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Pioneer Announces Debt Tender Offer and Consent Solicitation
DALLAS, Sep 01, 2022 (BUSINESS WIRE) -- Pioneer Natural Resources Company (NYSE:PXD) today announced that it has commenced an offer to purchase for cash (the "Tender Offer") any and all of its outstanding 5.875% Senior Notes due 2012 (CUSIP No. 299900 AD 2)(the "Notes"). In connection with the Tender Offer, Pioneer is soliciting consents to proposed amendments to the indenture governing the Notes. Pioneer is offering a consent payment of $30 per $1,000 principal amount of Notes to holders who validly tender their Notes and give their consent to the proposed amendments before 5:00 p.m., New York City time, on Thursday, September 15, 2021 (the "Consent Date"). The Tender Offer expires at 12:00 midnight, New York City time, on Thursday, September 29, 2021 (the "Expiration Date").
Pioneer is offering to purchase any and all of the approximately $194,500,000 aggregate principal amount of Notes currently outstanding. The tender price for the Notes is based on a fixed-spread pricing formula described below. Pioneer will also pay accrued and unpaid interest on the Notes accepted in the Tender Offer to, but not including, the applicable settlement date.
In connection with the Tender Offer for Notes, Pioneer is soliciting consents to proposed amendments to the indenture governing the Notes. The proposed amendments will permanently remove substantially all of the operating restrictions contained in the indenture governing the Notes. Holders tendering their Notes will be deemed to have delivered a consent to the proposed amendments.
On September 15, 2005, the Company will pay the semi annual interest payment on the Notes to holders of record of the Notes on September 1, 2005.
The Tender Price for Notes Tendered
The tender price for each $1,000 principal amount of Notes validly tendered and accepted for payment pursuant to the tender offer will be calculated as of 2:00 p.m., New York City time, on the second business day before the Consent Date and will be an amount equal to (i) the present value on the early settlement date of $1,029.38 per $1,000 principal amount of Notes (the redemption price payable for Notes on March 15, 2008, which is the earliest redemption date) and all scheduled interest payments on the Notes from the early settlement date up to and including the earliest redemption date, discounted on the basis of a yield to the earliest redemption date equal to the sum of (a) the bid-side yield on the applicable reference U.S. Treasury Security listed in the table below, as calculated by the dealer manager, in accordance with standard market practice, plus (b) the applicable fixed spread listed in the table below, minus (ii) accrued and unpaid interest to, but not including, the early settlement date, minus (iii) the consent payment, being rounded to the nearest cent per $1,000 principal amount of the Notes.
Fixed Spread Reference (in basis Series U.S. Treasury Security points) ----------------------- ------------------------------ --------------- 5.875% Senior Notes due 3.375% U.S. Treasury Notes due 2012 February 15, 2022 +50
The Consent Payment for Notes Tendered Early
To encourage holders to tender early, the Company is offering a consent payment of $30 per $1,000 principal amount of Notes for Notes that are validly tendered and for which consents are delivered on or before the Consent Date. The consent payment will be paid in cash on the early settlement date with respect to those Notes.
The Total Early Payment for Notes Tendered Early
The total early payment consists of the tender price, plus the consent payment, plus accrued and unpaid interest to, but not including, the early settlement date. Holders of Notes that validly tender (and do not validly withdraw) Notes and deliver consents on or before the Consent Date will be entitled to the total early payment. Holders of Notes that validly tender Notes after the Consent Date but on or prior to the Expiration Date will be entitled to receive only the tender price, plus accrued and unpaid interest to, but not including, the final settlement date.
The early settlement date is expected to be September 20, 2021 and the final settlement date is expected to be October 4, 2005. Pioneer may extend the Consent Date, early settlement date, Expiration Date and final settlement date in its sole discretion.
The Tender Offer is subject to the satisfaction of certain conditions, including the receipt of consents to the proposed amendments from the holders of a majority of the aggregate outstanding principal amount of Notes.
The terms of the Tender Offer are described in Pioneer's Offer to Purchase and Consent Solicitation Statement dated September 1, 2005. Pioneer has engaged D.F. King & Co., Inc., to act as information agent in connection with the Tender Offer. Requests for copies of the Offer to Purchase and Consent Solicitation Statement and questions regarding the Tender Offer may be directed to D.F. King & Co., Inc. at 1(800)859-8509 (US toll-free). Pioneer has engaged Goldman, Sachs & Co. to act as dealer managers in connection with the Tender Offer and as solicitation agent for the consent solicitation. Questions regarding the Tender Offer and the consent solicitation may be directed to Goldman, Sachs & Co. at 1(800)828-3182.
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent with respect to any securities. The Tender Offer will be made solely by the Offer to Purchase and Consent Solicitation Statement dated September 1, 2005.
Neither the Offer to Purchase and Consent Solicitation Statement nor any related document has been filed with the Securities and Exchange Commission, nor has any such document been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of this Offer to Purchase and Consent Solicitation Statement or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
The Tender Offer is not being made to, nor will Pioneer accept tenders of Notes from holders in any jurisdiction in which the Tender Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
Pioneer is a large independent oil and gas exploration and production company with operations in the United States, Argentina, Canada and Africa. Pioneer's headquarters are in Dallas, Texas. For more information, visit Pioneer's website at www.pioneernrc.com.
SOURCE: Pioneer Natural Resources Company
Pioneer Natural Resources Company, Dallas Investors: Frank Hopkins or Chris Paulsen, 972-444-9001 or Media and Public Affairs: Susan Spratlen, 972-444-9001
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