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EX-23.4 - EX-23.4 - Pioneer PE Holding LLCd731058dex234.htm
EX-23.5 - EX-23.5 - Pioneer PE Holding LLCd731058dex235.htm
EX-23.1 - EX-23.1 - Pioneer PE Holding LLCd731058dex231.htm
EX-23.2 - EX-23.2 - Pioneer PE Holding LLCd731058dex232.htm
EX-23.3 - EX-23.3 - Pioneer PE Holding LLCd731058dex233.htm
EX-5.1 - EX-5.1 - Pioneer PE Holding LLCd731058dex51.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 Registrant’s 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
Maximum
Aggregate

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 registrant’s 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
Number

     

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)

 

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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
Principal Accounting Officer)

  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

 

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EXHIBIT INDEX

 

Exhibit
Number

     

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)

 

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