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Pioneer Announces 5.875% Interest Rate on New Notes and Determination of Exchange Price Relating to Debt Exchange Offers

DALLAS, Jul 7, 2022 (BUSINESS WIRE) -- Pioneer Natural Resources Company ("Pioneer") (NYSE:PXD) today announced that it has established the interest rate for a new series of Senior Notes due 2016 (the "New Notes") to be issued in connection with its previously announced offers to exchange (the "Exchange Offers") any or all of three series of its outstanding senior notes (the "Old Notes") for the New Notes and cash. The New Notes will mature on July 15, 2022 and will bear interest from the final settlement date (expected to be Thursday, July 15, 2004) at a rate per annum equal to 5.875%. The interest rate was set based on (a) the yield on the 4.75% U.S. Treasury Note due May 15, 2014 as of 2:00 p.m., New York City time, on July 7, 2004, plus (b) 1.40%. The New Notes will be unsecured senior obligations of Pioneer and will rank equally with all of Pioneer's other unsecured senior indebtedness.

In addition, Pioneer has established the exchange price for each $1,000 principal amount of each series of Old Notes for which Pioneer is making the Exchange Offers. The exchange price is as follows:

               Series                  Cusip Number     Exchange price
------------------------------------   ------------     --------------
8 1/4% Senior Notes due 2007            701018 AB 9         $1,139.88
9-5/8% Senior Notes due April 1, 2022   723787 AC 1         $1,259.83
7.50% Senior Notes due 2012             723787 AD 9         $1,157.08

The exchange price for the Old Notes was determined in accordance with the formulas set forth in the supplement dated June 25, 2004, to the Exchange Circular dated June 10, 2004. The Exchange Offers expire at 12:00 midnight, New York City time, on Friday, July 9, 2004, unless extended.

In connection with the Exchange Offers for the 9-5/8% Senior Notes due April 1, 2022 (the "9-5/8% Notes") and the 7.50% Senior Notes due 2012 (the "7.50% Notes"), Pioneer is soliciting consents to proposed amendments to the supplemental indentures governing the 9-5/8% Notes and the 7.50% Notes. The proposed amendments will permanently remove substantially all of the operating restrictions with respect to these notes if certain investment grade ratings are achieved.

The terms of the Exchange Offers are described in Pioneer's Exchange Circular dated June 10, 2004, as supplemented on June 25, 2004. The Bank of New York is the exchange agent for the Exchange Offers and will be the trustee under the New Notes. D.F. King & Co., Inc. is the information agent for the Exchange Offers. Requests for copies of the Exchange Circular and supplement, and questions regarding the Exchange Offers, may be directed to D.F. King & Co., Inc. at 1-800-859-8509 (U.S. toll-free). Deutsche Bank Securities Inc. is Pioneer's lead financial advisor for the Exchange Offers, and Citigroup Global Markets Inc. and Credit Suisse First Boston LLC are co-financial advisors.

This announcement is not an offer to exchange, a solicitation of an offer to exchange or a solicitation of consent with respect to any securities. The Exchange Offers are being made solely by the Exchange Circular dated June 10, 2004, as supplemented on June 25, 2004.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Exchange Circular or supplement. Any representation to the contrary is a criminal offense.

The Exchange Offers are not being made to, nor will Pioneer accept tenders of Old Notes from, holders in any jurisdiction in which the Exchange Offers or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

The New Notes have not been and will not be registered under the Securities Act of 1933. Pioneer is making the Exchange Offers in reliance on the exemption from the registration requirements of the Securities Act of 1933 afforded by Section 3(a)(9) thereof.

Pioneer is a large independent oil and gas exploration and production company with operations in the United States, Argentina, Canada, Gabon, South Africa and Tunisia. Pioneer's headquarters are in Dallas, Texas. For more information, visit Pioneer's website at www.pioneernrc.com.

Except for historical information contained herein, the statements in this News Release are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements and the business prospects of Pioneer are subject to a number of risks and uncertainties that may cause Pioneer's actual results in future periods to differ materially from the forward-looking statements. These risks and uncertainties include, among other things, volatility of oil and gas prices, product supply and demand, competition, government regulation or action, international operations and associated international political and economic instability, litigation, the costs and results of drilling and operations, Pioneer's ability to replace reserves, implement its business plans, or complete its development projects as scheduled, access to and cost of capital, uncertainties about estimates of reserves, quality of technical data, environmental and weather risks, acts of war or terrorism. These and other risks are described in Pioneer's 10-K and 10-Q Reports and other filings with the Securities and Exchange Commission.

SOURCE: Pioneer Natural Resources Company

Pioneer Natural Resources Company, Dallas
Susan Spratlen, 972-444-9001
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