Parsley Energy, Inc. (NYSE: PE) (“Parsley Energy” or the “Company”)
today announced that it has priced an underwritten, upsized public
offering of 11,227,273 shares of its Class A common stock by the Company
and 1,122,727 shares of its Class A common stock by NGP X US Holdings,
L.P., one of the Company’s stockholders, at $18.00 per share. The
12,350,000 share offering represents a 3,000,000 share upsize to the
originally proposed 9,350,000 share offering. Total gross proceeds
(before underwriters’ fees and estimated expenses) will be approximately
$202.1 million to the Company and approximately $20.2 million to the
selling stockholder. The Company and the selling stockholder have
granted the underwriters an option for 30 days to purchase up to an
additional 1,684,091 and 168,409 shares of the Company’s Class A common
stock, respectively. The offering is expected to close on December 14,
2015, subject to customary closing conditions.
The Company recently entered into a purchase and sale agreement
providing for the sale and transfer by the seller (“Seller”) of Seller’s
interests in 6,040 gross (5,274 net) acres located in Upton, Reagan and
Glasscock Counties, Texas, with 238 associated net horizontal drilling
locations, for an aggregate purchase price of $148.5 million in cash
(subject to customary purchase price adjustments), which the Company
intends to fund with a portion of the net proceeds of the offering. The
properties to be acquired had average net production of approximately
1,000 Boe/d during the month of November and also include one horizontal
well that is anticipated to be completed by the Seller prior to close.
The remaining net proceeds will be used to fund a portion of the
Company’s capital program and for general corporate purposes. The
Company will not receive any of the proceeds from the sale of shares by
the selling stockholder.
Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC are acting
as underwriters for the offering.
The offering is being made pursuant to an effective shelf registration
statement, which has been filed with the Securities and Exchange
Commission (the “SEC”) and became effective June 5, 2015. The offering
will be made only by means of a preliminary prospectus supplement and
the accompanying base prospectus, copies of which may be obtained on the
SEC’s website at www.sec.gov.
Alternatively, the underwriters will arrange to send you the preliminary
prospectus supplement and related base prospectus if you request them by
contacting:
Goldman, Sachs & Co.
Attn: Prospectus Department
200 West
Street
New York, NY 10282
Telephone: 1-866-471-2526
Credit Suisse Securities (USA) LLC
Attn: Prospectus Department
One
Madison Avenue
New York, NY 10010
Telephone: 1-800-221-1037
This press release is neither an offer to sell nor a solicitation of an
offer to buy any securities, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Parsley Energy, Inc.
Parsley Energy, Inc. is an independent oil and natural gas company
focused on the acquisition and development of unconventional oil and
natural gas reserves in the Permian Basin in West Texas.
Forward-Looking Statements
Certain statements contained in this news release constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements represent Parsley Energy’s expectations or beliefs concerning
future events, and it is possible that the results described in this
news release will not be achieved. These forward-looking statements are
subject to risks, uncertainties and other factors, many of which are
outside of Parsley Energy’s control, which could cause actual results to
differ materially from the results discussed in the forward-looking
statements. Any forward-looking statement speaks only as of the date on
which it is made, and, except as required by law, Parsley Energy does
not undertake any obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise. New factors emerge from time to time, and it is not possible
for Parsley Energy to predict all such factors. When considering these
forward-looking statements, you should keep in mind the risk factors and
other cautionary statements found in our filings with the SEC,
including, but not limited to, our Annual Report on Form 10-K for the
year ended December 31, 2014, and our subsequent Quarterly Reports on
Form 10-Q. The risk factors and other factors noted in our SEC filings
could cause our actual results to differ materially from those contained
in any forward-looking statement.
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