Luxe Energy SC 13D/A Permian Resources / Luxe Energy ownership change

Luxe Energy SC 13D/APermian Resources / Luxe Energy ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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)

Craig S. Glick

NGP Energy Capital Management, L.L.C.

2850 N. Harwood Street, 19^th Floor

Dallas, Texas 75201

(972) 432-1440

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 10, 2023

(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).

CUSIP No. 71424F 105


1.		Name of reporting person Luxe Energy, L.L.C.
2.		Check the appropriate box if a member of a group (a): ☐ (b): ☒
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

(1)

Consists of 60,792,641 shares of Class C Common Stock, par value $0.0001 per share (“Class C Common Stock”), of Permian Resources Corporation (the “Issuer”) and 60,792,641 Common Units (“Opco Common Units”) of Permian Resources Operating, LLC (“Opco”). Pursuant to the Sixth Amended and Restated Limited Liability Company Agreement of Opco (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, par value $0.0001 per share (“Class A Common Stock”), of the Issuer or a cash payment, and upon redemption of such Opco Common Units, a share of Class C Common Stock shall be surrendered by the holder and cancelled by the Issuer.

(2)

Based on the quotient obtained by dividing (a) the number of shares of Class A Common Stock beneficially owned by the reporting person as set forth in Row (11) (assuming redemption of all Opco Common Units beneficially owned by the reporting person for shares of Class A Common Stock) by (b) the sum of (i) 306,968,090 outstanding shares of Class A Common Stock, as reported in the Issuer’s final prospectus dated March 9, 2023, and (ii) the number of shares of Class A Common Stock set forth in clause (a).

CUSIP No. 71424F 105


1.		Name of reporting person NGP XI US Holdings, L.P.
2.		Check the appropriate box if a member of a group (a): ☐ (b): ☒
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

(1)

Consists of 86,541,098 shares of Class C Common Stock and 86,541,098 Opco Common Units. 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, 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.

(2)

CUSIP No. 71424F 105


1.		Name of reporting person NGP XI Holdings GP, L.L.C.
2.		Check the appropriate box if a member of a group (a): ☐ (b): ☒
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

(1)

Consists of 86,541,098 shares of Class C Common Stock and 86,541,098 Opco Common Units. Pursuant to the Opco LLC Agreement, at the request of the holder, each c Common Unit may be redeemed for, at Opco’s election, a newly-issued share of Class A Common Stock or a cash payment, 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.

(2)

CUSIP No. 71424F 105


1.		Name of reporting person NGP Natural Resources XI, L.P.
2.		Check the appropriate box if a member of a group (a): ☐ (b): ☒
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

(1)

(2)

CUSIP No. 71424F 105


1.		Name of reporting person G.F.W. Energy XI, L.P.
2.		Check the appropriate box if a member of a group (a): ☐ (b): ☒
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

(1)

(2)

CUSIP No. 71424F 105


1.		Name of reporting person GFW XI, L.L.C.
2.		Check the appropriate box if a member of a group (a): ☐ (b): ☒
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

(1)

(2)

CUSIP No. 71424F 105


1.		Name of reporting person NGP Pearl Holdings II, LLC
2.		Check the appropriate box if a member of a group (a): ☐ (b): ☒
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

(1)

Consists of 12,853,273 shares of Class C Common Stock and 12,853,273 Opco Common Units. 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, 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.

(2)

CUSIP No. 71424F 105


1.		Name of reporting person NGP XII US Holdings, L.P.
2.		Check the appropriate box if a member of a group (a): ☐ (b): ☒
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

(1)

(2)

CUSIP No. 71424F 105


1.		Name of reporting person NGP XII Holdings GP, L.L.C.
2.		Check the appropriate box if a member of a group (a): ☐ (b): ☒
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

(1)

(2)

CUSIP No. 71424F 105


1.		Name of reporting person NGP Natural Resources XII, L.P.
2.		Check the appropriate box if a member of a group (a): ☐ (b): ☒
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

(1)

(2)

CUSIP No. 71424F 105


1.		Name of reporting person G.F.W. Energy XII, L.P.
2.		Check the appropriate box if a member of a group (a): ☐ (b): ☒
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

(1)

(2)

CUSIP No. 71424F 105


1.		Name of reporting person GFW XII, L.L.C.
2.		Check the appropriate box if a member of a group (a): ☐ (b): ☒
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

(1)

(2)

CUSIP No. 71424F 105


1.		Name of reporting person NGP Energy Capital Management, L.L.C.
2.		Check the appropriate box if a member of a group (a): ☐ (b): ☒
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

(1)

Consists of 99,394,371 shares of Class C Common Stock and 99,394,371 Opco Common Units. 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, 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.

(2)

EXPLANATORY NOTE

The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned with the Securities and Exchange Commission (the “SEC”) on September 12, 2022 (together, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall the meanings herein as are ascribed to such terms in the Schedule 13D.

Item 4.

Purpose of the Transaction

Item 4 is hereby amended by adding the following:

The information set forth in amended Item 6 below is incorporated by reference herein.

On March 7, 2023, the Issuer and NGP XI US Holdings, L.P., NGP Pearl Holdings II, LLC and Luxe Energy, LLC, certain other selling stockholders named therein and certain affiliates of Riverstone Management Group, L.L.C. (collectively, the “Selling Stockholders”) and J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (the “Underwriters”), entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Selling Stockholders agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholders, subject to and upon the terms and conditions set forth therein, an aggregate 27,500,000 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company (the “March 2023 Offering”) at a price to the public of $11.00 per share. In addition, pursuant to the Underwriting Agreement, the Selling Stockholders granted the Underwriters an option to purchase up to an additional aggregate 4,125,000 shares of Class A Common Stock on the same terms and conditions, which was exercised in full on March 8, 2023. The Offering was made pursuant to registration statements previously filed by the Company with the U.S. Securities and Exchange Commission that became effective on September 8, 2022, October 12, 2017 and April 17, 2017, respectively, by means of a prospectus that meets the requirements under the Securities Act of 1933 (as amended, the “Securities Act”). The March 2023 Offering was consummated on March 10, 2023. NGP XI US Holdings, L.P., NGP Pearl Holdings II, LLC and Luxe Energy, LLC received an aggregate $185,119,488.675 (or $10.6975 per share) from the sale of Class A Common Stock.

In connection with the Offering and pursuant to the Repurchase Agreement (as defined below), Opco agreed to purchase from certain of the Selling Stockholders an aggregate 2,750,000 Opco Common Units and a corresponding number of shares of Class C Common Stock, at a price per Opco Common Unit equal to the price per share at which the Underwriters agreed to purchase shares of our Class A Common Stock in the Offering. The Offering and Concurrent Unit Purchase closed on March 10, 2023. The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Stockholders and other customary obligations of the parties and termination provisions. For additional information regarding the Underwriting Agreement and Repurchase Agreement, see Item 6 below.

Item 5

Interest in Securities of the Issuer

(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.

25,748,457 Common Units of Opco and corresponding shares of Class C Common Stock of the Company are held by NGP XI US Holdings, L.P. NGP XI Holdings GP, L.L.C. is the sole general partner of NGP XI US Holdings, L.P., and NGP Natural Resources XI, L.P. is the sole member of NGP XI Holdings GP, L.L.C. G.F.W. Energy XI, L.P. is the sole general partner of NGP Natural Resources XI, L.P., and GFW XI, L.L.C. is the sole general partner of G.F.W. Energy XI, L.P. GFW XI, L.L.C. has delegated full power and authority to manage NGP XI US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Craig Glick and Jill Lampert serve as voting members of the Executive Committee of NGP Energy Capital Management, L.L.C.

12,853,273 Common Units of Opco and corresponding shares of Class C Common Stock of the Company are held by NGP Pearl Holdings II, LLC. NGP XII US Holdings, L.P. controls NGP Pearl Holdings II, LLC. NGP XII Holdings GP, L.L.C. is the sole general partner of NGP XII US Holdings, L.P., and NGP Natural Resources XII, L.P. is the sole member of NGP XII Holdings GP, L.L.C. G.F.W. Energy XII, L.P. is the sole general partner of NGP Natural Resources XII, L.P., and GFW XII, L.L.C. is the sole general partner of G.F.W. Energy XII, L.P. GFW XII, L.L.C. has delegated full power and authority to manage NGP XII US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Craig Glick and Jill Lampert serve as voting members of the Executive Committee of NGP Energy Capital Management, L.L.C.

60,792,641 Common Units of Opco and corresponding shares of Class C Common Stock of the Company are held by Luxe Energy, LLC. NGP XI US Holdings, LP controls Luxe Energy, LLC. NGP XI Holdings GP, L.L.C. is the sole general partner of NGP XI US Holdings, L.P., and NGP Natural Resources XI, L.P. is the sole member of NGP XI Holdings GP, L.L.C. G.F.W. Energy XI, L.P. is the sole general partner of NGP Natural Resources XI, L.P., and GFW XI, L.L.C. is the sole general partner of G.F.W. Energy XI, L.P. GFW XI, L.L.C. has delegated full power and authority to manage NGP XI US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Craig Glick and Jill Lampert serve as voting members of the Executive Committee of NGP Energy Capital Management, L.L.C.

The respective controlling entities of the reporting persons may be deemed to beneficially own all of the 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 Schedule 13D is based on 306,968,090 outstanding shares of Class A Common Stock immediately following the offering of shares as of March 10, 2023, as reported in the Issuer’s final prospectus dated March 9, 2023, 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 this Schedule 13D is incorporated by reference in this Item 5.

(c) Except as described in Item 3 and Item 6, 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 Schedule 13D, 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 Schedule 13D.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended by adding the following:

Opco Common Unit Redemption

On March 10, 2023, in connection with an underwritten offering by certain stockholders of the Issuer, each of NGP XI US Holdings, L.P., NGP Pearl Holdings II, LLC and Luxe Energy, LLC delivered a notice of redemption to the Issuer to exercise its rights to require a redemption of Opco Common Units pursuant to the Sixth Amended and Restated Limited Liability Company Agreement of Opco. NGP XI US Holdings, L.P. received 4,482,902 shares of Class A Common Stock in exchange for 4,482,902 Opco Common Units and a corresponding number of shares of Class C Common Stock. NGP Pearl Holdings II, LLC received 2,237,803 shares of Class A Common Stock in exchange for 2,237,803 Opco Common Units and a corresponding number of shares of Class C Common Stock. Luxe Energy, LLC received 10,584,225 shares of Class A Common Stock in exchange for 10,584,225 Opco Common Units and a corresponding number of shares of Class C Common Stock.

Repurchase Agreement

In connection with an underwritten offering by certain stockholders of the Issuer, NGP XI US Holdings, L.P., NGP Pearl Holdings II, LLC and Luxe Energy, LLC entered into a Repurchase Agreement, dated March 10, 2023 (the “Repurchase Agreement”), whereby on March 10, 2023, Opco repurchased from NGP XI US Holdings, L.P., NGP Pearl Holdings II, LLC and Luxe Energy, LLC an aggregate of 2,750,000 Opco Common Units at a price per Opco Common Unit equal to the proceeds received by each stockholder in connection with the March 2023 Offering, and the Issuer canceled a corresponding number of shares of Class C Common Stock held by NGP XI US Holdings, L.P., NGP Pearl Holdings II, LLC and Luxe Energy, LLC. The total amount paid to NGP XI US Holdings, L.P., NGP Pearl Holdings II, LLC and Luxe Energy, LLC in such repurchase was approximately $29 million.

The foregoing summary of the Repurchase Agreement is qualified in its entirety by reference to the complete text of the agreement, a copy of which is filed as an exhibit hereto and incorporated by reference herein.

Underwriting and Lock-Up Agreement

The Selling Stockholders agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholders, the Class A Common Stock in the March 2023 Offering at a purchase price of $10.6975 per share, pursuant to, and subject to the terms and conditions of, an Underwriting Agreement (the “Underwriting Agreement”), dated March 7, 2023, entered into by the Selling Stockholders, the Issuer and the Underwriters.

In connection with the September 2022 Offering, on September 8, 2022, the Selling Stockholders also each entered into a Lock-Up Agreement (collectively, the “Lock-Up Agreements”) with the Underwriters. Each Lock-Up Agreement provides that each Selling Stockholder will not offer, sell, contract to sell, pledge, lend or otherwise dispose of, directly or indirectly, any Class A Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock, whether any such aforementioned transaction is to be settled by delivery of the Class A Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge, loan or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Underwriters, for a period of 60 days after the date of the final prospectus used to sell securities in the March 2023 Offering (subject to certain exceptions and termination provisions specified in the Lock-Up Agreement).

The descriptions of the Underwriting Agreement and Lock-Up Agreement set forth above in this Item 6 do not purport to be complete and such descriptions are qualified in their entirety by reference to the full text of such documents, which documents are included as Exhibit 10.2 and Exhibit 10.3, respectively, to this Schedule 13D and are incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.


Exhibit No.		Description

10.1*		Repurchase Agreement, dated March 10, 2023, by and among the Issuer, NGP XI US Holdings, L.P., NGP Pearl Holdings II, LLC and Luxe Energy, LLC.

10.2		Underwriting Agreement, dated March 7, 2023 (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Issuer on March 10, 2023).

10.3*		Form of Lock-Up Agreement.

*	Filed herewith.

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: March 14, 2023


LUXE ENERGY, LLC

By:		/s/ Craig Glick
Name:		Craig Glick
Title:		Authorized Person

NGP XI US HOLDINGS, L.P.

By:		NGP XI Holdings GP, L.L.C., its general partner

By:		/s/ Craig Glick
Name:		Craig Glick
Title:		Authorized Person

NGP XI HOLDINGS GP, L.L.C.

By:		/s/ Craig Glick
Name:		Craig Glick
Title:		Authorized Person

NGP NATURAL RESOURCES XI, L.P.

By:		G.F.W. Energy XI, L.P, its general partner



		By:		GFW XI, L.L.C.,
				its general partner



By:		/s/ Craig Glick
Name:		Craig Glick
Title:		Authorized Person

G.F.W. ENERGY XI, L.P.

By:		GFW XI, L.L.C., its general partner

By:		/s/ Craig Glick
Name:		Craig Glick
Title:		Authorized Person

GFW XI, L.L.C.

By:		/s/ Craig Glick
Name:		Craig Glick
Title:		Authorized Person

NGP PEARL HOLDINGS II, L.L.C.

By:		/s/ Craig Glick
Name:		Craig Glick
Title:		Authorized Person

[Signature Page to Schedule 13D]


NGP XII US HOLDINGS, L.P.

By: NGP XII Holdings GP, L.L.C., its general partner

By:		/s/ Craig Glick
Name:		Craig Glick
Title:		Authorized Person

NGP XII HOLDINGS GP, L.L.C.

By:		/s/ Craig Glick
Name:		Craig Glick
Title:		Authorized Person

NGP NATURAL RESOURCES XII, L.P.

By:		G.F.W. Energy XII, L.P, its general partner



		By:		GFW XII, L.L.C.,
				its general partner



By:		/s/ Craig Glick
Name:		Craig Glick
Title:		Authorized Person

G.F.W. ENERGY XII, L.P.

By:		GFW XII, L.L.C, its general partner

By:		/s/ Craig Glick
Name:		Craig Glick
Title:		Authorized Person

GFW XII, L.L.C.

By:		/s/ Craig Glick
Name:		Craig Glick
Title:		Authorized Person

[Signature Page to Schedule 13D]

Number of
shares
beneficially
owned by
each
reporting
person
with

Sole voting power

0

Shared voting power

60,792,641 (1)

Sole dispositive power

0

Shared dispositive power

60,792,641 (1)