Item 1.02 Termination of a Material Definitive Agreement.
Credit Facility
In connection with the consummation of the Merger, on
Item 2.01 Completion of Acquisition or Disposition of Assets.
As discussed in the Introductory Note, on
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Company performance stock units, whether vested or unvested, was converted into a vested right to receive a number of shares of Parsley Class A Common Stock (and such Parsley Class A common stock was issued in an amount) equal to the product of (i) the number of shares of Jagged Peak Common Stock subject to such award based on the actual achievement of the performance criteria set forth in the applicable award agreement over a truncated performance period that ended immediately prior to the Effective Time, and (ii) the Exchange Ratio (rounded down to the nearest whole share of Parsley Class A Common Stock).
The issuance of Parsley Class A Common Stock in connection with the Merger was
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to Parsley's registration statement on Form S-4, as amended (File
No. 333-234503), which was declared effective by the
The foregoing description of the Merger and the Merger Agreement, and the transactions contemplated thereby, is a summary only, does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.01.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Prior to the completion of the Merger, shares of Jagged Peak Common Stock were
listed and traded on the
In addition, Jackal Merger Sub, as successor in interest to the Company, intends
to file with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 1.02, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
At the Effective Time, each eligible share of the Jagged Peak Common Stock was converted into the right to receive 0.447 shares of Parsley Class A Common Stock.
In addition, in connection with the Merger and pursuant to the Merger Agreement, each outstanding award of Company restricted stock units, whether vested or unvested, was converted into an award, subject to the same terms and conditions, with the right to receive a number of shares of Parsley Class A Common Stock equal to the product of (i) the number of shares of Jagged Peak Common Stock subject to such award as of immediately prior to the Effective Time and (ii) the exchange ratio in the Merger (rounded down to the nearest whole share of Parsley Class A Common Stock).
Item 5.01 Changes in Control of Registrant.
As a result of the consummation of the Merger, at the Effective Time, the Company became a wholly owned subsidiary of Parsley. Immediately following the Merger, as a result of the consummation of the LLC Sub Merger, the Company merged with and into Jackal Merger Sub, a wholly owned subsidiary of Parsley.
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The information set forth in the Introductory Note, Item 2.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In accordance with the terms of the Merger Agreement,
Also effective as of the Effective Time, each officer of the Company ceased his or her respective service as an officer of the Company. Jackal Merger Sub, as a member managed limited liability company, will be ultimately managed by the directors and officers of its sole member, Parsley.
Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the consummation of the LLC Sub Merger, the certificate of
formation and limited liability company agreement of Jackal Merger Sub as in
effect immediately prior to the effective time of the LLC Sub Merger, as set
forth in Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, became the
certificate of formation and limited liability company agreement of the
The foregoing disclosures are subject to and qualified in their entirety by reference to Exhibits 3.1 and 3.2 of this Current Report on Form 8-K, which are incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1† Agreement and Plan of Merger, dated as ofOctober 14, 2019 , by and between Parsley Energy, Inc.,Jackal Merger Sub, Inc. andJagged Peak Energy Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, File No. 001-37995, filed with theSEC onOctober 15, 2019 ). 3.1* Certificate of Formation ofJackal Merger Sub A, LLC , datedNovember 18, 2019 . 3.2* Limited Liability Company Agreement ofJackal Merger Sub A, LLC , datedNovember 18, 2019 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith.
† Schedules and similar attachments have been omitted pursuant to Item 601(b)(2)
of Regulation S-K. Parsley agrees to furnish a supplemental copy of any omitted
schedule or attachment to the
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