Each one in plain English, with the numbers worked through for a shareholder.
14 Jan 2021securities registration● Neutral
Pioneer filed a preliminary prospectus supplement for senior notes due 2024, 2026 and 2031, with sizes and rates left blank. The offering was tied to refinancing Parsley notes, which Pioneer took on when it completed the Parsley acquisition on January 12, 2021.
Pioneer filed an exit Schedule 13D/A showing it held no Parsley Energy shares after the merger closed on January 12, 2021. Parsley shares were converted into Pioneer stock at 0.1252 Pioneer shares each, and the voting-agreement proxies were revoked.
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.
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.
PIONEER NATURAL RESOURCES CO EVP, Advisor to the Management Chris J Cheatwood acquired 10,054 shares and disposed of 2,702 in a set of related equity transactions.
PIONEER NATURAL RESOURCES CO EVP & General Counsel Mark H Kleinman acquired 4,766 shares and disposed of 1,223 in a set of related equity transactions.
PIONEER NATURAL RESOURCES CO EVP, Corporate Operations Mark Stephen Berg acquired 10,054 shares and disposed of 2,702 in a set of related equity transactions.
Pioneer filed the final joint proxy statement/prospectus for its Parsley merger, dated December 4, 2020. Each Parsley share converts to 0.1252 Pioneer shares, and both companies' stockholder meetings are set for January 12, 2021.
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.
PIONEER NATURAL RESOURCES CO EVP, Corporate Operations Mark Stephen Berg acquired 85,515 shares and disposed of 91,122 in a set of related equity transactions.
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.
Pioneer filed a Schedule 13D saying it may be deemed to share voting power over 96.7 million Parsley Energy shares (23.4%). This stems from voting agreements signed with Quantum and Bryan Sheffield alongside the merger agreement, and Pioneer does not own the shares.
Pioneer previewed its third-quarter 2020 results, expecting realized prices of $39.22 per barrel of oil, $16.93 per barrel of NGLs and $1.74 per thousand cubic feet of gas. It also expected a $57 million net derivative loss and a $22 million gain from settling contingent consideration.