Pearl Energy Investments II Amends Permian Resources Stake
Ticker: PR · Form: SC 13D/A · Filed: May 16, 2024 · CIK: 1658566
Sentiment: neutral
Topics: ownership-change, sec-filing, amendment
Related Tickers: PR
TL;DR
Pearl Energy Investments II updated its Permian Resources stake filing on 5/16.
AI Summary
Pearl Energy Investments II, L.P. filed an amendment to its Schedule 13D on May 16, 2024, regarding its beneficial ownership of Permian Resources Corp. The filing indicates a change in the reporting person's holdings, though specific new ownership percentages or dollar amounts are not detailed in this excerpt. The amendment pertains to the company formerly known as Centennial Resource Development, Inc. and Silver Run Acquisition Corp.
Why It Matters
This filing signals a potential shift in major shareholder activity for Permian Resources Corp, which could influence stock price and corporate strategy.
Risk Assessment
Risk Level: medium — Schedule 13D filings often indicate significant investor activity, which can lead to price volatility.
Key Players & Entities
- Pearl Energy Investments II, L.P. (company) — Filer of the Schedule 13D amendment
- Permian Resources Corp (company) — Subject company of the filing
- Centennial Resource Development, Inc. (company) — Former name of Permian Resources Corp
- Silver Run Acquisition Corp (company) — Former name of Permian Resources Corp
- William J. Quinn (person) — Member of the reporting group
FAQ
What specific changes in beneficial ownership are reported by Pearl Energy Investments II, L.P. in this amendment?
The provided excerpt does not specify the exact changes in beneficial ownership percentages or dollar amounts, only that an amendment to the Schedule 13D was filed on May 16, 2024.
When was the Schedule 13D/A filing submitted?
The filing was submitted on May 16, 2024.
What is the primary business of Permian Resources Corp?
Permian Resources Corp is primarily involved in Crude Petroleum & Natural Gas extraction, with SIC code 1311.
What were the previous names of Permian Resources Corp?
Permian Resources Corp was formerly known as Centennial Resource Development, Inc. (name change on 20161019) and Silver Run Acquisition Corp (name change on 20151117).
Where is the principal business address for Permian Resources Corp?
The principal business address for Permian Resources Corp is 1001 Seventeenth Street, Suite 1800, Denver, CO 80202.
Filing Stats: 2,591 words · 10 min read · ~9 pages · Grade level 7.4 · Accepted 2024-05-16 16:05:50
Key Financial Figures
- $0.0001 — ssuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securitie
- $16.42 — quo;) at a price to the underwriters of $16.42 per share. Item 5. Interest in Securit
Filing Documents
- tm2414663d1_sc13da.htm (SC 13D/A) — 143KB
- tm2414663d1_ex99-1.htm (EX-99.1) — 17KB
- 0001104659-24-062513.txt ( ) — 162KB
Identity and Background
Item 2. Identity and Background
of
Item 2 of the Schedule 13D is amended and restated in its entirety as set forth below: (a) This Energy Investments AIV, L.P., a Delaware limited partnership (“Pearl AIV”), (ii) Pearl Energy Investment GP, L.P., a Delaware limited partnership (“Pearl I GP, LP”), (iii) Pearl Energy Investment UGP, LLC, a Delaware limited liability company (“Pearl I UGP”), (iv) Pearl Energy Investments II, L.P., a Delaware limited partnership (“Pearl II”), (v) Pearl Energy Investment II GP, L.P., a Delaware limited partnership (“Pearl II GP, LP”), (vi) Pearl Energy Investment II UGP, LLC, a Delaware limited liability company (“Pearl II UGP”), (vii) Pearl CIII Holdings, L.P., a Delaware limited partnership (“Colgate Holdings”) and (viii) William J. Quinn, a U.S. citizen (collectively, the “Reporting Persons”). The Reporting Persons have entered into a joint filing agreement, dated as of May 16, 2024, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. (b)-(c) The address of the principal office of the Reporting Persons is 2100 McKinney Ave #1675, Dallas, TX 75201. The principal business of the Reporting Persons is to either invest in securities or serve as a general partner or management company of an entity that invests in securities. Information regarding the principal occupation or employment of Mr. Quinn is included in, or incorporated by reference into, the Issuer’s Closing 8-K. (d) During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of
Purpose of the Transaction
Item 4. Purpose of the Transaction
of
Item 4 of the Schedule 13D is amended to include the following after the final paragraph: Exchange of Common Units, Disposition of Class C Common Stock and Sale of Class A Common Stock (May 2024) On May 15, 2024, Pearl AIV exchanged 16,122,492 Opco Common Units, Pearl I GP, LP exchanged 1,125,338 Opco Common Units and Colgate Holdings exchanged 5,252,170 Opco Common Units (each together with the delivery for no consideration of an equal number of shares of Class C Common Stock) for an equal number of shares of Class A Common Stock. Also on May 15, 2024, Pearl AIV, Pearl I GP, LP and Colgate Holdings sold an aggregate amount of 22,500,000 shares of Class A Common Stock of the Issuer in an underwritten public offering (the “Offering”) at a price to the underwriters of $16.42 per share.
Interest in Securities of the Issuer
Item 5. Interest in Securities of the Issuer
of
Item 5 of the Schedule 13D is amended and restated in its entirety as set forth below: (a)-(b) The information set forth on the cover pages is incorporated by reference into this Item 5. Pursuant to the Opco LLC Agreement, at the request of the holder, each Opco Common Unit may be redeemed for, at Opco’s election, a newly-issued share of Class A Common Stock or a cash payment equal, and upon redemption of such Opco Common Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by the Issuer. 18,008,745 Opco Common Units and corresponding shares of Class C Common Stock of the Issuer are held by Pearl AIV. 7,206,795 Opco Common Units and corresponding shares of Class C Common Stock of the Issuer are held directly by Pearl I GP, LP. Pearl AIV is controlled by Pearl I GP, LP. Pearl I GP, LP is controlled by Pearl I UGP. Pearl I UGP is controlled by Quinn. 16,094,353 Opco Common Units and corresponding shares of Class C Common Stock of the Issuer are held by Pearl II. Pearl II is controlled by Pearl II GP, LP. Pearl II GP, LP is controlled by Pearl II UGP. Pearl II UGP is controlled by Quinn. 7,246,727 Opco Common Units and corresponding shares of Class C Common Stock of the Issuer are held by Colgate Holdings. Colgate Holdings is controlled by Pearl II GP, LP. Pearl II GP, LP is controlled by Pearl II UGP. Pearl II UGP is controlled by Quinn. The respective controlling entities of the Reporting Persons may be deemed to beneficially own all of the Opco Common Units and the corresponding shares of Class C Common Stock of the Issuer held by such Reporting Persons. The percentage of shares of Class A Common Stock reported to be beneficially owned by the Reporting Persons in this paragraph and elsewhere in this Statement is based on 769,949,894 shares of Class A Common Stock outstanding as of April 30, 2024, as reported in the Issuer’s Form 10-Q, and is determined in accordance with the rules of the SEC (which assumes the excha
Material to be Filed as Exhibits
Item 7. Material to be Filed as Exhibits. Exhibit No. Description 99.1 Joint Filing Agreement, dated as of May 16, 2024, by and among the Reporting Persons.
SIGNATURES
SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct. Date: May 16, 2024 PEARL ENERGY INVESTMENTS AIV, L.P. By: Pearl Energy Investment GP, L.P., its general partner By: Pearl Energy Investment UGP, LLC, its general partner By: /s/ William J. Quinn Name: William J. Quinn Title: Authorized Person PEARL ENERGY INVESTMENT GP, L.P. By: Pearl Energy Investment UGP, LLC its general partner By: /s/ William J. Quinn Name: William J. Quinn Title: Authorized Person PEARL ENERGY INVESTMENT UGP, LLC By: /s/ William J. Quinn Name: William J. Quinn Title: Authorized Person PEARL ENERGY INVESTMENTS II, L.P. By: Pearl Energy Investment II GP, L.P., its general partner By: Pearl Energy Investment II UGP, LLC, its general partner By: /s/ William J. Quinn Name: William J. Quinn Title: Authorized Person PEARL CIII HOLDINGS, L.P. By: Pearl Energy Investment II GP, L.P., its general partner By: Pearl Energy Investment II UGP, LLC, its general partner By: /s/ William J. Quinn Name: William J. Quinn Title: Authorized Person PEARL ENERGY INVESTMENT II GP, L.P. By: Pearl Energy Investment II UGP, LLC its general partner By: /s/ William J. Quinn Name: William J. Quinn Title: Authorized Person PEARL ENERGY INVESTMENT II UGP, LLC By: /s/ William J. Quinn Name: William J. Quinn Title: Authorized Person WILLIAM J. QUINN By: /s/ William J. Quinn Name: William J. Quinn