PIONEER NATURAL RESOURCES COMPANY Item 1.01 Entry into a Material Definitive Agreement.
On
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As discussed in the Introductory Note above, on
Additionally, at the Effective Time, each membership interest unit of
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
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The foregoing description of the Mergers and the Merger Agreement 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, which is filed as Exhibit 2.1 hereto.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant into a Material
Definitive Agreement.
The disclosure provided in Item 1.01 "Entry into a Material Definitive Agreement" is incorporated by reference into this Item 2.03 as if fully set forth herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the consummation of the Mergers, effective
Accordingly, following the consummation of the Mergers, the Pioneer Board now
has twelve members, consisting of the ten individuals serving on the Pioneer
Board immediately prior to completion of the Mergers,
In connection with their appointments, each of the new directors will receive
the standard non-employee director compensation for serving on the Pioneer
Board. In addition,
Neither
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Item 7.01 Regulation FD Disclosure.
On
Item 8.01 Other Events
Pioneer incorporates by reference from the Joint Proxy Statement/Prospectus the risk factors with the following titles into this Current Report on Form 8-K:
• Pioneer's ability to utilize its historic U.S. net operating loss
carryforwards and those of Parsley may be limited.
• Uncertainties associated with the mergers may cause a loss of management
personnel and other key employees of Parsley, which could adversely
affect the future business and operations of Pioneer following the
mergers.
• Pioneer may be unable to integrate the business of Parsley successfully
or realize the anticipated benefits of the mergers.
• The synergies attributable to the mergers may vary from expectations.
• The future results of Pioneer following the mergers will suffer if
Pioneer does not effectively manage its expanded operations.
• The mergers may result in a loss of customers, distributors, suppliers,
vendors, landlords, joint venture partners and other business partners
and may result in the termination of existing contracts.
• The unaudited pro forma combined financial statements and the summary pro
forma combined oil, NGL and gas reserve and production data included in
this joint proxy statement/prospectus are based on a number of
preliminary estimates and assumptions, and the actual results of
operations, cash flows and financial position of Pioneer after the
mergers may differ materially.
• Following the completion of the mergers, Pioneer may incorporate
Parsley's hedging activities into Pioneer's business, and Pioneer may be
exposed to additional commodity price risks arising from such hedges.
Pioneer also incorporates by reference from the Joint Proxy Statement/Prospectus the pro forma information under the caption "Summary Pro Forma Combined, Oil, NGL and Gas Reserve and Production Data" into this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements.
The audited consolidated balance sheets of Parsley and its subsidiaries as of
The unaudited consolidated balance sheet of Parsley and its subsidiaries as of
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(b) Pro Forma Financial Information.
The pro forma financial information required by this Item 9.01(b) for the year
ended
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofOctober 20, 2020 , by and amongPioneer Natural Resources Company ,Pearl First Merger Sub Inc. ,Pearl Second Merger Sub LLC ,Pearl Opco Merger Sub LLC , Parsley Energy, Inc. andParsley Energy, LLC (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Pioneer with theSEC onOctober 20, 2020 ).* 10.1 First Amendment to Credit Agreement, dated as ofJanuary 12, 2021 , by and amongWells Fargo Bank, National Association , as Administrative Agent, and the other agents and lenders party thereto. 23.1 Consent ofKPMG LLP relating to Parsley Energy, Inc. 99.1 Press Release, datedJanuary 12, 2021 , announcing consummation of the Mergers and results of the special meetings. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
Parent agrees to furnish to the
request.
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