Current Report Filing (8-k)
August 11 2017 - 4:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 11, 2017
PARSLEY ENERGY, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-36463
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46-4314192
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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303 Colorado Street, Suite 3000
Austin, Texas 78701
(Address of Principal Executive Offices)
(Zip Code)
(737)
704-2300
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
On April 20, 2017, Parsley Energy, Inc. (the Company) and its subsidiary, Parsley Energy, LLC, completed the acquisition (the
Double Eagle Acquisition) of all of the interests in Double Eagle Lone Star LLC, DE Operating LLC, and Veritas Energy Partners, LLC from Double Eagle Energy Permian Operating LLC (DE Operating), Double Eagle Energy Permian
LLC (DE Permian), and Double Eagle Energy Permian Member LLC (together with DE Operating and DE Permian, Double Eagle), as well as certain related transactions with an affiliate of Double Eagle.
In connection with the consummation of the Double Eagle Acquisition, on May 3, 2017, the Company amended its current report
on Form 8-K
filed on April 20, 2017 to, among other things, include the historical audited consolidated financial statements of DE Permian as of and for the years ended December 31,
2015 and December 31, 2016, and the unaudited pro forma consolidated and combined financial information of the Company as of and for the year ended December 31, 2016.
This Current Report on
Form 8-K
provides the following additional financial information.
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Unaudited consolidated financial statements of DE Permian as of and for the three months ended March 31, 2016 and 2017, and the related notes to the unaudited consolidated financial statements, attached as Exhibit
99.1 hereto.
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Unaudited pro forma consolidated and combined financial statements as of and for the three months ended March 31, 2017, and the related notes to the unaudited pro forma consolidated and combined financial
statements, attached as Exhibit 99.2 hereto.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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EXHIBIT
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DESCRIPTION
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99.1
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Historical unaudited consolidated financial statements of Double Eagle Energy Permian LLC as of and for the three months ended March 31, 2016 and 2017.
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99.2
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Unaudited pro forma consolidated and combined financial statements as of and for the three months ended March 31, 2017.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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PARSLEY ENERGY, INC.
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By:
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/s/ Colin W. Roberts
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Colin W. Roberts
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Executive Vice PresidentGeneral Counsel
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Dated: August 11, 2017
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EXHIBIT INDEX
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EXHIBIT
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DESCRIPTION
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99.1
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Historical unaudited consolidated financial statements of Double Eagle Energy Permian LLC as of and for the three months ended March 31, 2016 and 2017.
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99.2
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Unaudited pro forma consolidated and combined financial statements as of and for the three months ended March 31, 2017.
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