Pioneer Natural Resources Company and Pioneer Southwest Energy Partners L.P. Announce Merger Agreement
12 August 2013 - 10:30PM
Business Wire
Pioneer Natural Resources Company (NYSE: PXD) (“Pioneer”) and
Pioneer Southwest Energy Partners L.P. (NYSE: PSE) (“Pioneer
Southwest”) today announced the execution of a definitive agreement
and plan of merger (the “Merger Agreement”) that would result in a
merger whereby Pioneer Southwest would become a wholly-owned
subsidiary of Pioneer’s operating company, Pioneer Natural
Resources USA, Inc. (“Pioneer USA”), through a stock-for-unit
exchange (the “Merger”). Under the terms of the Merger Agreement,
Pioneer Southwest’s public unitholders would receive 0.2325 of a
share of common stock of Pioneer per Pioneer Southwest common unit
surrendered pursuant to the Merger Agreement, plus a whole share of
Pioneer common stock in lieu of any fractional share of Pioneer
common stock otherwise issuable in the Merger. The transaction is
expected to result in 3.95 million additional shares of common
stock being issued by Pioneer. Regular quarterly distributions on
the Pioneer Southwest common units will continue until the closing
of the Merger. The terms of the Merger Agreement were unanimously
approved by the Conflicts Committee of the board of directors of
the general partner of Pioneer Southwest (the “Conflicts
Committee”), who negotiated the terms on behalf of Pioneer
Southwest and is comprised solely of independent directors. The
board of directors of the general partner of Pioneer Southwest also
approved the terms of the Merger Agreement. In addition, Evercore
Partners acted as financial advisor to the Conflicts Committee and
delivered a fairness opinion to the Conflicts Committee in
connection with the transaction.
The closing of the Merger is subject to certain closing
conditions, including the approval of the Merger Agreement and the
transactions contemplated by the Merger Agreement, including the
Merger (the “Merger Proposal”), by the affirmative vote of holders
of a majority of the outstanding Pioneer Southwest common units
entitled to vote on the Merger Proposal at a special meeting of the
unitholders. Pioneer USA owns 100% of the membership interests in
the general partner of Pioneer Southwest and 52.4% of the
35,713,700 outstanding common units of Pioneer Southwest. Pursuant
to a voting agreement, Pioneer USA has agreed to vote its common
units in favor of the Merger Proposal. The parties anticipate that
the Merger will close in the fourth quarter of 2013.
The consolidation of the properties of Pioneer and Pioneer
Southwest in the Midland Basin in West Texas pursuant to the Merger
is expected to facilitate Pioneer’s plans to fully and optimally
develop the area utilizing horizontal drilling and is expected to
provide organizational, operational and administrative
efficiencies.
Pioneer is a large independent oil and gas exploration and
production company, headquartered in Dallas, Texas, with operations
in the United States.
Pioneer Southwest is a Delaware limited partnership
headquartered in Dallas, Texas, with current production and
drilling operations in the Spraberry field in West Texas.
This communication does not constitute an offer to sell any
securities. Any such offer will be made only by means of a
prospectus, pursuant to a registration statement filed with the
Securities and Exchange Commission (“SEC”).
In connection with the proposed Merger, a registration statement
of Pioneer, which will include a proxy statement and will
constitute a prospectus of Pioneer, and other materials will be
filed with the SEC. Investors and security holders are urged to
carefully read the documents filed with the SEC regarding the
proposed transaction when they become available, because they will
contain important information about Pioneer, Pioneer Southwest and
the proposed Merger. When available, investors and security holders
may obtain a free copy of the proxy statement/prospectus and other
documents containing information about Pioneer and Pioneer
Southwest, without charge, at the SEC’s website at www.sec.gov.
Pioneer, Pioneer Southwest and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the unitholders of Pioneer
Southwest in connection with the proposed transaction. Information
about the directors and executive officers of Pioneer is set forth
in its proxy statement for its 2013 annual meeting of stockholders,
which was filed with the SEC on April 11, 2013. Information
about the directors and executive officers of the general partner
of Pioneer Southwest is set forth in Pioneer Southwest’s Annual
Report on Form 10-K for the year ending December 31, 2012, which
was filed with the SEC on March 14, 2013. These documents can be
obtained without charge at the SEC’s website indicated above.
Additional information regarding the interests of these
participants may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction when it
becomes available.
Except for historical information contained herein, the
statements contained herein related to the Merger and the
transactions contemplated by the Merger Agreement are
forward-looking statements that are made in reliance on the Safe
Harbor Provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements of Pioneer and Pioneer
Southwest are subject to a number of risks and uncertainties that
may cause Pioneer's or Pioneer Southwest’s actual results in future
periods to differ materially from the forward-looking statements,
including the risk that the proposed Merger is not consummated.
These and other risks are described in Pioneer's and Pioneer
Southwest’s annual, quarterly and other reports filed with the SEC.
In addition, Pioneer and Pioneer Southwest may be subject to
currently unforeseen risks that may have a materially adverse
effect on them. Neither Pioneer nor Pioneer Southwest undertakes
any duty to publicly update these statements except as required by
law.
Pioneer Natural Resources Company and Pioneer Southwest
Energy Partners L.P.Investors:Frank Hopkins,
972-969-4065Josh Jones, 972-969-5822Mike Bandy,
972-969-4513orMedia and Public AffairsSusan Spratlen,
972-969-4018Suzanne Hicks, 972-969-4020
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