8-K

 

 

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): May 31, 2018

 

 

PARSLEY ENERGY, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-36463   46-4314192

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

303 Colorado Street

Suite 3000

Austin, Texas 78701

(Address of Principal Executive Offices)

(Zip Code)

(737) 704-2300

(Registrant’s 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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging grown company 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 (which were subsequently renamed Parsley DE Lone Star LLC, Parsley DE Operating LLC, and Parsley Veritas Energy Partners, LLC, respectively) 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. On August 11, 2017, the Company filed a Current Report on Form 8-K that included the unaudited consolidated financial statements of DE Permian as of and for the three months ended March 31, 2016 and 2017, and the unaudited pro forma consolidated and combined financial statements of the Company as of and for the three months ended March 31, 2017.

 

Item 8.01 Other Events.

This Current Report on Form 8-K provides the following additional financial information:

 

    Unaudited pro forma consolidated and combined statement of operations of the Company for the year ended December 31, 2017, and the related notes to the unaudited pro forma consolidated and combined statement of operations, attached as Exhibit 99.1 hereto.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit

    No.    

  

Description

99.1    Unaudited pro forma consolidated and combined statement of operations for the year ended December 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.

 

PARSLEY ENERGY, INC.
By:  

/s/ Colin W. Roberts

  Colin W. Roberts
  Executive Vice President—General Counsel

Dated: May 31, 2018

 

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