Pearl Energy Investments II Amends Permian Resources Stake

Ticker: PR · Form: SC 13D/A · Filed: Jun 21, 2024 · CIK: 1658566

Sentiment: neutral

Topics: ownership-change, sec-filing, energy

TL;DR

Pearl Energy Investments II filed a 13D/A on Permian Resources (PR) - ownership update.

AI Summary

Pearl Energy Investments II, L.P. has filed an amendment to its Schedule 13D concerning Permian Resources Corp. The filing, dated June 21, 2024, indicates a change in beneficial ownership. Pearl Energy Investments II, L.P. is a significant holder of Permian Resources Corp. stock.

Why It Matters

This filing signals a potential shift in the ownership structure or strategy of Permian Resources Corp., which could influence its stock performance and future corporate actions.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant investor activity, which can lead to volatility and strategic changes for the subject company.

Key Players & Entities

FAQ

What is the primary purpose of this SC 13D/A filing?

The filing is an amendment to Schedule 13D, indicating a change in the beneficial ownership of Permian Resources Corp. by Pearl Energy Investments II, L.P. and its related entities.

Who is the subject company in this filing?

The subject company is Permian Resources Corp.

Who is the entity filing the amendment?

The amendment is filed by Pearl Energy Investments II, L.P., along with its group members including Pearl CIII Holdings, L.P., Pearl Energy Investment GP, L.P., Pearl Energy Investment II UGP, LLC, Pearl Energy Investment UGP, LLC, Pearl Energy Investments AIV, L.P., and Pearl Energy Investments II GP, L.P.

When was this filing made?

The filing was made on June 21, 2024.

What were the former names of Permian Resources Corp.?

Permian Resources Corp. was formerly known as Centennial Resource Development, Inc. (name change effective October 19, 2016) and Silver Run Acquisition Corp (name change effective November 17, 2015).

Filing Stats: 2,694 words · 11 min read · ~9 pages · Grade level 7.2 · Accepted 2024-06-21 16:05:39

Key Financial Figures

Filing Documents

Purpose of Transaction

Item 4. Purpose of Transaction. 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 Distribution In Kind of Class A Common Stock (June 2024) On June 19, 2024, Pearl AIV exchanged 15,898,286 Opco Common Units and Colgate Holdings exchanged 7,246,727 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 June 19, 2024, Pearl AIV and Colgate Holdings distributed an aggregate amount of 23,145,013 shares of Class A Common Stock of the Issuer to certain of their respective limited partners on a pro rata basis for no consideration.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. Items 5(a), 5(b), and 5(c) of the Schedule 13D is amended and supplemented as follows: (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. With respect to the reported securities: · 2,110,459 Opco Common Units and corresponding shares of Class C Common Stock are held by Pearl AIV, which is controlled by Pearl I GP, LP, which directly holds 7,206,795 Opco Common Units and corresponding shares of Class C Common Stock. Pearl I GP, LP is controlled by Pearl I UGP (together with Pearl AIV and Pearl I GP, LP, the “Pearl I Entities”), which may be deemed to beneficially own the 9,317,254 Opco Common Units and corresponding shares of Class C Common Stock directly held by Pearl AIV and Pearl I GP, LP. · 16,094,353 Opco Common Units and corresponding shares of Class C Common Stock are held by Pearl II. Pearl II is controlled by its general partner, Pearl II GP, LP which is controlled by Pearl II UGP (together with Pearl II GP, LP and Pearl AIV, the "Pearl II Entities"). Each of Pearl II GP, LP and Pearl II UGP may be deemed to beneficially own the 16,094,353 Opco Common Units and corresponding shares of Class C Common Stock directly held by Pearl II. · Pearl UGP and Pearl II UGP are controlled by Quinn who may be deemed to beneficially own the 25,411,607 Opco Common Units and corresponding shares of Class C Common Stock beneficially owned by the Pearl I Entities and the Pearl II entities. Notwithstanding the foregoing, each of the Reporting Persons disclaims beneficial ownership of the re

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits Exhibit No. 99.1 Joint Filing Agreement, dated as of May 16, 2024, by and among the Reporting Persons (filed as Exhibit 99.1 to the SC 13D/A filed with the SEC on May 16, 2024 and incorporated herein by reference).

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 21, 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 UGP, LLC, its general partner By: /s/ William J. Quinn Name: William J. Quinn Title: Authorized Person PEARL CII 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 UGP, LLC its general partner By: /s/ William J. Quinn Name: William J. Quinn Title: Authorized Person PEARL ENERGY INVESTNMENT 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

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