PIONEER NATURAL RESOURCES COMPANY Item 1.01. Entry into a Material Definitive Agreement
Purchase Agreement
On
The Purchase Agreement provides that the closing of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including, among others, (a) the accuracy of the representations and warranties of each party (subject to specified materiality standards), (b) compliance by each party in all material respects with their respective covenants, and (c) approval pursuant to, or the expiration or termination of the applicable waiting period under, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act").
The Sellers and Continental have made customary representations and warranties in the Purchase Agreement. The Purchase Agreement also contains customary covenants and agreements, including covenants and agreements relating to (a) the conduct of the Sellers' businesses during the period between the execution of the Purchase Agreement and closing of the Transaction and (b) the efforts of the parties to cause the Transaction to be completed, including actions which may be necessary to cause the expiration or early termination of the applicable waiting period under the HSR Act. Continental and the Sellers have each agreed to indemnify the other for certain liabilities following the closing on the Transaction (as further set forth in the Purchase Agreement), subject to the limitations set forth in the Purchase Agreement.
The Purchase Agreement may be terminated under circumstances as described in the
Purchase Agreement, including (a) with the mutual written consent of the Sellers
and Continental or (b) in the event that the Transaction has not been
consummated on or before
The representations, warranties and covenants contained in the Purchase
Agreement have been made solely for the benefit of the parties thereto. In
addition, such representations, warranties and covenants (a) have been made only
for purposes of the Purchase Agreement, (b) have been qualified by confidential
disclosures made in confidential disclosure schedules delivered in connection
with the Purchase Agreement, (c) are subject to materiality qualifications
contained in the Purchase Agreement which may differ from what may be viewed as
material by investors, (d) were made as of the date of the Purchase Agreement
(subject to customary bring-down at the closing of the Transaction) or such
other date as is specified in the Purchase Agreement and (e) have been included
in the Purchase Agreement for the purpose of allocating risk between the
contracting parties rather than establishing matters as fact. Accordingly, the
Purchase Agreement is included with this filing only to provide investors with
information regarding the terms of the Purchase Agreement, and not to provide
investors with any other factual information regarding the parties thereto or
their respective businesses. Investors should not rely on the representations,
warranties and covenants or any descriptions thereof as characterizations of the
actual state of facts or condition of the parties to the Purchase Agreement or
any of their respective subsidiaries or affiliates. Moreover, information
concerning the subject matter of the representations and warranties may change
after the date of the Purchase Agreement, which subsequent information may or
may not be fully reflected in the Company's public disclosures. The Purchase
Agreement should not be read alone, but should instead be read in conjunction
with the other information regarding the Company that is or will be contained
in, or incorporated by reference into, the Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and other documents that the Company files with
the
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The Company expects the Transaction to close in late
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement attached hereto as Exhibit 2.1.
This Current Report on Form 8-K contains statements that are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 and other federal securities laws. These forward-looking statements are
based upon the Company's current expectations, but these statements are not
guaranteed to occur. Investors should not place undue reliance upon
forward-looking statements. These statements relate to, among other things, the
Transaction. No assurances can be given that the Transaction will be completed
when expected, on the terms described or at all. The forward-looking statements
are subject to various risks and uncertainties, many of which are beyond the
Company's control including, without limitation, general economic conditions,
market conditions and other factors, including those set forth in the Risk
Factors section of the Company's periodic reports and other documents filed with
the
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description 2.1 Purchase and Sale Agreement, dated as ofNovember 1, 2021 , by and amongParsley Energy, LLC ,Parsley Energy, L.P. ,Parsley Minerals, LLC ,Parsley Energy Operations, LLC , and Continental Resources, Inc.* 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. A
copy of any omitted schedule and/or exhibit will be furnished to the Securities
and
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