Attached files
file | filename |
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EX-99.1 - EX-99.1 - Pioneer PE Holding LLC | d911688dex991.htm |
EX-23.1 - EX-23.1 - Pioneer PE Holding LLC | d911688dex231.htm |
8-K - 8-K - Pioneer PE Holding LLC | d911688d8k.htm |
Exhibit 99.2
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
On January 10, 2020, Parsley Energy, Inc. (Parsley) completed the acquisition of Jagged Peak Energy Inc. (Jagged Peak), pursuant to that certain Agreement and Plan of Merger, dated as of October 14, 2019 (the Merger Agreement), among Parsley, Jackal Merger Sub, Inc., a wholly owned subsidiary of Parsley (Merger Sub), and Jagged Peak. Pursuant to the Merger Agreement, Merger Sub merged with and into Jagged Peak (the Merger), with Jagged Peak continuing as the surviving corporation, and immediately thereafter, as part of the same transaction, Jagged Peak merged with and into Jackal Merger Sub A, LLC, a Delaware limited liability company and wholly owned subsidiary of Parsley (LLC Sub), with LLC Sub continuing as the surviving entity. At the Effective Time of the Merger (the Effective Time), each eligible share of common stock, par value $0.01 per share, of Jagged Peak (Jagged Peak Common Stock) issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive 0.447 shares (the Exchange Ratio) of Class A common stock, par value $0.01 per share, of Parsley (Parsley Class A common stock), with cash paid in lieu of the issuance of any fractional shares.
The following unaudited pro forma combined financial information (the pro forma financial statements) give effect to the Merger, which is being accounted for using the acquisition method of accounting with Parsley identified as the acquirer. Under the acquisition method of accounting, Parsley recorded assets acquired and liabilities assumed from Jagged Peak at their respective acquisition date fair values as of January 10, 2020, the date the Merger was completed.
The following pro forma financial statements are derived from the consolidated financial statements of Parsley and Jagged Peak as of and for the year ended December 31, 2019, adjusted to reflect the Merger and related transactions. Certain of Jagged Peaks historical amounts have been reclassified to conform to Parsleys financial statement presentation. The unaudited pro forma combined balance sheet (the pro forma balance sheet) as of December 31, 2019 gives effect to the Merger as if it had been completed on December 31, 2019. The unaudited pro forma combined statement of operations (the pro forma statement of operations) for the year ended December 31, 2019 gives effect to the Merger and related transactions as if they had been completed on January 1, 2019.
The pro forma financial statements reflect the following merger-related pro forma adjustments, based on available information and certain assumptions that Parsley believes are reasonable:
| The Merger, which is being accounted for using the acquisition method of accounting, with Parsley identified as the acquirer, and the issuance of shares of Parsley Class A common stock as merger consideration; |
| The conversion of Jagged Peak restricted stock units into awards of Parsley restricted stock units and the settlement of Jagged Peak performance stock units through the issuance of shares of Parsley Class A common stock, in each case, in accordance with the Merger Agreement; |
| Adjustments to conform the classification of certain assets and liabilities in Jagged Peaks historical balance sheet to Parsleys classification for similar assets and liabilities; |
| Adjustments to conform the classification of expenses in Jagged Peaks historical statements of operations to Parsleys classification for similar expenses; |
| The assumption of liabilities for merger-related expenses; and |
| The recognition of estimated tax impacts of the pro forma adjustments. |
Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the pro forma financial statements. In Parsleys opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The historical consolidated financial statements have been adjusted in the pro forma financial statements to give effect to the Merger. These adjustments are directly attributable to the Merger, factually supportable and, with respect to the pro forma statement of operations, expected to have a continuing impact on the combined results of Parsley and Jagged Peak following the Merger.
As of the date hereof, Parsley has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of the assets to be acquired and the liabilities to be assumed and the related allocations of purchase price, nor has it identified all adjustments necessary to conform Jagged Peaks accounting policies to Parsleys accounting policies. The final determination of the fair value of Parsleys assets and liabilities will be based on the actual assets and liabilities of Jagged Peak that existed as of the closing date of the Merger. In addition, the value of the consideration paid by Parsley upon the consummation of the Merger is based on the closing price of Parsley Class A common stock on January 9, 2020, the trading day immediately preceding the closing date of the Merger. The pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma financial statements presented below. Parsley estimated the fair value of Jagged Peaks assets and liabilities based on discussions with Jagged Peaks management, preliminary valuation studies, due diligence, and information presented in Jagged Peaks U.S. Securities and Exchange Commission (SEC) filings. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the pro forma balance sheet and/or statement of operations. The final purchase price allocation may be materially different than that reflected in the pro forma purchase price allocation presented herein.
The pro forma financial statements are provided for illustrative purposes only and are not intended to represent what Parsleys financial position or results of operations would have been had the Merger actually been consummated on the assumed dates nor do they purport to project the future operating results or financial position of the combined company following the Merger. The pro forma financial statements do not reflect events that have occurred, or future events that may occur, after the Merger, including, but not limited to, the anticipated realization of ongoing savings from potential operating efficiencies, asset dispositions, cost savings, or economies of scale that the combined company may achieve with respect to the combined operations. Specifically, the pro forma statement of operations does not include projected synergies expected to be achieved as a result of the Merger or any associated costs that may be required to be incurred to achieve the identified synergies. Additionally, Parsley cannot ensure that charges will not be incurred in excess of those included in the pro forma total consideration related to the Merger or Parsleys efforts to achieve synergies and integrate the operations of the companies, or that management will be successful in its efforts to integrate the operations of the companies. The pro forma statement of operations also excludes the effects of transaction costs associated with the Merger, costs associated with any restructuring, integration activities, and asset dispositions that have occurred or may result from the Merger. Further, the pro forma financial statements do not reflect the effect of any potential regulatory actions that may impact the results of the combined company following the Merger.
The pro forma financial statements should be read in conjunction with: (i) the accompanying notes to the pro forma financial statements; (ii) the consolidated financial statements of Parsley as of and for the year ended December 31, 2019, and notes related thereto, which are contained in Parsleys Annual Report on Form 10-K for the year ended December 31, 2019 (the Parsley 2019 Form 10-K); (iii) the consolidated financial statements of Jagged Peak as of and for the year ended December 31, 2019, and notes related thereto, which are attached as an exhibit to the Current Report on Form 8-K to which these pro forma financial statements are attached as an exhibit; and (iv) the risk factors and other cautionary statements described under the heading Item 1A. Risk Factors included in the Parsley 2019 Form 10-K.
PARSLEY ENERGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
DECEMBER 31, 2019
Currency: $ in thousands |
Parsley Historical | Jagged Peak Historical |
Combined Historical |
Reclassifications | Pro Forma Adjustments |
Parsley Pro Forma Combined |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
$ | 20,739 | $ | 42,637 | $ | 63,376 | $ | | $ | | $ | 63,376 | ||||||||||||||||||||
Accounts receivable, net of allowance for doubtful accounts: |
| 61,308 | 61,308 | (61,308 | ) | (a | ) | | | |||||||||||||||||||||||
Joint interest owners and other |
48,785 | | 48,785 | 2,912 | (a | ) | | 51,697 | ||||||||||||||||||||||||
Oil, natural gas and NGLs |
192,216 | | 192,216 | 56,840 | (a | ) | | 249,056 | ||||||||||||||||||||||||
Related parties |
183 | | 183 | | | 183 | ||||||||||||||||||||||||||
Short-term derivative instruments, net |
127,632 | 8,394 | 136,026 | | | 136,026 | ||||||||||||||||||||||||||
Other current assets |
8,818 | 2,169 | 10,987 | 1,556 | (a | ) | | 12,543 | ||||||||||||||||||||||||
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Total current assets |
398,373 | 114,508 | 512,881 | | | 512,881 | ||||||||||||||||||||||||||
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PROPERTY, PLANT AND EQUIPMENT |
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Oil and natural gas properties, successful efforts method |
11,272,124 | 2,513,922 | 13,786,046 | | 508,647 | (b | ) | 14,294,693 | ||||||||||||||||||||||||
Accumulated depreciation, depletion and impairment |
(2,117,963 | ) | (647,956 | ) | (2,765,919 | ) | | 647,956 | (b | ) | (2,117,963 | ) | ||||||||||||||||||||
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Total oil and natural gas properties, net |
9,154,161 | 1,865,966 | 11,020,127 | | 1,156,603 | 12,176,730 | ||||||||||||||||||||||||||
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Other property, plant and equipment, net |
170,306 | 8,608 | 178,914 | | (3,774 | ) | (b | ) | 175,140 | |||||||||||||||||||||||
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Total property, plant and equipment, net |
9,324,467 | 1,874,574 | 11,199,041 | | 1,152,829 | 12,351,870 | ||||||||||||||||||||||||||
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NONCURRENT ASSETS |
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Operating lease assets, net of accumulated depreciation |
128,529 | 38,673 | 167,202 | | (27,583 | ) | (c | ) | 139,619 | |||||||||||||||||||||||
Long-term derivative instruments |
| | | | | | ||||||||||||||||||||||||||
Other noncurrent assets |
4,845 | 3,115 | 7,960 | | (2,995 | ) | (d | ) | 4,965 | |||||||||||||||||||||||
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Total noncurrent assets |
133,374 | 41,788 | 175,162 | | (30,578 | ) | 144,584 | |||||||||||||||||||||||||
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TOTAL ASSETS |
$ | 9,856,214 | $ | 2,030,870 | $ | 11,887,084 | $ | | $ | 1,122,251 | $ | 13,009,335 | ||||||||||||||||||||
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LIABILITIES AND EQUITY |
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CURRENT LIABILITIES |
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Accounts payable and accrued expenses |
$ | 416,346 | $ | 166,701 | $ | 583,047 | $ | | $ | 37,926 | (e | ) | $ | 620,973 | ||||||||||||||||||
Revenue and severance taxes payable |
154,556 | | 154,556 | | | 154,556 | ||||||||||||||||||||||||||
Short-term derivative instruments, net |
158,522 | 31,008 | 189,530 | | | 189,530 | ||||||||||||||||||||||||||
Current operating lease liabilities |
61,198 | 32,439 | 93,637 | | (31,287 | ) | (c | ) | 62,350 | |||||||||||||||||||||||
Other current liabilities |
5,002 | | 5,002 | | | 5,002 | ||||||||||||||||||||||||||
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Total current liabilities |
795,624 | 230,148 | 1,025,772 | | 6,639 | 1,032,411 | ||||||||||||||||||||||||||
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NONCURRENT LIABILITIES |
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Long-term debt |
2,182,832 | 785,635 | 2,968,467 | | 28,800 | (d | ) | 2,997,267 | ||||||||||||||||||||||||
Deferred tax liability, net |
193,409 | 108,135 | 301,544 | | 236,049 | (f | ) | 537,593 | ||||||||||||||||||||||||
Operating lease liability |
69,195 | 10,373 | 79,568 | | | 79,568 | ||||||||||||||||||||||||||
Payable pursuant to tax receivable agreement |
70,529 | | 70,529 | | | 70,529 | ||||||||||||||||||||||||||
Asset retirement obligations |
20,538 | 2,809 | 23,347 | | (503 | ) | (g | ) | 22,844 | |||||||||||||||||||||||
Financing lease liability |
1,320 | | 1,320 | | | 1,320 | ||||||||||||||||||||||||||
Other noncurrent liabilities |
119 | | 119 | | 119 | |||||||||||||||||||||||||||
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Total noncurrent liabilities |
2,537,942 | 906,952 | 3,444,894 | | 264,346 | 3,709,240 | ||||||||||||||||||||||||||
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COMMITMENTS AND CONTINGENCIES |
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STOCKHOLDERS EQUITY |
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Preferred stock |
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Common stock: |
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Class A common stock |
2,822 | 2,134 | 4,956 | | (1,175 | ) | (h | ), (i) | 3,781 | |||||||||||||||||||||||
Class B common stock |
355 | | 355 | | | 355 | ||||||||||||||||||||||||||
Additional paid in capital |
5,200,795 | 871,212 | 6,072,007 | | 907,262 | (h | ), (i) | 6,979,269 | ||||||||||||||||||||||||
Retained earnings |
570,889 | 20,424 | 591,313 | | (32,934 | ) | (h | ), (i) | 558,379 | |||||||||||||||||||||||
Treasury stock |
(17,428 | ) | | (17,428 | ) | | | (17,428 | ) | |||||||||||||||||||||||
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Total stockholders equity |
5,757,433 | 893,770 | 6,651,203 | | 873,153 | 7,524,356 | ||||||||||||||||||||||||||
Noncontrolling interests |
765,215 | | 765,215 | | (21,887 | ) | (i | ) | 743,328 | |||||||||||||||||||||||
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Total equity |
6,522,648 | 893,770 | 7,416,418 | | 851,266 | 8,267,684 | ||||||||||||||||||||||||||
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TOTAL LIABILITIES AND EQUITY |
$ | 9,856,214 | $ | 2,030,870 | $ | 11,887,084 | $ | | $ | 1,122,251 | $ | 13,009,335 | ||||||||||||||||||||
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PARSLEY ENERGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2019
Currency: $ (In thousands, except per |
Parsley Historical | Jagged Peak Historical |
Combined Historical |
Reclassifications | Pro Forma Adjustments |
Parsley Pro Forma Combined |
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REVENUES |
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Oil sales |
$ | 1,757,315 | $ | 578,100 | $ | 2,335,415 | $ | | $ | | $ | 2,335,415 | ||||||||||||||||||||||||
Natural gas sales |
36,774 | 2,291 | 39,065 | | | 39,065 | ||||||||||||||||||||||||||||||
Natural gas liquids sales |
155,888 | 14,272 | 170,160 | | | 170,160 | ||||||||||||||||||||||||||||||
Other |
8,837 | 9 | 8,846 | | | 8,846 | ||||||||||||||||||||||||||||||
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Total revenues |
1,958,814 | 594,672 | 2,553,486 | | | 2,553,486 | ||||||||||||||||||||||||||||||
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OPERATING EXPENSES |
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Lease operating expenses |
177,148 | 71,463 | 248,611 | | | 248,611 | ||||||||||||||||||||||||||||||
Transportation and processing costs |
41,198 | | 41,198 | | | 41,198 | ||||||||||||||||||||||||||||||
Production and ad valorem taxes |
124,961 | 45,465 | 170,426 | | | 170,426 | ||||||||||||||||||||||||||||||
Depreciation, depletion and amortization |
794,740 | 265,099 | 1,059,839 | (240 | ) | (a | ) | (112,189 | ) | (j | ) | 947,410 | ||||||||||||||||||||||||
Impairment of unproved oil and natural gas properties |
| 47,252 | 47,252 | | | 47,252 | ||||||||||||||||||||||||||||||
General and administrative expenses |
152,700 | 65,461 | 218,161 | (8,486 | ) | (a | ) | | 209,675 | |||||||||||||||||||||||||||
Exploration and abandonment costs |
100,211 | 3 | 100,214 | | | 100,214 | ||||||||||||||||||||||||||||||
Acquisition costs |
7,616 | | 7,616 | 8,486 | (a | ) | (15,899 | ) | (k | ) | 203 | |||||||||||||||||||||||||
Accretion of asset retirement obligations |
1,465 | | 1,465 | 240 | (a | ) | | 1,705 | ||||||||||||||||||||||||||||
Gain on sale of property |
(2,095 | ) | | (2,095 | ) | | | (2,095 | ) | |||||||||||||||||||||||||||
Rig termination costs |
13,250 | | 13,250 | | | 13,250 | ||||||||||||||||||||||||||||||
Restructuring and other termination costs |
1,562 | | 1,562 | | | 1,562 | ||||||||||||||||||||||||||||||
Other operating expenses |
8,788 | 3,208 | 11,996 | | | 11,996 | ||||||||||||||||||||||||||||||
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Total operating expenses |
1,421,544 | 497,951 | 1,919,495 | | (128,088 | ) | 1,791,407 | |||||||||||||||||||||||||||||
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OPERATING INCOME |
537,270 | 96,721 | 633,991 | | 128,088 | 762,079 | ||||||||||||||||||||||||||||||
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OTHER (EXPENSE) INCOME |
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Interest expense, net |
(133,640 | ) | (38,304 | ) | (171,944 | ) | | 1,226 | (l | ) | (170,718 | ) | ||||||||||||||||||||||||
Loss on derivatives |
(131,212 | ) | (143,156 | ) | (274,368 | ) | | | (274,368 | ) | ||||||||||||||||||||||||||
Interest income |
801 | | 801 | | | 801 | ||||||||||||||||||||||||||||||
Other expense |
(1,364 | ) | (120 | ) | (1,484 | ) | | | (1,484 | ) | ||||||||||||||||||||||||||
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Total other expenses, net |
(265,415 | ) | (181,580 | ) | (446,995 | ) | | 1,226 | (445,769 | ) | ||||||||||||||||||||||||||
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INCOME (LOSS) BEFORE INCOME TAXES |
271,855 | (84,859 | ) | 186,996 | | 129,314 | 316,310 | |||||||||||||||||||||||||||||
INCOME TAX (EXPENSE) BENEFIT |
(61,437 | ) | 16,283 | (45,154 | ) | | (29,108 | ) | (m | ) | (74,262 | ) | ||||||||||||||||||||||||
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NET INCOME (LOSS) |
210,418 | (68,576 | ) | 141,842 | | 100,206 | 242,048 | |||||||||||||||||||||||||||||
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LESS: NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS |
(35,206 | ) | | (35,206 | ) | | 4,600 | (n | ) | (30,606 | ) | |||||||||||||||||||||||||
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NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS |
$ | 175,212 | $ | (68,576 | ) | $ | 106,636 | $ | | $ | 104,806 | $ | 211,442 | |||||||||||||||||||||||
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Net income (loss) per common share: |
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Basic |
$ | 0.63 | $ | (0.32 | ) | $ | 0.56 | (o | ) | |||||||||||||||||||||||||||
Diluted |
$ | 0.63 | $ | (0.32 | ) | $ | 0.56 | (o | ) | |||||||||||||||||||||||||||
Weighted average common shares outstanding: |
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Basic |
279,636 | 213,366 | 96,637 | (o | ) | 376,273 | ||||||||||||||||||||||||||||||
Diluted |
280,172 | 213,366 | 96,637 | (o | ) | 376,809 |
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
Note 1Basis of Presentations
The pro forma financial statements have been derived from the consolidated financial statements of Parsley and Jagged Peak as of and for the year ended December 31, 2019. Certain of Jagged Peaks historical amounts have been reclassified to conform to Parsleys financial statement presentation. The unaudited pro forma combined balance sheet as of December 31, 2019 gives effect to the Merger as if it had occurred on December 31, 2019. The pro forma statement of operations for the year ended December 31, 2019 gives effect to the Merger as if it had occurred on January 1, 2019.
The pro forma financial statements reflect pro forma adjustments that are based on available information and certain assumptions that Parsley believes are reasonable. In Parsleys view, all adjustments known to date that are necessary to present fairly the pro forma information have been made. The estimated merger-related transaction costs total $53.8 million, including fees related to advisory, legal, investment banking and other professional services, all of which are directly attributable to the Merger. The pro forma financial statements do not purport to represent what the combined companys financial position or results of operations would have been if the Merger had actually occurred on the dates indicated above, nor are they indicative of Parsleys future financial position or results of operations.
As described above, the pro forma financial statements should be read in conjunction with: (i) the consolidated financial statements of Parsley as of and for the year ended December 31, 2019, and notes related thereto, which are contained in the Parsley 2019 Form 10-K; (ii) the consolidated financial statements of Jagged Peak as of and for the year ended December 31, 2019, and notes related thereto, which are attached as an exhibit to the Current Report on Form 8-K to which these pro forma financial statements are attached as an exhibit; and (iii) the risk factors and other cautionary statements described under the heading Item 1A. Risk Factors included in the Parsley 2019 Form 10-K.
Note 2Unaudited Pro Forma Combined Balance Sheet
The Merger is being accounted for using the acquisition method of accounting for business combinations. The allocation of the purchase price is based upon the closing price of Parsleys Class A common stock on the trading day immediately preceding January 10, 2020, the date the Merger was completed. As shown below, Parsley has performed a preliminary allocation of the purchase price, which remains subject to change.
Total consideration transferred for the Merger was approximately $1.78 billion. The following table summarizes the consideration transferred at the date of the Merger. The allocation of the consideration transferred is based on managements estimates, judgments and assumptions. When determining the fair values of assets acquired, liabilities assumed and noncontrolling interests of the acquiree, management made significant estimates, judgments and assumptions.
The preliminary merger consideration transferred, fair value of assets acquired, and liabilities assumed are as follows (in thousands, except the Exchange Ratio and per share data):
Consideration transferred: |
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Jagged Peak Common Stock outstanding on January 9, 2020 |
213,333 | |||
Exchange Ratio |
0.447 | |||
|
|
|||
Shares of Parsley Class A common stock issued |
95,360 | |||
NYSE closing price per share of Parsley stock on January 9, 2020 |
$ | 18.44 | ||
|
|
|||
Fair value of Parsley Class A common stock issued |
$ | 1,758,435 | ||
|
|
|||
Settlement of performance stock units |
10,004 | |||
Replacement of restricted stock units attributable to merger consideration |
7,777 | |||
|
|
|||
Consideration transferred |
$ | 1,776,216 | ||
|
|
|||
Fair value of assets acquired: |
||||
Cash |
$ | 42,637 | ||
Accounts receivable |
61,308 | |||
Other current assets |
10,563 | |||
Proved oil and gas properties |
1,431,999 | |||
Unproven oil and gas properties |
1,590,569 | |||
Other property, plant and equipment |
4,834 | |||
Operating lease right-of-use assets |
11,090 | |||
Other noncurrent assets |
120 | |||
|
|
|||
Total assets acquired |
3,153,120 | |||
Fair value of liabilities assumed: |
||||
Accounts payable and accrued expenses |
190,547 | |||
Derivative liabilities |
31,008 | |||
Operating lease liabilities |
11,525 | |||
Deferred tax liabilities, net |
327,083 | |||
Long-term debt |
814,435 | |||
Asset retirement obligations |
2,306 | |||
|
|
|||
Total liabilities assumed |
1,376,904 | |||
|
|
|||
Assets acquired, net of liabilities assumed |
$ | 1,776,216 | ||
|
|
Under the Merger Agreement, Jagged Peak stockholders received 0.447 shares of Parsley Class A common stock for each eligible share of Jagged Peak Common Stock issued and outstanding immediately prior to the Effective Time of the Merger. Parsley issued approximately 95.4 million shares of Parsley Class A common stock, or $1.76 billion in value, as merger consideration. As a result of the Merger, Jagged Peak restricted stock units converted into awards of Parsley restricted stock units and Jagged Peak performance stock units were settled through the issuance of 1.3 million shares of Parsley Class A common stock in accordance with the Merger Agreement.
The Merger was non-taxable to Jagged Peak stockholders, and Jagged Peaks tax basis in the assets and liabilities carried over to Parsley.
Note 3Pro Forma Adjustments
The following adjustments have been made to the accompanying pro forma financial statements:
(a) | The following reclassifications were made as a result of the Merger to conform to Parsleys presentation: |
Unaudited Pro Forma Combined Balance Sheet as of December 31, 2019:
| reflects the reclassification of approximately $2.9 million of Jagged Peaks accounts receivable to accounts receivable joint interest; |
| reflects the reclassification of approximately $56.8 million of Jagged Peaks accounts receivable to accounts receivable oil, natural gas and NGLs; and |
| reflects the reclassification of approximately $1.6 million of Jagged Peaks accounts receivable to other current assets. |
Unaudited Pro Forma Combined Statement of Operations for the Year Ended December 31, 2019:
| reflects reclassification of approximately $0.2 million of Jagged Peaks asset retirement obligation accretion expense from depreciation, depletion and amortization (DD&A) to accretion expense. |
| reflects reclassification of approximately $8.5 million of Jagged Peaks transaction expenses from general and administrative expenses to acquisition costs. |
| reflects reclassification of Jagged Peaks asset retirement obligation accretion expense from DD&A to accretion expense. |
(b) | Reflects a preliminary purchase price allocation adjustment resulting in a $1,152.8 million increase to Jagged Peaks net book basis of property, plant, and equipment to record it at fair value. |
(c) | Reflects a preliminary purchase price allocation adjustment resulting in a $27.6 million decrease to Jagged Peaks right of use lease assets and a $31.3 million decrease to Jagged Peaks operating lease liabilities. |
(d) | Reflects a preliminary purchase price allocation adjustment resulting in a $28.8 million increase to Jagged Peaks senior notes to record them at fair value and a $3.0 million reduction to other noncurrent assets to remove capitalized debt issuance costs related to Jagged Peaks existing credit facility. |
(e) | Reflects the impact of estimated transaction costs of $37.9 million related to the Merger, including advisory, legal, regulatory, accounting, valuation, and other professional fees that are not capitalized as part of the Merger. These transaction costs are not reflected in the December 31, 2019 consolidated balance sheets of Parsley and Jagged Peak, but are reflected in the pro forma combined balance sheet as an increase to accounts payable and accrued expenses as they were expensed by Parsley and Jagged Peak as incurred. These amounts and their corresponding tax effect have not been reflected in the pro forma statement of operations due to their nonrecurring nature. These amounts do not include nonrecurring costs and severance payments for restructuring activities that may occur subsequent to the consummation of the Merger. Such costs will be recorded as an expense in the financial statements of the combined company subsequent to the Merger. |
(f) | Reflects a preliminary purchase price allocation adjustment resulting in a $236.0 million increase to the net deferred tax liability related to estimated fair value adjustments at the estimated statutory tax rate for the combined company and the impact of changes in noncontrolling interests on Parsleys historical deferred tax liability, net. |
(g) | Reflects a preliminary purchase price allocation fair value adjustment resulting in a decrease of $0.5 million to Jagged Peaks asset retirement obligations. |
(h) | Reflects the elimination of Jagged Peaks historical equity balances in accordance with the acquisition method of accounting. |
(i) | Reflects the decrease in Parsley Class A common stock of $1.2 million, additional paid in capital of $907.3 million and the decrease in noncontrolling interests of $21.9 million as a result of the issuance of shares of Parsley Class A common stock in connection with the Merger. Because the increase in the combined companys percentage ownership interest in Parsley Energy, LLC (Parsley LLC) does not result in a change |
of control, the Merger is accounted for as an equity transaction under Accounting Standards Codification Topic 810Consolidation, which requires that any differences between the amount by which the carrying value of the combined companys basis in Parsley LLC is adjusted and the fair value of consideration received are derecognized directly in equity and attributed to the noncontrolling interest. The combined companys percentage ownership of Parsley LLC increased from 88.8% to 91.4% as of December 31, 2019 on a pro forma basis. |
The impact of pro forma merger adjustments on total equity are summarized below (in thousands):
Elimination of Jagged Peaks historical equity |
Issuance of Parsley Class A common stock |
Incurrence of Parsley estimated transaction costs |
Pro forma equity adjustments |
|||||||||||||
Class A common stock |
$ | (2,134 | ) | $ | 959 | $ | | $ | (1,175 | ) | ||||||
Additional paid in capital |
(871,212 | ) | 1,778,474 | | 907,262 | |||||||||||
Retained earnings |
(20,424 | ) | | (12,510 | ) | (32,934 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Total stockholders equity |
(893,770 | ) | 1,779,433 | (12,510 | ) | 873,153 | ||||||||||
Noncontrolling interest |
| (20,317 | ) | (1,570 | ) | (21,887 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Total equity |
$ | (893,770 | ) | $ | 1,759,116 | $ | (14,080 | ) | $ | 851,266 | ||||||
|
|
|
|
|
|
|
|
(j) | Reflects the pro forma DD&A expense calculated in accordance with the successful efforts method of accounting for oil and gas properties, which was based on the preliminary purchase price allocation. |
(k) | Reflects the elimination of transaction related expenses of $15.9 million that were income statement expense items as of December 31, 2019. These expenses are eliminated from the pro forma statement of operations due to their nonrecurring nature. These amounts do not include nonrecurring costs and severance payments for restructuring activities that will occur subsequent to the consummation of the Merger. |
(l) | Reflects the impact of the fair value adjustment to historical Jagged Peak debt resulting in a decrease in interest expense by $1.2 million for the year ended December 31, 2019. This adjustment assumes that the Jagged Peak debt assumed in the Merger was outstanding from January 1, 2019 on a pro forma basis. |
(m) | Reflects the income tax effect of pro forma adjustments presented. The tax rate applied to pro forma adjustments was the estimated combined statutory rate of 21.6%, before the effect of noncontrolling interests, for the year ended December 31, 2019. The effective rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities. |
(n) | Reflects the impact of the issuance of shares of Parsley Class A common stock to Jagged Peak stockholders on the allocation of net income between noncontrolling interests and income attributable to Parsley stockholders. |
(o) | Reflects the elimination of shares of Jagged Peak Common Stock outstanding and the issuance of shares of Parsley Class A common stock to Jagged Peak stockholders, including the impact on basic and diluted earnings per share. |
The impact of pro forma merger adjustments on Parsley Class A common stock and basic and diluted earnings per share are summarized below:
Basic Earnings Per Share (in thousands, except per share data) | Year Ended December 31, 2019 |
|||
Numerator: |
||||
Basic combined pro forma net income attributable to Parsley Energy, Inc. stockholders |
$ | 211,442 | ||
|
|
|||
Denominator: |
||||
Historical basic weighted average shares outstanding - Parsley |
279,636 | |||
Pro forma shares issued to Jagged Peak stockholders |
96,637 | |||
|
|
|||
Pro forma basic weighted average common shares outstanding |
376,273 | |||
|
|
|||
Pro forma basic earnings per share attributable to Parsley Energy, Inc. stockholders |
$ | 0.56 | ||
|
|
|||
Diluted Earnings Per Share (in thousands, except per share data) |
||||
Numerator: |
||||
Diluted combined pro forma net income attributable to Parsley Energy, Inc. stockholders |
$ | 211,442 | ||
|
|
|||
Denominator: |
||||
Historical diluted weighted average shares outstanding - Parsley |
280,172 | |||
Pro forma shares issued to Jagged Peak stockholders |
96,637 | |||
|
|
|||
Pro forma diluted weighted average common shares outstanding |
376,809 | |||
|
|
|||
Pro forma diluted earnings per share attributable to Parsley Energy, Inc. stockholders |
$ | 0.56 | ||
|
|
Note 4Supplemental Pro Forma Oil and Natural Gas Reserves Information
The following tables present the estimated pro forma combined net proved developed and undeveloped oil, natural gas and NGLs reserves as of December 31, 2019, along with a summary of changes in the quantities of net remaining proved reserves during the year ended December 31, 2019. The proved undeveloped reserves of Jagged Peak are based on Jagged Peaks development plans and reserve estimation methodologies. Because Parsley will develop such proved undeveloped reserves in accordance with its own development plan and, in the future, will estimate proved undeveloped reserves in accordance with its own methodologies, the estimates presented herein for Jagged Peak may not be representative of Parsleys future reserve estimates with respect to these properties or the reserve estimates Parsley Inc. would have reported if it had owned such properties as of December 31, 2019. Parsley is currently undertaking an analysis to further refine the combined companys pro forma reserve information that has not yet been completed. The preliminary pro forma reserve information set forth below gives effect to the Merger as if it had been completed on January 1, 2019.
Oil |
||||||||||||
In thousands of barrels (MBbls) |
Parsley Historical | Jagged Peak Historical |
Pro Forma Combined |
|||||||||
Proved developed and undeveloped reserves: |
||||||||||||
Balance at December 31, 2018 |
294,446 | 91,704 | 386,150 | |||||||||
Extensions and discoveries |
84,186 | 49,937 | 134,123 | |||||||||
Revisions of previous estimates |
(19,269 | ) | (28,023 | ) | (47,292 | ) | ||||||
Purchases of reserves in place |
354 | 60 | 414 | |||||||||
Divestures of reserves in place |
(1,590 | ) | (61 | ) | (1,651 | ) | ||||||
Production |
(31,664 | ) | (10,948 | ) | (42,612 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance at December 31, 2019 |
326,463 | 102,669 | 429,132 | |||||||||
|
|
|
|
|
|
|||||||
Proved Developed Reserves: |
||||||||||||
Beginning of the year |
170,526 | 54,542 | 225,068 | |||||||||
End of the year |
206,849 | 63,301 | 270,150 | |||||||||
Proved Undeveloped Reserves |
||||||||||||
Beginning of the year |
123,920 | 37,162 | 161,082 | |||||||||
End of the year |
119,614 | 39,368 | 158,982 | |||||||||
Natural Gas |
||||||||||||
In millions of cubic feet (MMcf) |
Parsley Historical | Jagged Peak Historical |
Pro Forma Combined |
|||||||||
Proved developed and undeveloped reserves: |
||||||||||||
Balance at December 31, 2018 |
572,038 | 80,514 | 652,552 | |||||||||
Extensions and discoveries |
132,642 | 43,268 | 175,910 | |||||||||
Revisions of previous estimates |
60,128 | (19,945 | ) | 40,183 | ||||||||
Purchases of reserves in place |
556 | 53 | 609 | |||||||||
Divestures of reserves in place |
(4,189 | ) | (33 | ) | (4,222 | ) | ||||||
Production |
(51,933 | ) | (9,649 | ) | (61,582 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance at December 31, 2019 |
709,242 | 94,208 | 803,450 | |||||||||
|
|
|
|
|
|
|||||||
Proved Developed Reserves: |
||||||||||||
Beginning of the year |
358,733 | 50,018 | 408,751 | |||||||||
End of the year |
472,160 | 58,497 | 530,657 | |||||||||
Proved Undeveloped Reserves |
||||||||||||
Beginning of the year |
213,305 | 30,496 | 243,801 | |||||||||
End of the year |
237,082 | 35,711 | 272,793 |
Natural Gas Liquids |
||||||||||||
In thousands of barrels (MBbls) |
Parsley Historical | Jagged Peak Historical |
Pro Forma Combined |
|||||||||
Proved developed and undeveloped reserves: |
||||||||||||
Balance at December 31, 2018 |
131,933 | 13,767 | 145,700 | |||||||||
Extensions and discoveries |
32,457 | 8,855 | 41,312 | |||||||||
Revisions of previous estimates |
(5,043 | ) | (1,467 | ) | (6,510 | ) | ||||||
Purchases of reserves in place |
107 | 7 | 114 | |||||||||
Divestures of reserves in place |
(788 | ) | (5 | ) | (793 | ) | ||||||
Production |
(11,002 | ) | (1,927 | ) | (12,929 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance at December 31, 2019 |
147,664 | 19,230 | 166,894 | |||||||||
|
|
|
|
|
|
|||||||
Proved Developed Reserves: |
||||||||||||
Beginning of the year |
81,000 | 8,554 | 89,554 | |||||||||
End of the year |
96,202 | 11,930 | 108,132 | |||||||||
Proved Undeveloped Reserves |
||||||||||||
Beginning of the year |
50,933 | 5,213 | 56,146 | |||||||||
End of the year |
51,462 | 7,300 | 58,762 | |||||||||
Total |
||||||||||||
In thousands of barrels of oil equivalent (MBoe) |
Parsley Historical | Jagged Peak Historical |
Pro Forma Combined |
|||||||||
Proved developed and undeveloped reserves: |
||||||||||||
Balance at December 31, 2018 |
521,719 | 118,890 | 640,609 | |||||||||
Extensions and discoveries |
138,750 | 66,004 | 204,754 | |||||||||
Revisions of previous estimates |
(14,291 | ) | (32,815 | ) | (47,106 | ) | ||||||
Purchases of reserves in place |
554 | 76 | 630 | |||||||||
Divestures of reserves in place |
(3,076 | ) | (72 | ) | (3,148 | ) | ||||||
Production |
(51,322 | ) | (14,483 | ) | (65,805 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance at December 31, 2019 |
592,334 | 137,600 | 729,934 | |||||||||
|
|
|
|
|
|
|||||||
Proved Developed Reserves: |
||||||||||||
Beginning of the year |
311,315 | 71,432 | 382,747 | |||||||||
End of the year |
381,744 | 84,981 | 466,725 | |||||||||
Proved Undeveloped Reserves |
||||||||||||
Beginning of the year |
210,404 | 47,458 | 257,862 | |||||||||
End of the year |
210,590 | 52,619 | 263,209 |
Standardized Measure of Discounted Future Net Cash Flows
The following table presents the estimated pro forma standardized measure of discounted future net cash flows (the pro forma standardized measure) at December 31, 2019. The pro forma standardized measure information set forth below gives effect to the Merger as if it had been completed on January 1, 2019. The disclosures below were determined by referencing the Standardized Measure of Discounted Future Net Cash Flows reported in the notes to the consolidated financial statements of Parsley contained in the Parsley 2019 Form 10-K and the consolidated financial statements of Jagged Peak as of and for the year ended December 31, 2019, and notes related thereto, which are attached as an exhibit to the Current Report on Form 8-K to which these pro forma financial statements are attached as an exhibit. An explanation of the underlying methodology applied, as required by SEC regulations, can be found within the aforementioned notes to the consolidated financial statements of Parsley and Jagged Peak. The calculations assume the continuation of existing economic, operating and contractual conditions at December 31, 2019.
The following estimated pro forma standardized measure is not necessarily indicative of the results that might have occurred had the Merger been completed on January 1, 2019 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including certain of those discussed under the heading Item 1A. Risk Factors included in the Parsley 2019 Form 10-K. The pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves as of December 31, 2019 is as follows:
In thousands |
Parsley Historical | Jagged Peak Historical |
Pro Forma Combined |
|||||||||
Future cash inflows |
$ | 20,409,082 | $ | 5,605,673 | $ | 26,014,755 | ||||||
Future development costs |
(2,280,552 | ) | (859,576 | ) | (3,140,128 | ) | ||||||
Future production costs |
(6,240,997 | ) | (1,840,141 | ) | (8,081,138 | ) | ||||||
Future income tax expenses |
(1,485,523 | ) | (365,631 | ) | (1,851,154 | ) | ||||||
|
|
|
|
|
|
|||||||
Future net cash flows |
10,402,010 | 2,540,325 | 12,942,335 | |||||||||
10% discount to reflect timing of cash flows |
(5,439,514 | ) | (1,177,483 | ) | (6,616,997 | ) | ||||||
|
|
|
|
|
|
|||||||
Standardized measure of discounted future net cash flows |
$ | 4,962,496 | $ | 1,362,842 | $ | 6,325,338 | ||||||
|
|
|
|
|
|
The changes in the pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the year ended December 31, 2019 are as follows:
In thousands |
Parsley Historical | Jagged Peak Historical |
Pro Forma Combined |
|||||||||
Standardized measure of discounted future net cash flows at the beginning of the year |
$ | 5,893,902 | $ | 1,543,268 | $ | 7,437,170 | ||||||
Sales of oil and natural gas, net of production costs |
(1,606,669 | ) | (477,830 | ) | (2,084,499 | ) | ||||||
Purchase of minerals in place |
7,411 | 453 | 7,864 | |||||||||
Divestiture of minerals in place |
(19,768 | ) | (1,439 | ) | (21,207 | ) | ||||||
Extensions and discoveries, net of future development costs |
1,714,706 | 560,940 | 2,275,646 | |||||||||
Previously estimated development costs incurred during the period |
469,798 | 205,316 | 675,114 | |||||||||
Net changes in prices and production costs |
(2,205,679 | ) | (288,627 | ) | (2,494,306 | ) | ||||||
Changes in estimated future development costs |
83,125 | 24,418 | 107,543 | |||||||||
Revisions of previous quantity estimates |
(146,203 | ) | (597,510 | ) | (743,713 | ) | ||||||
Accretion of discount |
677,486 | 183,213 | 860,699 | |||||||||
Net change in income taxes |
187,697 | 119,419 | 307,116 | |||||||||
Net changes in timing of production and other |
(93,310 | ) | 91,221 | (2,089 | ) | |||||||
|
|
|
|
|
|
|||||||
Standardized measure of discounted future net cash flows at the end of the year |
$ | 4,962,496 | $ | 1,362,842 | $ | 6,325,338 | ||||||
|
|
|
|
|
|