PARSLEY ENERGY, INC. (NYSE:PE) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Indenture and 2025 Notes

On December13, 2016, Parsley Energy, LLC (Parsley LLC), Parsley
Finance Corp. (Finance Corp. and together with Parsley LLC, the
Issuers), certain subsidiaries of Parsley LLC (the Guarantors)
and U.S. Bank, National Association, as trustee (the Trustee),
entered into an indenture (the Indenture) to which the Issuers
issued $650million in aggregate principal amount of 5.375% senior
unsecured notes due 2025 (the 2025 Notes). The 2025 Notes are
senior unsecured obligations of the Issuers. The 2025 Notes are
fully and unconditionally guaranteed on a senior unsecured basis
by the existing subsidiaries of Parsley LLC that guarantee its
indebtedness under its revolving credit facility, other than
Finance Corp. The 2025 Notes are not guaranteed by Parsley
Energy, Inc. (the Company), Parsley LLCs sole managing member and
controlling equity holder, and the Company is not subject to the
terms of the Indenture.

Interest and Maturity

The 2025 Notes will mature on January15, 2025. The 2025 Notes
bear interest at the rate of 5.375%per annum, payable in cash
semi-annually in arrears on each January15 and July15, commencing
July15, 2017.

Optional Redemption

At any time prior to January15, 2020, the Issuers may, from time
to time, redeem up to 35% of the aggregate principal amount of
the 2025 Notes with an amount of cash not greater than the net
cash proceeds of certain equity offerings at a redemption price
equal to 105.375% of the principal amount of the 2025 Notes
redeemed, plus accrued and unpaid interest, if any, to the date
of redemption, provided that at least 65% of the aggregate
principal amount issued under the Indenture remains outstanding
immediately after such redemption and the redemption occurs
within 120 days of the closing date of such equity offering.

At any time prior to January15, 2020, the Issuers may, on any one
or more occasions, redeem all or a part of the 2025 Notes at a
redemption price equal to 50% of the principal amount of the 2025
Notes redeemed, plus a make-whole premium as of, and accrued and
unpaid interest, if any, to, the date of redemption.

On and after January15, 2020, the Issuers may redeem the 2025
Notes, in whole or in part, at the redemption prices set forth
below, plus accrued and unpaid interest, if any, to the date of
redemption, if redeemed during the twelve-month period beginning
on January15 of the years indicated below:

Change of Control

If the Issuers experience certain kinds of changes of control,
each holder of 2025 Notes may require the Issuers to repurchase
all or a portion of its 2025 Notes for cash at a price equal to
101% of the aggregate principal amount of such 2025 Notes, plus
any accrued but unpaid interest to the date of repurchase.

Certain Covenants

The Indenture contains covenants that, among other things and
subject to certain exceptions and qualifications, limit the
Issuers ability and the ability of their restricted subsidiaries
to: (i)incur or guarantee additional indebtedness or issue
certain types of preferred stock; (ii)pay dividends on capital
stock or redeem, repurchase or retire capital stock or
subordinated indebtedness; (iii)transfer or sell assets; (iv)make
investments; (v)create certain liens; (vi)enter into agreements
that restrict dividends or other payments from their subsidiaries
to them; (vii)consolidate, merge or transfer all or substantially
all of their assets; (viii)engage in transactions with
affiliates; and (ix)create unrestricted subsidiaries.

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Events of Default

Upon an Event of Default (as defined in the Indenture), the
trustee or the holders of at least 25% of the aggregate principal
amount of then outstanding 2025 Notes may declare the 2025 Notes
immediately due and payable, except that a default resulting from
certain events of bankruptcy or insolvency with respect to
Parsley LLC, any restricted subsidiary of Parsley LLC that is a
significant subsidiary or any group of restricted subsidiaries
that, taken together, would constitute a significant subsidiary,
will automatically cause all outstanding 2025 Notes to become due
and payable.

The foregoing description of the Indenture is qualified in its
entirety by reference to such Indenture, a copy of which is
attached hereto as Exhibit4.1 and is incorporated herein by
reference.

The information included or incorporated by reference in Item
1.01 above is incorporated herein by reference.

On December12, 2016, Parsley LLC issued a press release
announcing the expiration of its cash tender offer (the Tender
Offer) to purchase any and all of the outstanding aggregate
principal amount of the 7.500% Senior Notes due 2022 (the 2022
Notes) issued by the Issuers to the Indenture, dated as of
February5, 2014 (as supplemented by the First Supplemental
Indenture thereto, dated as of August25, 2016, and the Second
Supplemental Indenture thereto, dated as of October27, 2016).

At the time of expiration of the Tender Offer, $487,715,000
aggregate principal amount of the 2022 Notes (approximately
88.7%) was validly tendered, which did not include $1,222,000
aggregate principal amount of the 2022 Notes that remain subject
to guaranteed delivery procedures. Parsley LLC accepted for
payment all such 2022 Notes validly tendered and not validly
withdrawn in the Tender Offer and made payment for such 2022
Notes on December13, 2016. Any 2022 Notes that remain outstanding
following the guaranteed delivery settlement date on December15,
2016, will be redeemed on January5, 2017, to the notice of
conditional redemption issued on December6, 2016.

(d)Exhibits.

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About PARSLEY ENERGY, INC. (NYSE:PE)

Parsley Energy, Inc. is an independent oil and natural gas company. The Company is focused on the acquisition, development and exploitation of unconventional oil and natural gas reserves in the Permian Basin. The Permian Basin is located in West Texas and Southeastern New Mexico and comprises over three primary sub-areas: the Midland Basin, the Central Basin Platform and the Delaware Basin. The Company’s properties are primarily located in the Midland and Delaware Basins and its activities have been focused on the vertical development of the Spraberry, Wolfberry and Wolftoka Trends of the Midland Basin. The Company’s vertical wells in the Permian Basin are drilled into stacked pay zones that include the Spraberry, Wolfcamp, Upper Pennsylvanian (Cline), Strawn, Atoka and Mississippian formations. The Company splits its assets into over four areas, including the Midland Basin-Core, Midland Basin-Tier I, Midland Basin-Other and Southern Delaware Basin.

PARSLEY ENERGY, INC. (NYSE:PE) Recent Trading Information

PARSLEY ENERGY, INC. (NYSE:PE) closed its last trading session down -0.95 at 36.07 with 3,752,775 shares trading hands.