Item 1.02 Termination of a Material Definitive Agreement.
Credit Facility
In connection with the consummation of the Mergers, on January 12, 2021, Opco
LLC, at the direction of the Company, terminated all outstanding lender
commitments, including commitments of the lenders to issue letters of credit,
under that certain Credit Agreement, dated as of October 28, 2016 (as amended
from time to time, the "Credit Agreement"), by and among the Company, Opco LLC,
as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A. and BMO Harris
Bank, N.A., as syndication agents, Citibank, N.A., Credit Suisse AG, Cayman
Islands Branch, Royal Bank of Canada and U.S. Bank National Association, as
documentation agents, and Wells Fargo Bank, National Association, as
administrative agent. In connection with the termination of the Credit
Agreement, on January 12, 2021, all outstanding obligations for principal,
interest and fees under the Credit Agreement were paid off in full, and all
liens securing such obligations and any letter of credit or hedging obligations
permitted by the Credit Agreement to be secured by such liens and guarantees of
such obligations were released.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As discussed in the Introductory Note, on January 12, 2021, the Mergers were
consummated in accordance with the terms of the Merger Agreement. In connection
with the consummation of the Mergers, among other things, each share of Class A
common stock, par value $0.01 per share, of the Company (the "Parsley Class A
Common Stock") issued and outstanding immediately prior to the effective time of
the First Company Merger (the "Effective Time") (other than shares of Parsley
Class A Common Stock held in the treasury of the Company or owned, directly or
indirectly, by Pioneer or Merger Sub Inc. immediately prior to the Effective
Time and any unvested restricted shares of Parsley Class A Common Stock that did
not vest by their terms as a result of the consummation of the Mergers) was at
the Effective Time converted into and became exchangeable for 0.1252 (the
"Exchange Ratio") shares of common stock, par value $0.01 per share, of Pioneer
(the "Pioneer Common Stock").
Additionally, at the Effective Time, each membership interest unit of Opco LLC
(each, an "Opco LLC Unit") issued and outstanding immediately prior to the
Effective Time (other than any Opco LLC Unit owned, directly or indirectly, by
the Company or Pioneer or any of their respective subsidiaries immediately prior
to the Effective Time), and all rights in respect thereof, were converted into
the right to receive a number of shares of Pioneer Common Stock equal to the
Exchange Ratio. At the Effective Time, each share of Class B common stock, par
value $0.01 per share, of the Company (the "Parsley Class B Common Stock" and,
together with the Parsley Class A Common Stock, the "Parsley Common Stock") was
automatically cancelled for no additional consideration, subject to any
statutory rights to appraisal pursuant to the General Corporation Law of the
State of Delaware with respect to, and only with respect to, such shares of
Parsley Class B Common Stock.
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The issuance of shares of Pioneer Common Stock pursuant to the terms of the
Merger Agreement, and other shares of Pioneer Common Stock reserved for issuance
in connection with the transactions contemplated by the Merger Agreement, were
registered under the Securities Act of 1933, as amended, pursuant to Pioneer's
registration statement on Form S-4, as amended (File No. 333-250888), which was
declared effective by the SEC on December 4, 2020. The joint proxy
statement/prospectus included in the registration statement contains additional
information about the Mergers.
The foregoing description of the Mergers and the Merger Agreement, and the
transactions contemplated thereby, is a summary only, does not purport to be
complete, and is subject to and qualified in its entirety by reference to the
full text of the Merger Agreement, a copy of which is attached hereto as Exhibit
2.1 to this Current Report on Form 8-K and is incorporated by reference into
this Item 2.01.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On the Closing Date, in connection with the consummation of the Mergers, the
Company notified the New York Stock Exchange (the "NYSE") that the Mergers had
been consummated and requested that the trading of shares of Parsley Class A
Common Stock on the NYSE be suspended and that the listing of such shares on the
NYSE be withdrawn. In addition, the Company requested that the NYSE file with
the SEC a notification on Form 25 to report the delisting of shares of Parsley
Class A Common Stock from the NYSE and to deregister shares of Parsley Class A
Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). In addition, the Surviving Company, as successor
in interest to the Company, intends to file with the SEC a Form 15 requesting
that the reporting obligations of the Company under Sections 13(a) and 15(d) of
the Exchange Act be suspended.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 1.02, Item 2.01, Item
3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by
reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
As a result of the consummation of the First Company Merger, at the Effective
Time, the Company became a wholly owned subsidiary of Pioneer. Immediately
following the First Company Merger, as a result of the consummation of the
Second Company Merger, the Company merged with and into the Surviving Company, a
wholly owned subsidiary of Pioneer.
The information set forth in the Introductory Note, Item 2.01, Item 3.03, Item
5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by
reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In accordance with the terms of the Merger Agreement, each director of the
Company prior to the Effective Time ceased his or her respective service as a
director of the Company.
Also effective as of the Effective Time, each of Matt Gallagher, President and
Chief Executive Officer, Bryan Sheffield, Executive Chairman, Ryan Dalton,
Executive Vice President-Chief Financial Officer, David Dell'Osso, Executive
Vice President-Chief Operating Officer, and Colin Roberts, Executive Vice
President-General Counsel, resigned as an officer of the Company. These
resignations were not a result of any disagreements between the Company and the
officers on any matter relating to the Company's operations, policies or
practices. The Surviving Company will be ultimately managed by the directors and
officers of Pioneer, as its wholly owned subsidiary.
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Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the consummation of the Second Company Merger, the
certificate of formation and limited liability company agreement of Merger Sub
LLC as in effect immediately prior to the effective time of the Second Company
Merger became the certificate of formation and limited liability company
agreement of the Surviving Company, except that all references in such
certificate of formation to Merger Sub LLC were automatically amended to become
references to Pioneer PE Holding LLC. The certificate of formation and limited
liability company agreement of Pioneer PE Holding LLC in effect at the Effective
Time are attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K.
The foregoing disclosures are subject to and qualified in their entirety by
reference to Exhibits 3.1 and 3.2 of this Current Report on Form 8-K, which are
incorporated by reference into this Item 5.03.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 12, 2021, the Company held a special meeting of stockholders (the
"Special Meeting") to vote upon the following matters: (i) a proposal to approve
and adopt the Merger Agreement and the transactions contemplated thereby (the
"Merger Proposal") and (ii) a proposal to approve, on a non-binding advisory
basis, the compensation that may be paid or become payable to the Company's
named executive officers that is based on or otherwise relates to the Mergers
(the "Compensation Proposal").
As of the close of business on December 7, 2020, the record date for the Special
Meeting, there were 386,800,545 shares of Parsley Class A Common Stock and
26,062,891 shares of Parsley Class B Common Stock outstanding and entitled to
vote on all matters. At the Special Meeting, 367,506,266 shares of Parsley
Class A Common Stock and Parsley Class B Common Stock eligible to vote were
present virtually during the Special Meeting or represented by proxy,
constituting a quorum. At the Special Meeting, the Company's stockholders
approved the Merger Proposal and the Compensation Proposal by the affirmative
vote of the number of shares of Parsley Common Stock required to approve such
proposals.
The results of the Company stockholder votes taken at the Special Meeting, by
proposal, were as follows:
Proposal 1 - Merger Proposal
For Against Abstentions Broker Non-Votes
366,248,149 1,101,541 156,576 N/A
Proposal 2 - Compensation Proposal
Broker
For Against Abstentions Non-Votes
202,994,587 164,080,358 431,321 N/A
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
2.1† Agreement and Plan of Merger, dated as of October 20, 2020, by and
among Pioneer Natural Resources Company, Pearl First Merger Sub Inc.,
Pearl Second Merger Sub LLC, Pearl Opco Merger Sub LLC, Parsley
Energy, Inc. and Parsley Energy, LLC (incorporated by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K, File
No. 001-36463, filed with the SEC on October 21, 2020).
3.1* Certificate of Formation of Pioneer PE Holding LLC (f/k/a Pearl
Second Merger Sub LLC), dated October 16, 2020, as amended by the
Certificate of Merger, filed with the Secretary of State of the State
of Delaware, on January 12, 2021.
3.2* Limited Liability Company Agreement of Pioneer PE Holding LLC (f/k/a
Pearl Second Merger Sub LLC), dated October 16, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Filed herewith.
† Schedules and similar attachments have been omitted pursuant to Item
601(b)(2) of Regulation S-K. the Company agrees to furnish a supplemental
copy of any omitted schedule or attachment to the SEC upon request.
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