History
Pioneer bought Parsley and DoublePoint in 2021, sold its Delaware Basin assets, then was acquired by ExxonMobil in an all-stock deal that closed in May 2024.
2020: Building a cushion in the oil crash
The record for Pioneer Natural Resources begins in April 2020, when oil prices collapsed in the early weeks of the COVID-19 crisis. Pioneer lined up a second, shorter-term credit facility of up to $1 billion alongside its existing revolver (a standing bank credit line) as a precaution. It drew nothing from it. In May it sold $1.15 billion of low-interest convertible notes due 2025, with the buyers given an option for up to $172.5 million more. The notes convert at about $109.77 per share. The record before 2020 is not covered here, so the story starts with a company shoring up its finances.
2020-2021: Parsley and DoublePoint
In October 2020 Pioneer agreed to buy Parsley Energy, a neighbour in the Permian Basin, in an all-stock deal worth about $4.5 billion for the shares, or roughly $7.6 billion including Parsley's debt. Parsley holders were to receive 0.1252 Pioneer shares for each of theirs, up to 52,149,362 new shares, leaving Pioneer holders with about 76% of the combined company. Shareholders approved and the deal closed on 12 January 2021. Parsley's chief executive Matt Gallagher and director A.R. Alameddine joined Pioneer's board. Share count rose from about 164 million at the end of 2020 to about 244 million at the end of 2021, reflecting the share-funded deals.
Days later Pioneer raised $2.5 billion in senior notes maturing in 2024, 2026 and 2031. In February it disclosed a restatement: two long-term marketing contracts should have been booked as derivatives, a non-cash correction that widened its reported third-quarter 2020 net loss from $20 million to $85 million.
In April 2021 Pioneer agreed to buy DoublePoint Energy's Permian subsidiary, Double Eagle, for $1.0 billion cash plus 27.2 million Pioneer shares. It closed on 4 May, and the sellers received rights to resell the shares. A later offering of 6,000,000 shares at $159.75 came from selling stockholders, so Pioneer received no proceeds.
2021: Trimming back
Having grown quickly, Pioneer sold Jagged Peak Energy and other Delaware Basin assets, picked up through Parsley, to Continental Resources. The $3.25 billion cash deal was agreed in November 2021 and closed on 21 December for about $3.1 billion after adjustments. It moved the portfolio back toward its core Midland Basin focus. The record then goes quiet for almost two years.
2023-2024: Sold to ExxonMobil
In October 2023 ExxonMobil agreed to acquire Pioneer in an all-stock deal valued at $59.5 billion, or about $64.5 billion including debt, at 2.3234 ExxonMobil shares per Pioneer share. It was by far the largest deal in Pioneer's history. In December the US Federal Trade Commission issued a second request for more information, extending the antitrust review, though both sides still expected to close in the first half of 2024.
On 8 January 2024 Pioneer sent shareholders its final proxy statement. At ExxonMobil's $102.63 close on 5 January, each share was worth about $238.45, roughly a 10.9% premium to Pioneer's 5 October 2023 close. The board unanimously recommended approval, a majority of outstanding shares had to vote yes, and the meeting was set for 7 February. Richard Dealy signed as chief executive.
The merger completed on 3 May 2024. Each Pioneer share converted into 2.3234 ExxonMobil shares, about $450 million of remaining convertible notes were changed to convert into ExxonMobil shares, and the revolving credit facility was terminated. On 3 May the exchange filed to remove a class of Pioneer's securities from listing, and Pioneer deregistered on 13 May 2024, ending its reporting to the SEC. It had ceased to be an independent public company.
Written from the 17 story beats below (2020 to 13 May 2024), which come from the company's own announcements and filings.