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

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

Item1.01

Entry into a Material Definitive Agreement.

Underwriting Agreement

On February7, 2017, Parsley Energy, Inc. (the Company) entered
into an underwriting agreement (the Underwriting Agreement) with
Credit Suisse Securities (USA) LLC, as representative (the
Representative) of the several underwriters named therein (the
Underwriters), in connection with an underwritten public offering
(the Equity Offering) of 36,000,000 shares of ClassA common
stock. On February10, 2017, the Underwriters exercised in full
their option to purchase up to 5,400,000 additional shares,
bringing the total offering to 41,400,000 shares of ClassA common
stock (the Shares).

The Company expects the net proceeds from the Equity Offering to
be approximately $1,260.6million, after deducting estimated fees
and expenses. The Company intends to use the net proceeds from
the Equity Offering, along with the net proceeds from the Notes
Offering (as defined below), to fund the cash portion of the
purchase price for the contribution by Double Eagle Energy
Permian LLC and certain affiliated entities to Parsley Energy,
LLC (Parsley LLC) of their interests in Double Eagle Lone Star
LLC, DE Operating LLC, and Veritas Energy Partners, LLC, which
hold certain undeveloped acreage and producing oil and gas
properties in the Midland Basin (the Double Eagle Acquisition).
If the Double Eagle Acquisition is not consummated, or if there
are any remaining net proceeds from the Equity Offering and the
Notes Offering, the Company intends to use such net proceeds to
fund a portion of its capital program and for general corporate
purposes, including potential future acquisitions.

The issuance and sale of the Shares has been registered under the
Securities Act of 1933, as amended (the Securities Act), to the
Companys automatic shelf registration statement on Form S-3
(Registration No.333-204766), filed with and deemed automatically
effective by the Securities and Exchange Commission on June5,
2015. The Equity Offering closed on February13, 2017. A legal
opinion relating to the validity of the Shares is attached hereto
as Exhibit 5.1.

The Underwriting Agreement contains customary representations,
warranties and agreements by the Company and customary conditions
to closing, obligations of the parties and termination
provisions. Additionally, the Company has agreed to indemnify the
Underwriters against certain liabilities, including liabilities
under the Securities Act, or to contribute to payments the
Underwriters may be required to make because of any of those
liabilities. Furthermore, the Company has agreed with the
Underwriters not to offer or sell any shares of its ClassA common
stock (or securities convertible into or exchangeable for ClassA
common stock), subject to limited exceptions, for a period of 30
days after the date of the Underwriting Agreement without the
prior written consent of the Representative.

The Underwriters and their respective affiliates have from time
to time performed, and may in the future perform, various
financial advisory, commercial banking and investment banking
services for the Company and its affiliates in the ordinary
course of business for which they have received and would receive
customary compensation. In addition, in the ordinary course of
their various business activities, the Underwriters and their
respective affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or
related derivative securities) and financial instruments
(including bank loans) for their own account and for the accounts
of their customers, and such investments and securities
activities may involve the Companys securities and/or
instruments.

The foregoing description of the Underwriting Agreement is
qualified in its entirety by reference to such Underwriting
Agreement, a copy of which is attached hereto as Exhibit 1.1 and
is incorporated herein by reference.

Purchase Agreement

On February8, 2017, Parsley LLC, Parsley Finance Corp. (Finance
Corp. and together with Parsley LLC, the Issuers) and certain
subsidiaries of Parsley LLC (the Guarantors), entered into a
purchase agreement (the Purchase Agreement) with Credit Suisse
Securities (USA) LLC, as Representative of the several initial
purchasers named therein (the Initial Purchasers), in connection
with an offering (the Notes Offering) of $450.0million aggregate
principal amount of 5.250% senior notes due 2025 (the 5.250%
Notes).

The Company expects the net proceeds from the Notes Offering to
be approximately $444.2million, after deducting estimated fees
and expenses. The Company intends to use the net proceeds from
the Notes Offering, along

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with the net proceeds from the Equity Offering, to fund the cash
portion of the purchase price for the Double Eagle Acquisition.
If the Double Eagle Acquisition is not consummated, or if there
are any remaining net proceeds from the Notes Offering and the
Equity Offering, the Company intends to use such net proceeds to
fund a portion of its capital program and for general corporate
purposes, including potential future acquisitions.

The 5.250% Notes were issued and sold to the Initial Purchasers
to an exemption from the registration requirements of the
Securities Act, to Section4(a)(2) thereunder. The Initial
Purchasers intend to resell the 5.250% Notes only to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act and to certain persons outside the United States
in accordance with Regulation S under the Securities Act. The
5.250% Notes have not been registered under the Securities Act or
applicable state securities laws and may not be offered or sold
in the United States absent registration or an applicable
exemption from the registration requirements of the Securities
Act and applicable state laws. The Notes Offering closed on
February13, 2017.

The Purchase Agreement contains customary representations,
warranties and agreements by the Issuers and the Guarantors and
customary conditions to closing, obligations of the parties and
termination provisions. Additionally, the Issuers and the
Guarantors have agreed to indemnify the Initial Purchasers
against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the Initial
Purchasers may be required to make because of any of those
liabilities. Furthermore, the Issuers and the Guarantors have
agreed with the Initial Purchasers not to offer or sell any debt
securities issued or guaranteed by the Issuers or the Guarantors
having more than one year until maturity (or securities
convertible into or exchangeable for the 5.250% Notes or the
guarantees thereof) for a period of 30 days after the date of the
Purchase Agreement without the prior written consent of the
Representative.

The Initial Purchasers and their respective affiliates have from
time to time performed, and may in the future perform, various
financial advisory, commercial banking and investment banking
services for the Issuers and their affiliates in the ordinary
course of business for which they received and would receive
customary compensation. In addition, in the ordinary course of
their various business activities, the Initial Purchasers and
their respective affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or
related derivative securities) and financial instruments
(including bank loans) for their own account and for the accounts
of their customers, and such investments and securities
activities may involve securities and/or instruments of the
Issuers and their affiliates.

The foregoing description of the Purchase Agreement is qualified
in its entirety by reference to such Purchase Agreement, a copy
of which is attached hereto as Exhibit 10.1 and is incorporated
herein by reference.

Indenture

The information included or incorporated by reference in Item
2.03 below is incorporated herein by reference.

Item2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Indenture and 5.250% Notes

The 5.250% Notes were sold and issued under the Indenture, dated
as of February13, 2017, between the Issuers, the Guarantors and
U.S. Bank National Association, as trustee (the Indenture). The
5.250% Notes are senior unsecured obligations of the Issuers. The
5.250% 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 5.250% Notes are not guaranteed by
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 5.250% Notes will mature on August15, 2025. The 5.250% Notes
bear interest at the rate of 5.250% per annum, payable in cash
semi-annually in arrears on each February15 and August15,
commencing August15, 2017.

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Optional Redemption

At any time prior to August15, 2020, the Issuers may, from time
to time, redeem up to 35% of the aggregate principal amount of
the 5.250% Notes with an amount of cash not greater than the net
cash proceeds of certain equity offerings at a redemption price
equal to 105.250% of the principal amount of the 5.250% 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 August15, 2020, the Issuers may, on any one
or more occasions, redeem all or a part of the 5.250% Notes at a
redemption price equal to 50% of the principal amount of the
5.250% Notes redeemed, plus a make-whole premium as of, and
accrued and unpaid interest, if any, to, the date of redemption.

On and after August15, 2020, the Issuers may redeem the 5.250%
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:

YEAR		PERCENTAGE
			103.938	%
			102.625	%
			101.313	%
2023 and thereafter			100.000	%

Change of Control

If the Issuers experience certain kinds of changes of control,
each holder of 5.250% Notes may require the Issuers to repurchase
all or a portion of its 5.250% Notes for cash at a price equal to
101% of the aggregate principal amount of such 5.250% 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.

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 5.250% Notes may declare the 5.250%
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 5.250% 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.

Item7.01

Regulation FD Disclosure.

On February7, 2017, the Company issued a news release announcing
the pricing of an underwritten public offering of 36,000,000
shares of its ClassA common stock. The Company granted the
Underwriters a 30-day option to purchase up to an additional
5,400,000 shares of ClassA common stock, which was exercised in
full on February10, 2017. A copy of the news release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.

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On February8, 2017, Parsley LLC issued a news release announcing
the pricing of an offering of $450.0million aggregate principal
amount of 5.250% Notes. A copy of the news release is attached
hereto as Exhibit 99.2 and is incorporated herein by reference.

The information in this Item 7.01 (including the exhibits) shall
not be deemed to be filed for purposes of Section18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of that section, and is
not incorporated by reference into any filing under the
Securities Act or the Exchange Act.

Item9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated February7, 2017, by and between Parsley Energy, Inc. and Credit Suisse Securities (USA) LLC, as representative of the several underwriters named therein.
4.1		Indenture, dated February13, 2017, by and among Parsley Energy, LLC, Parsley Finance Corp., the subsidiary guarantors named therein and U.S. Bank National Association, as trustee.
5.1		Opinion of Vinson Elkins L.L.P., as to the validity of the Shares.
10.1		Purchase Agreement, dated February8, 2017, by and among Parsley Energy, LLC, Parsley Finance Corp., the subsidiary guarantors named therein and Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers named therein.
23.1		Consent of Vinson Elkins L.L.P. (included in Exhibit 5.1).
99.1		News Release, dated February7, 2017, titled Parsley Energy Prices Offering of ClassA Common Stock.
99.2		News Release, dated February8, 2017, titled Parsley Energy, LLC Announces Pricing of Upsized $450 Million Private Placement of Senior Unsecured Notes due 2025.

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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 -0.23 at 32.08 with 5,067,881 shares trading hands.