13 May 2024listing compliance notice▼ BadMajor
PIONEER NATURAL RESOURCES CO deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
3 May 2024listing compliance notice● NeutralMajor
PIONEER NATURAL RESOURCES CO's exchange filed to remove a class of its securities from listing.
3 May 2024business combination▲ GoodMajor
The ExxonMobil merger completed on May 3, 2024: each Pioneer share converted into 2.3234 ExxonMobil shares, Pioneer's roughly $450 million of remaining 2020 convertible notes were repapered to convert into ExxonMobil shares instead, and Pioneer terminated its revolving credit facility - ending Pioneer as an independent public company.
8 Jan 2024business combination● NeutralMajor
Pioneer sent shareholders the final proxy statement for the all-stock sale to ExxonMobil announced 2023-10-10: each Pioneer share would convert into 2.3234 ExxonMobil shares, worth about $238.45 per share based on ExxonMobil's $102.63 close on 2024-01-05, about a 10.9% premium to Pioneer's 2023-10-05 close. The board unanimously recommends approval, a majority of outstanding shares must vote yes, and the special meeting is set for 2024-02-07. This is a change from the filings of the earlier Parsley deal, where Pioneer was the buyer, and Richard Dealy now signs as CEO.
5 Dec 2023business combination▼ BadMajor
Regulatory review of the ExxonMobil merger deepened in December 2023 when the FTC issued a "second request" for more information, extending the antitrust waiting period; both companies still expected to close in the first half of 2024.
11 Oct 2023business combination▲ GoodMajor
ExxonMobil agreed to acquire Pioneer in an all-stock deal valued at $59.5 billion ($253/share, or 2.3234 ExxonMobil shares per Pioneer share) - about $64.5 billion including debt - by far the largest deal in Pioneer's history, more than doubling ExxonMobil's Permian Basin footprint.
11 Oct 2023business combination▲ Good
ExxonMobil framed the merger as combining Pioneer's 850,000+ net Permian acres with its own 570,000, creating roughly 16 billion barrels of combined Permian resource, and said it would pull forward Pioneer's net-zero target from 2050 to 2035.
31 May 2023material agreement● Neutral
Pioneer amended its revolving credit agreement to switch its benchmark interest rate from LIBOR to Term SOFR as LIBOR was phased out; other loan terms were unchanged.
29 Mar 2023debt financing● Neutral
Pioneer raised $1.1 billion in new notes due 2026 at 5.10% - a far higher coupon than its 2020 pandemic-era borrowing, reflecting the much higher interest-rate environment of 2023.
21 Dec 2021asset acquisition disposition▲ GoodMajor
The Continental Resources sale closed on December 21, 2021 for $3.1 billion cash after adjustments, completing Pioneer's exit from the Delaware Basin acreage it had picked up in the Parsley merger.
5 Nov 2021material agreement▲ GoodMajor
Pioneer agreed to sell Jagged Peak Energy (acquired via the Parsley merger) and other Delaware Basin assets to Continental Resources for $3.25 billion cash, trimming the newly enlarged portfolio back toward its core Midland Basin focus.
18 May 2021debt financing● Neutral
Pioneer completed its $750 million offering of 0.550% senior notes due May 15, 2023. On the same day it completed the redemption of the 7.750% senior notes due 2025 that came with the Double Eagle (DoublePoint) acquisition.
12 May 2021material agreement● Neutral
Pioneer signed an underwriting agreement with Goldman Sachs and J.P. Morgan for existing shareholders to sell 6,000,000 Pioneer shares at $159.75 per share to the underwriters. Pioneer receives none of the proceeds, so this is a sale by selling stockholders rather than new money for the company. The filing does not name the sellers. (Inference: with the DoublePoint deal closing 2021-05-04 and paying part in Pioneer shares, the sellers may be connected to it, but the filing does not say so.)
4 May 2021asset acquisition disposition▲ GoodMajor
The DoublePoint acquisition closed on May 4, 2021; the sellers received registration rights letting them eventually resell the Pioneer shares issued as part of the deal.
2 Apr 2021capital raising announcement▲ GoodMajor
Pioneer agreed to buy DoublePoint Energy's Permian subsidiary, Double Eagle, for $1.0 billion cash plus 27.2 million Pioneer shares - its second major Permian bolt-on in six months, after Parsley.
24 Feb 2021financial restatement▼ BadMajor
Pioneer disclosed that its unaudited Q3 2020 financial statements could no longer be relied on: two long-term marketing contracts should have been booked as derivatives, a non-cash correction that widened the reported quarterly net loss from $20 million to $85 million.
29 Jan 2021debt financing● NeutralMajor
Days after closing the Parsley merger, Pioneer raised $2.5 billion in new senior notes across three maturities (2024, 2026 and 2031), financing the combined, enlarged company.
12 Jan 2021business combination▲ GoodMajor
Pioneer's and Parsley's shareholders approved the merger and it closed on January 12, 2021, making Parsley a wholly-owned Pioneer subsidiary; Parsley CEO Matt Gallagher and director A.R. Alameddine joined the Pioneer board.
5 Jan 2021business combination● Neutral
As the Parsley shareholder vote approached, Pioneer disclosed that a dozen lawsuits challenging the merger's proxy disclosures had been filed - typical deal litigation that did not derail the transaction.
2 Dec 2020business combination● Neutral
Pioneer filed Amendment No. 1 to its Parsley merger registration statement. It keeps the same terms (0.1252 Pioneer shares per Parsley share, about 76%/24% ownership split) and now sets the Pioneer shareholder vote for a virtual special meeting on 2021-01-12.
23 Nov 2020business combination● NeutralMajor
Pioneer filed its registration statement (Form S-4) for the shares it would issue to buy Parsley Energy, the deal announced on 2020-10-20. Parsley holders would get 0.1252 Pioneer shares per Parsley share or LLC unit, up to 52,149,362 new Pioneer shares; existing Pioneer holders would own about 76% and Parsley holders about 24% of the combined company. The deal needs a Pioneer shareholder vote on the share issuance and a Parsley shareholder vote to adopt the merger agreement.
21 Oct 2020business combination● Neutral
The formal merger agreement structured the Parsley deal as a three-step merger, with Parsley and its operating subsidiary becoming wholly owned by Pioneer once completed.
20 Oct 2020business combination▲ GoodMajor
Pioneer agreed to acquire Parsley Energy in an all-stock deal valued at about $4.5 billion for the shares (roughly $7.6 billion including Parsley's assumed debt), combining the two companies' neighboring Permian Basin acreage; Parsley shareholders would get 0.1252 Pioneer shares for each Parsley share.
11 Aug 2020debt financing▲ Good
Pioneer issued $1.1 billion of new 10-year notes at a low 1.90% rate, locking in cheap long-term financing during the pandemic downturn.
15 May 2020capital raising announcement● NeutralMajor
Pioneer sold $1.15 billion of 0.250% convertible senior notes due 2025, and the initial purchasers exercised an option for up to $172.5 million more. The notes convert at about $109.77 per share, and the proceeds went to capped calls, share buybacks and debt tender offers, which ended the 364-day credit facility.
6 Apr 2020debt financing● NeutralMajor
As oil prices collapsed in the early weeks of the COVID-19 crisis, Pioneer lined up a second, shorter-term credit facility (up to $1 billion) alongside its existing revolver as a precautionary liquidity buffer; it drew nothing from it.
30 Oct 2018debt financing● Neutral
Pioneer replaced its 2011 revolving credit facility with a new $1.5 billion, five-year revolver led by Wells Fargo; nothing was drawn against it at signing.