UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
PERMIAN
RESOURCES CORPORATION
(Name of Issuer)
Class A
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
71424F
105
(CUSIP Number)
Matthew
Pacey, P.C.
Kirkland & Ellis LLP
609 Main Street
Houston, Texas 77002
(713) 836-3600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 2024
(Date of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §240.13d-l(e), §240.13d-l(f) or §240.13d-l(g), check the following box: ¨
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
| 1. |
Name of reporting person
Pearl
Energy Investments AIV, L.P. |
|
| 2. |
Check the appropriate box if a member of a group
(a) ¨ (b) x |
|
| 3. |
SEC use only |
|
| 4. |
Source of funds (See Instructions)
OO |
|
| 5. |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
¨ |
| 6. |
Citizenship or place of organization
Delaware |
|
Number of
shares
beneficially
owned by each
reporting
person with |
7. |
Sole voting power
0 |
|
| 8. |
Shared voting power
18,008,745 |
|
| 9. |
Sole dispositive power
0 |
|
| 10. |
Shared dispositive power
18,008,745 |
|
| 11. |
Aggregate amount beneficially owned by each reporting person
18,008,745
|
|
| 12. |
Check if the aggregate amount in Row (11) excludes certain shares |
¨ |
| 13. |
Percent of class represented by amount in Row (11)
2.3% |
|
| 14. |
Type of reporting person
PN |
|
| |
|
|
|
|
| 1. |
Name of reporting person
Pearl
Energy Investment GP, L.P. |
|
| 2. |
Check the appropriate box if a member of a group
(a) ¨ (b) x |
|
| 3. |
SEC use only |
|
| 4. |
Source of funds (See Instructions)
OO |
|
| 5. |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
¨ |
| 6. |
Citizenship or place of organization
Delaware |
|
Number of
shares
beneficially
owned by each
reporting
person with |
7. |
Sole voting power
0 |
|
| 8. |
Shared voting power
25,215,540 |
|
| 9. |
Sole dispositive power
0 |
|
| 10. |
Shared dispositive power
25,215,540 |
|
| 11. |
Aggregate amount beneficially owned by each reporting person
25,215,540 |
|
| 12. |
Check if the aggregate amount in Row (11) excludes certain shares |
¨ |
| 13. |
Percent of class represented by amount in Row (11)
3.2% |
|
| 14. |
Type of reporting person
PN |
|
| |
|
|
|
|
| 1. |
Name of reporting person
Pearl
Energy Investment UGP, LLC |
|
| 2. |
Check the appropriate box if a member of a group
(a) ¨ (b) x |
|
| 3. |
SEC use only |
|
| 4. |
Source of funds (See Instructions)
OO |
|
| 5. |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
¨ |
| 6. |
Citizenship or place of organization
Delaware |
|
Number of
shares
beneficially
owned by each
reporting
person with |
7. |
Sole voting power
0 |
|
| 8. |
Shared voting power
25,215,540 |
|
| 9. |
Sole dispositive power
0 |
|
| 10. |
Shared dispositive power
25,215,540 |
|
| 11. |
Aggregate amount beneficially owned by each reporting person
25,215,540 |
|
| 12. |
Check if the aggregate amount in Row (11) excludes certain shares |
¨ |
| 13. |
Percent of class represented by amount in Row (11)
3.2% |
|
| 14. |
Type of reporting person
OO |
|
| |
|
|
|
|
| 1. |
Name of reporting person
Pearl
Energy Investments II, L.P. |
|
| 2. |
Check the appropriate box if a member of a group
(a) ¨ (b) x |
|
| 3. |
SEC use only |
|
| 4. |
Source of funds (See Instructions)
OO |
|
| 5. |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
¨ |
| 6. |
Citizenship or place of organization
Delaware |
|
Number of
shares
beneficially
owned by each
reporting
person with |
7. |
Sole voting power
0 |
|
| 8. |
Shared voting power
16,094,353 |
|
| 9. |
Sole dispositive power
0 |
|
| 10. |
Shared dispositive power
16,094,353 |
|
| 11. |
Aggregate amount beneficially owned by each reporting person
16,094,353
|
|
| 12. |
Check if the aggregate amount in Row (11) excludes certain shares |
¨ |
| 13. |
Percent of class represented by amount in Row (11)
2.0% |
|
| 14. |
Type of reporting person
PN |
|
| |
|
|
|
|
| 1. |
Name of reporting person
Pearl
CIII Holdings, L.P. |
|
| 2. |
Check the appropriate box if a member of a group
(a) ¨ (b) x |
|
| 3. |
SEC use only |
|
| 4. |
Source of funds (See Instructions)
OO |
|
| 5. |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
¨ |
| 6. |
Citizenship or place of organization
Delaware |
|
Number of
shares
beneficially
owned by each
reporting
person with |
7. |
Sole voting power
0 |
|
| 8. |
Shared voting power
7,246,727 |
|
| 9. |
Sole dispositive power
0 |
|
| 10. |
Shared dispositive power
7,246,727 |
|
| 11. |
Aggregate amount beneficially owned by each reporting person
7,246,727 |
|
| 12. |
Check if the aggregate amount in Row (11) excludes certain shares |
¨ |
| 13. |
Percent of class represented by amount in Row (11)
0.9% |
|
| 14. |
Type of reporting person
PN |
|
| |
|
|
|
|
| 1. |
Name of reporting person
Pearl
Energy Investments II GP, L.P. |
|
| 2. |
Check the appropriate box if a member of a group
(a) ¨ (b) x |
|
| 3. |
SEC use only |
|
| 4. |
Source of funds (See Instructions)
OO |
|
| 5. |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
¨ |
| 6. |
Citizenship or place of organization
Delaware |
|
Number of
shares
beneficially
owned by each
reporting
person with |
7. |
Sole voting power
0 |
|
| 8. |
Shared voting power
23,341,080 |
|
| 9. |
Sole dispositive power
0 |
|
| 10. |
Shared dispositive power
23,341,080 |
|
| 11. |
Aggregate amount beneficially owned by each reporting person
23,341,080 |
|
| 12. |
Check if the aggregate amount in Row (11) excludes certain shares |
¨ |
| 13. |
Percent of class represented by amount in Row (11)
2.9% |
|
| 14. |
Type of reporting person
PN |
|
| |
|
|
|
|
| 1. |
Name of reporting person
Pearl
Energy Investment II UGP, LLC |
|
| 2. |
Check the appropriate box if a member of a group
(a) ¨ (b) x |
|
| 3. |
SEC use only |
|
| 4. |
Source of funds (See Instructions)
OO |
|
| 5. |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
¨ |
| 6. |
Citizenship or place of organization
Delaware |
|
Number of
shares
beneficially
owned by each
reporting
person with |
7. |
Sole voting power
0 |
|
| 8. |
Shared voting power
23,341,080 |
|
| 9. |
Sole dispositive power
0 |
|
| 10. |
Shared dispositive power
23,341,080 |
|
| 11. |
Aggregate amount beneficially owned by each reporting person
23,341,080 |
|
| 12. |
Check if the aggregate amount in Row (11) excludes certain shares |
¨ |
| 13. |
Percent of class represented by amount in Row (11)
2.9% |
|
| 14. |
Type of reporting person
OO |
|
| |
|
|
|
|
| 1. |
Name of reporting person
William J. Quinn |
|
| 2. |
Check the appropriate box if a member of a group
(a) ¨ (b) x |
|
| 3. |
SEC use only |
|
| 4. |
Source of funds (See Instructions)
OO |
|
| 5. |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
¨ |
| 6. |
Citizenship or place of organization
United States |
|
Number of
shares
beneficially
owned by each
reporting
person with |
7. |
Sole voting power
0 |
|
| 8. |
Shared voting power
48,556,620 |
|
| 9. |
Sole dispositive power
0 |
|
| 10. |
Shared dispositive power
48,556,620 |
|
| 11. |
Aggregate amount beneficially owned by each reporting person
48,556,620 |
|
| 12. |
Check if the aggregate amount in Row (11) excludes certain shares |
¨ |
| 13. |
Percent of class represented by amount in Row (11)
5.9%
|
|
| 14. |
Type of reporting person
IN |
|
| |
|
|
|
|
Explanatory Note
This
Amendment No. 2 (“Amendment No. 2”) amends and supplements the Schedule
13D filed by the undersigned with the SEC on September 12, 2022 (the “Original Schedule 13D”),
as amended by Amendment No. 1 filed with the SEC on March 6, 2024 (“Amendment No. 1,” and together with the
Original Schedule 13D, the “Schedule 13D”). Except as otherwise specified in this Amendment No. 2, all items left blank
remain unchanged in all material respects and any items that are reported are deemed to amend and restate the corresponding items in the
Schedule 13D in their entirety. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in
the Schedule 13D. This Amendment No. 2 is being filed on behalf of the reporting persons identified on the cover pages of
this Amendment No. 2.
Item 2. Identity and Background
Item 2 of
the Schedule 13D is amended and restated in its entirety as set forth below:
(a) This
statement on Schedule 13D (as amended by Amendment No. 2, this “Statement”) is being filed jointly by: (i) Pearl
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 which proceeding it or he was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws.
(j) All
of the natural persons identified in this Item 2 are citizens of the United States of America.
Item 4. Purpose of the 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 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.
Item 5. Interest in Securities of the Issuer
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 exchange of all Opco Common Units held by a Reporting Person into shares
of Class A Common Stock for such Reporting Person only).
The information set forth or incorporated by reference
in Item 6 of the Schedule 13D is incorporated by reference in this Item 5.
(c) Except
in connection with the Offering, none of the Reporting Persons has effected any transaction related to the Class A Common Stock during
the past 60 days.
(d) Except
as otherwise described in this Statement, no other person has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, securities covered by this Statement.
(e) Not
applicable.
Item 7. Material to be Filed as Exhibits.
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 |
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons
(as such term is defined in the statement on Schedule 13D described below) on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Class A Common Stock, par value $0.0001 per share, of Permian Resources Corporation and (ii) agree
that this Agreement be included as an Exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for
the timely filing of any amendments, and for the completeness and accuracy of the information concerning the undersigned contained herein
and therein. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same
instrument.
Dated: 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 |
Permian Resources (NYSE:PR)
過去 株価チャート
から 5 2024 まで 6 2024
Permian Resources (NYSE:PR)
過去 株価チャート
から 6 2023 まで 6 2024
