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

Item1.02

On December6, 2016, Parsley Energy, LLC (Parsley LLC) and Parsley
Finance Corp. (together with Parsley LLC, the Issuers), each a
subsidiary of Parsley Energy, Inc. (the Company), issued a
conditional notice of redemption to redeem any and all of their
7.500% senior unsecured notes due 2022 (the 2022 Notes) that
remained outstanding following the consummation of a cash tender
offer (the Tender Offer). In connection therewith, the
$61.8million aggregate principal amount of 2022 Notes that
remained outstanding following consummation of the Tender Offer
were redeemed in full on January5, 2017.

On January6, 2017, the indenture, as supplemented, dated as of
February5, 2014, by and among the Issuers, certain subsidiaries
of Parsley LLC, as guarantors, and U.S. Bank National
Association, as trustee, governing the 2022 Notes was satisfied
and discharged. The 2022 Notes, which bore interest at 7.500% per
year, were scheduled to mature on February15, 2022.

U.S. Bank National Association and its affiliates have from time
to time performed, and may in the future perform, various
financial advisory, commercial banking, investment banking and
other 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, U.S. Bank National Association
and its 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 and its affiliates securities and/or
instruments.

On January10, 2016, the Company announced, among other things,
its 2017 capital program and operational guidance. A copy of the
Companys news release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.

The information in this Item 2.02 (including the exhibit) 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 of1933, as amended (the Securities Act), or the
Exchange Act.

Offering of ClassA Common Stock

On January 10, 2017, the Company issued a news release announcing
the commencement of an underwritten public offering of 20,000,000
shares of its ClassA common stock (the Equity Offering).The
Company expects to grant the underwriters a 30-day option to
purchase up to an additional 3,000,000 shares of ClassA common
stock.A copy of the news release is attached hereto as
Exhibit99.2 and incorporated herein by reference.

The information in this Item 7.01 (including the exhibit) shall
not be deemed to be filed for purposes of Section18 of 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.

(i) On January 10, 2017, the Company issued a news release
announcing, among other things, that it has entered into
agreements to acquire, in unrelated transactions, certain oil and
gas interests in the Midland and Southern Delaware Basins for an
aggregate purchase price of $650million in cash, subject to
customary purchase price adjustments (the Acquisitions). A copy
of the news release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.

(ii) In connection with the Equity Offering, the Company provided
the additional risk factors set forth below in the disclosures
provided to investors in the Equity Offering. Capitalized terms
used but not defined below have the meaning given such terms in
the prospectus supplement related to the Equity Offering.

We may not consummate the Acquisitions, and this
offering is not conditioned on the consummation of the
Acquisitions.

We intend to use a portion of the net proceeds from this offering
to fund the aggregate purchase price for the Acquisitions, as
described under SummaryRecent Developments. However, we may not
consummate the Acquisitions, which are subject to the
satisfaction of customary closing conditions. There can be no
assurance that such conditions will be satisfied or that the
Acquisitions will be consummated.

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This offering is not conditioned on the consummation of the
Acquisitions. Therefore, upon the closing of this offering, you
will become a holder of our ClassA common stock regardless of
whether the Acquisitions are consummated, delayed or terminated.
If the Acquisitions are delayed or terminated, the price of our
ClassA common stock may decline to the extent that the current
market price of our ClassA common stock reflects a market
assumption that the Acquisitions will be consummated on the terms
described herein.

If the Acquisitions are not consummated, our management will have
broad discretion in the application of the net proceeds from this
offering and could apply the proceeds in ways that you or other
stockholders may not approve, which could adversely affect the
market price of our ClassA common stock.

Certain federal income tax deductions currently
available with respect to natural gas and oil exploration and
development may be eliminated as a result of future
legislation.

In recent years, legislation has been proposed that would, if
enacted into law, significantly change U.S. tax laws, including
certain key U.S. federal income tax provisions currently
available to oil and gas companies. Such legislative proposals
have included, but not been limited to: (i)the repeal of the
percentage depletion allowance for oil and gas properties;
(ii)the elimination of current deductions for intangible drilling
and development costs; (iii)the elimination of the deduction for
certain domestic production activities; and (iv)an extension of
the amortization period for certain geological and geophysical
expenditures. Congress could consider, and could include, some or
all of these proposals as part of tax reform legislation
accompanying lower federal income tax rates. Moreover, other more
general features of tax reform legislation, including changes to
cost recovery rules and to the deductibility of interest expense,
may be developed that also would change the taxation of oil and
gas companies. It is unclear whether these or similar changes
will be enacted and, if enacted, how soon any such changes could
take effect. The passage of any legislation as a result of these
proposals or any similar changes in U.S. federal income tax laws
could eliminate or postpone certain tax deductions that currently
are available with respect to oil and gas development, or
increase costs, and any such changes could have an adverse effect
on our financial position, results of operations and cash flows.

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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 up +0.91 at 36.67 with 1,994,877 shares trading hands.