Attached files
file | filename |
---|---|
EX-23.4 - EX-23.4 - Pioneer PE Holding LLC | d731058dex234.htm |
EX-23.5 - EX-23.5 - Pioneer PE Holding LLC | d731058dex235.htm |
EX-23.1 - EX-23.1 - Pioneer PE Holding LLC | d731058dex231.htm |
EX-23.2 - EX-23.2 - Pioneer PE Holding LLC | d731058dex232.htm |
EX-23.3 - EX-23.3 - Pioneer PE Holding LLC | d731058dex233.htm |
EX-5.1 - EX-5.1 - Pioneer PE Holding LLC | d731058dex51.htm |
As filed with the Securities and Exchange Commission on May 22, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PARSLEY ENERGY, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 1311 | 46-4314192 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(IRS Employer Identification Number) |
500 W. Texas Ave., Tower I, Suite 200
Midland, Texas 79701
(432) 818-2100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Colin W. Roberts
General Counsel
500 W. Texas Ave., Tower I, Suite 200
Midland, Texas 79701
(432) 818-2100
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Douglas E. McWilliams Matthew R. Pacey Vinson & Elkins L.L.P. 1001 Fannin, Suite 2500 Houston, Texas 77002 (713) 758-2222 |
J. Michael Chambers Keith Benson Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas 77002 (713) 546-5400 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x File No. 333-195230
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
| ||||||||
Title of Each Class of Securities To Be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Offering Price |
Amount of Registration Fee(3) | ||||
Class A common stock, par value $0.01 per share |
7,015,000 |
$18.50 | $129,777,500 | $16,715.34 | ||||
| ||||||||
|
(1) | Represents only the additional number of shares of Class A common stock being registered and includes shares of Class A common stock issuable upon exercise of the underwriters option to purchase additional shares of Class A common stock. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-195230). |
(2) | Based upon the public offering price. |
(3) | The registrant has previously paid $51,520.00 for the registration of $400,000,000 of proposed maximum aggregate offering price in the filing of the Registration Statement on April 11, 2014 (File No. 333-195230) and $65,524.42 that was previously paid for the registration of an additional $508,730,000 of proposed maximum aggregate offering price in the filing of Amendment No. 2 to the Registration Statement on May 12, 2014 (File No. 333-195230). |
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462 (b) under the Securities Act of 1933, as amended.
Explanatory Note
This registration statement is being filed with respect to the registration of additional shares of Class A common stock of Parsley Energy, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the registration statement on Form S-1 (Registration No. 333-195230), initially filed by Parsley Energy, Inc. with the Securities and Exchange Commission on April 11, 2014, as amended by Amendment No. 1 thereto filed on May 5, 2014 and Amendment No. 2 thereto filed on May 12, 2014, and which was declared effective on May 22, 2014, including the exhibits thereto, are incorporated herein by reference.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. | Exhibits |
All exhibits previously filed or incorporated by reference in the registrants Registration Statement on Form S-1, as amended (Registration No. 333-195230), are incorporated by reference into, and shall be deemed to be a part of this filing, except for the following, which are filed herewith:
Exhibit |
Description | |||
5.1 | | Opinion of Vinson & Elkins L.L.P. | ||
23.1 | | Consent of KPMG LLP | ||
23.2 | | Consent of KPMG LLP | ||
23.3 | | Consent of KPMG LLP | ||
23.4 | | Consent of KPMG LLP | ||
23.5 | | Consent of Netherland, Sewell and Associates, Inc. | ||
23.6 | | Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1) |
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Texas, on May 22, 2014.
PARSLEY ENERGY, INC. | ||
By: | /S/ BRYAN SHEFFIELD | |
Bryan Sheffield President, Chief Executive Officer and Director |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Name |
Title |
Date | ||
/S/ BRYAN SHEFFIELD Bryan Sheffield |
President, Chief Executive Officer and Director (Principal Executive Officer) |
May 22, 2014 | ||
* Ryan Dalton |
Chief Financial Officer (Principal Financial Officer and |
May 22, 2014 | ||
* Chris Carter |
Director | May 22, 2014 | ||
* A.R. Alameddine |
Director | May 22, 2014 | ||
* David Smith |
Director | May 22, 2014 | ||
* Randolph Newcomer, Jr. |
Director | May 22, 2014 |
By: | /S/ BRYAN SHEFFIELD | |
Bryan Sheffield Attorney-in-fact |
II-2
EXHIBIT INDEX
Exhibit |
Description | |||
5.1 | | Opinion of Vinson & Elkins L.L.P. | ||
23.1 | | Consent of KPMG LLP | ||
23.2 | | Consent of KPMG LLP | ||
23.3 | | Consent of KPMG LLP | ||
23.4 | | Consent of KPMG LLP | ||
23.5 | | Consent of Netherland, Sewell and Associates, Inc. | ||
23.6 | | Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1) |
II-3