pioneer projections for Parsley and the Pioneer expected synergies and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived a range of illustrative enterprise values for Parsley by adding the ranges of present values it derived as described above. Goldman Sachs then subtracted from the range of illustrative adjusted enterprise values it derived the net debt of Parsley as ofSeptember 30, 2020 of approximately$3.161 billion , as reflected in Parsley's consolidated balance sheet as of that date, and the TRA payment, to derive a range of illustrative equity values for Parsley. Goldman Sachs then divided the range of illustrative equity values it derived for Parsley on a standalone basis by the fully diluted shares of Parsley Class A common stock outstanding as ofOctober 19, 2020 of 416,532,582, calculated based on equity information provided by Parsley management and approved for Goldman Sachs' use by Pioneer management, to derive a range of illustrative present values per share of Parsley Class A common stock andParsley LLC stapled unit of$16.08 to$22.01 .
Replacing the second and third paragraphs under the heading "Discounted Cash Flow Analysis-Pioneer Standalone" on page 98 in their entirety with the following:
Using discount rates ranging from 6.5% to 7.5%, reflecting estimates of Pioneer's weighted average cost of capital, Goldman Sachs discounted to present value as ofSeptember 30, 2020 (i) estimates of the unlevered free cash flows to be generated by Pioneer on a standalone basis for the period fromSeptember 30, 2020 toDecember 31, 2024 , as reflected in the Pioneer projections for Pioneer, and (ii) a range of illustrative terminal values for Pioneer on a standalone basis as ofDecember 31, 2024 , calculated by applying perpetuity growth rates ranging from 1.25% to 2.25% to the estimate of the terminal year unlevered free cash flow of Pioneer of approximately$1.275 billion , as reflected in the Pioneer projections for Pioneer (which analysis implied multiples of the implied terminal values derived for Pioneer to EBITDA for Pioneer, as reflected in the Pioneer projections for Pioneer on a standalone basis, for 2024, ranging from 5.8x to 8.7x). Goldman Sachs derived the discount rates referenced above by application of CAPM. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Pioneer projections for Pioneer on a standalone basis and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived a range of illustrative enterprise values for Pioneer on a standalone basis by adding the ranges of present values it derived as described above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived the net debt (including finance leases and net contingent fee obligations) of Pioneer on a standalone basis as ofSeptember 30, 2020 of approximately$2.899 billion , as provided by Pioneer management, to derive a range of illustrative equity values for Pioneer on a standalone basis. Goldman Sachs then divided the range of illustrative equity values it derived for Pioneer on a standalone basis by the fully diluted shares of Pioneer common stock outstanding as ofOctober 19, 2020 (ranging from 166,125,442 shares outstanding to 166,159,037 shares outstanding), calculated based on equity information provided by Pioneer management, to derive a range of illustrative present values per share of Pioneer common stock on a standalone basis of$98.80 to$150.22 . 5
-------------------------------------------------------------------------------- Replacing the second and third paragraphs under the heading "Discounted Cash Flow Analysis-Pioneer Pro Forma" on pages 98 and 99 in their entirety with the following: Using discount rates ranging from 6.5% to 7.5%, reflecting estimates of Pioneer's weighted average cost of capital on a pro forma basis, Goldman Sachs discounted to present value as ofSeptember 30, 2020 (i) estimates of the unlevered free cash flows to be generated by Pioneer on a pro forma basis for the period fromSeptember 30, 2020 toDecember 31, 2024 , as reflected in the Pioneer projections for Pioneer on a pro forma basis, and (ii) a range of illustrative terminal values for Pioneer on a pro forma basis as ofDecember 31, 2024 , calculated by applying perpetuity growth rates ranging from 0.5% to 1.5% to the estimate of the terminal year unlevered free cash flow of Pioneer of approximately$2.136 billion , as reflected in the Pioneer projections for Pioneer (which analysis implied multiples of the implied terminal values derived for Pioneer to estimated EBITDA for Pioneer, as reflected in the Pioneer projections on a pro forma basis for Pioneer, for 2024, ranging from 6.1x to 8.6x). Goldman Sachs derived the discount rates referenced above by application of CAPM. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Pioneer projections on a pro forma basis and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived a range of illustrative enterprise values for Pioneer on a pro forma basis by adding the ranges of present values it derived as described above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived the net debt (including finance leases and net contingent fee obligations) of Pioneer on a pro forma basis as ofSeptember 30, 2020 of approximately$6.06 billion , as provided by Pioneer management and the TRA payment, to derive a range of illustrative equity values for Pioneer on a pro forma basis. Goldman Sachs then divided the range of illustrative equity values it derived for Pioneer on a pro forma basis by the fully diluted shares of Pioneer common stock outstanding as ofOctober 19, 2020 (ranging from 218,278,421 shares outstanding to 218,537,878 shares outstanding), calculated based on equity information provided by Pioneer management, to derive a range of illustrative present values per share of Parsley Class A common stock andParsley LLC stapled unit on a pro forma basis of$109.00 to$159.18 . The section of the Joint Proxy Statement/Prospectus titled "The Mergers-Opinions of Pioneer's Financial Advisors-Opinion ofMorgan Stanley & Co. LLC " is hereby amended and supplemented by:
Replacing the first table on page 106 in its entirety with the following:
TV / Current TV / EBITDAX Offer Price /
Transaction Production (FY + 1) CFPS (FY + 1)
Transaction Announce Date Closing Date Value ($MM) ($/Boepd) (x) (x)
Permian Basin
ConocoPhillips / Concho
Resources, Inc. 10/19/2020 N / A $ 13,351 $ 41,854 5.0x 3.8x
Parsley Energy, Inc. / Jagged
Peak Energy, Inc. 10/14/2019 01/10/2020 $ 2,278 $ 57,966 5.1x 3.9x
Diamondback Energy / Energen 8/14/2018 11/29/2018 $ 9,197 $ 94,428 8.8x 8.3x
Concho Resources / RSP Permian 3/28/2018 07/19/2018 $ 9,301 $ 149,054 9.9x 9.4x
Diversified, Partially Permian
or Other Basin
Devon Energy Corporation / WPX
Energy, Inc. 9/26/2020 N/ A $ 5,730 $ 34,334 3.7x 2.0x
Chevron Corporation / Noble
Energy, Inc. 7/20/2020 10/05/2020 $ 13,251 $ 37,860 7.1x 3.3x
Callon Petroleum Company /
Carrizo Oil & Gas, Inc. 7/15/2019 12/20/2019 $ 3,167 $ 74,865 4.3x 1.9x
Occidental Petroleum
Corporation / Anadarko
Petroleum Corporation 5/9/2019 08/08/2019 $ 57,469 $ 77,295 7.0x 5.9x
Encana Corporation / Newfield
Exploration Company 11/1/2018 02/13/2019 $ 7,729 $ 38,919 4.9x 3.9x
Chesapeake Energy Corporation /
WildHorse Resource Development
Corporation 10/30/2018 02/01/2019 $ 3,804 $ 81,466 5.6x 3.9x
6
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Replacing the paragraph under the heading "Pioneer Discounted Cash Flow Analysis" on page 107 in its entirety with the following:
With respect to Pioneer, Morgan Stanley calculated a range of implied total equity values of Pioneer and values per share of Pioneer common stock based on estimates of future unlevered free cash flows of Pioneer based on estimates by Pioneer management fromJanuary 1, 2021 throughDecember 31, 2024 . Morgan Stanley calculated a terminal value range of$16,451 million to$23,763 million for Pioneer by applying an exit multiple range of 4.5x to 6.5x to the EBITDA of Pioneer for the terminal year, based on Morgan Stanley's professional judgement and taking into account Pioneer's historical trading multiples. Morgan Stanley then discounted the unlevered free cash flows and terminal value to present value as ofDecember 31, 2020 using discount rates of 7.2% to 8.8%, representing the range of discount rates for Pioneer selected by Morgan Stanley based on Morgan Stanley's estimation of Pioneer's weighted average cost of capital of 7.2% to 8.8%. Morgan Stanley then deducted the net debt of Pioneer from the resulting value to derive equity value. Net debt was based on the estimated$1.668 billion of net debt as ofDecember 31, 2020 provided in the Pioneer projections. Based on the above-described analysis, Morgan Stanley derived a range of implied values per share of Pioneer common stock as ofDecember 31, 2020 of$82.05 to$120.50 .
Replacing the paragraph under the heading "Parsley Discounted Cash Flow Analysis" on page 107 in its entirety with the following:
With respect to Parsley, Morgan Stanley calculated a range of implied total equity values of Parsley and values per share of Parsley Class A common stock based on estimates of future unlevered free cash flows of Parsley based on the Pioneer projections for Parsley fromJanuary 1, 2021 throughDecember 31, 2024 . Morgan Stanley calculated a terminal value range of$5,614 million to$8,421 million for Parsley by applying an exit multiple range of 4.0x to 6.0x to the EBITDA of Parsley for the terminal year, based on Morgan Stanley's professional judgement and taking into account Parsley's historical trading multiples. Morgan Stanley then discounted the unlevered free cash flows and terminal value to present value as ofDecember 31, 2020 using discount rates of 7.9% to 9.3%, representing the range of discount rates for Parsley selected by Morgan Stanley based on Morgan Stanley's estimation of Parsley's weighted average cost of capital of 7.9% to 9.3%. Morgan Stanley then deducted the net debt of Parsley from the resulting value to derive equity value. Net debt was based on the estimated$2.846 billion of net debt as ofDecember 31, 2020 provided in the Pioneer projections for Parsley. Based on the above-described analysis, Morgan Stanley derived a range of implied values per share of Parsley Class A common stock as ofDecember 31, 2020 of$8.35 to$13.94 .
Replacing the first paragraph under the heading "Equity Research Valuation-Parsley" on page 108 in its entirety with the following:
Morgan Stanley reviewed sell-side analyst price targets per share of Parsley Class A common stock prepared and published on Bloomberg by 31 equity research analysts during the time period fromAugust 6, 2020 toOctober 19, 2020 . These targets generally reflect each analyst's estimate of the 12-month future public market trading price per share of Parsley Class A common stock and were not . . .
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