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Item 1.01
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Entry into a Material Definitive Agreement.
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Second Amended and Restated Limited Liability Company
Agreement of Parsley Energy, LLC
On April 20, 2017, in connection with the closing of the Double Eagle Acquisition, the
Company and Parsley LLC entered into the Second Amended and Restated Limited Liability Company Agreement of Parsley LLC (the “Second A&R Parsley LLC Agreement”). The Second A&R Parsley LLC Agreement amended and restated the First
Amended and Restated LLC Agreement of Parsley LLC, dated as of May 29, 2014, to provide for the admission of the entities and individuals designated by DE Operating to receive the PE Units and shares of the Company’s Class B common
stock issued as consideration in connection with the closing of the Double Eagle Acquisition (“DE Operating’s Designees”) as members of Parsley LLC, among other things.
The foregoing description of the Second A&R Parsley LLC Agreement is qualified in its entirety by reference to the Second A&R Parsley
LLC Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Registration Rights Agreement
In connection with the closing of the Double Eagle Acquisition, on April 20, 2017, the Company entered into a registration
rights and
lock-up
agreement (the “Double Eagle RRA”) with DE Operating’s Designees, pursuant to which, among other things and subject to certain restrictions, the Company is required to file
with the Securities and Exchange Commission an automatically effective registration statement on Form
S-3
registering for resale the shares of the Company’s Class A common stock issuable upon
exchange of the PE Units (and a corresponding number of shares of the Company’s Class B common stock) issued as consideration in connection with the closing of the Double Eagle Acquisition and to conduct certain underwritten offerings
thereof. The holders of registrable securities under the Double Eagle RRA are subject to a
90-day
lock-up
period during which they may not directly or indirectly
transfer any PE Units, shares of the Company’s Class B common stock, or shares of the Company’s Class A common stock, or any rights or economic interests pertaining thereto.
The foregoing description of the Double Eagle RRA is qualified in its entirety by reference to the Double Eagle RRA, a copy of which is
attached hereto as Exhibit 4.1 and is incorporated herein by reference.
2
Second Amended and Restated Registration Rights Agreement
In connection with the closing of the Double Eagle Acquisition, on April 20, 2017, the Company entered into the Second Amended and
Restated Registration Rights Agreement (the “Second A&R IPO RRA”), by and among the Company, Parsley LLC and the other parties thereto. The Second A&R IPO RRA amended and restated the Amended and Restated Registration Rights
Agreement, dated as of May 29, 2014, by and among the Company, Parsley LLC and the other parties thereto, to, among other things, address the relative rights of the holders of registrable securities under the Double Eagle RRA and the holders of
registrable securities under the Second A&R IPO RRA and to include such registrable securities in certain registration statements and underwritten offerings.
The foregoing description of the Second A&R IPO RRA is qualified in its entirety by reference to the Second A&R IPO RRA, a copy of
which is attached hereto as Exhibit 4.2 and is incorporated herein by reference.
Supplemental Indentures
On April 20, 2017, the Company entered into the Third Supplemental Indenture (the “6.250% Third Supplemental Indenture”), by and
among Parsley LLC, Parsley Finance Corp. (“Finance Corp” and, together with Parsley LLC, the “Issuers”), the subsidiary guarantors named therein and U.S. Bank National Association, as trustee, to the indenture dated as of
May 27, 2016, relating to the 6.250% senior notes due 2024 of the Issuers (the “6.250% Notes Indenture”).
On
April 20, 2017, the Company entered into the First Supplemental Indenture (the “5.375% First Supplemental Indenture”), by and among the Issuers, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee,
to the indenture dated as of December 13, 2016, relating to the 5.375% senior notes due 2025 of the Issuers (the “5.375% Notes Indenture”).
On April 20, 2017, the Company entered into the First Supplemental Indenture (the “5.250% First Supplemental Indenture” and,
together with the 5.375% First Supplemental Indenture and the 6.250% Third Supplemental Indenture, the “Supplemental Indentures”), by and among the Issuers, the subsidiary guarantors named therein and U.S. Bank National Association, as
trustee, to the indenture dated as of February 13, 2017, relating to the 5.250% senior notes due 2025 of the Issuers (the “5.250% Notes Indenture” and, together with the 5.375% Notes Indenture and the “6.250% Notes
Indenture,” the “Indentures”).
The Supplemental Indentures provide for, among other things, the additions of Double Eagle
Lone Star LLC, a Delaware limited liability company, DE Operating LLC, a Delaware limited liability company, Veritas Energy Partners, LLC, a Delaware limited liability company, and Novus Land Services LLC, a Delaware limited liability company and
wholly owned subsidiary of Double Eagle Lone Star LLC, as guarantors under each Indenture.
The foregoing description of the Supplemental
Indentures are qualified in their entirety by reference to the Supplemental Indentures, copies of which are attached hereto as Exhibits 4.3, 4.4 and 4.5, respectively, and are incorporated herein by reference.