Item 2.02 Results of Operations and Financial Condition
On November 4, 2020, Pioneer Natural Resources Company (the "Company") issued
the news release, with financial statements and schedules, that is attached
hereto as Exhibit 99.1. In the news release, the Company announced financial and
operating results for the quarter ended September 30, 2020, provided an
operations update and provided the Company's financial and operational outlook
for future periods based on current expectations.
Item 7.01. Regulation FD Disclosure.
As stated in the news release referred to in Item 2.02, the Company intends to
host a conference call available to investors and the public to discuss its
financial and operating results for the quarter ended September 30, 2020 with an
accompanying presentation. The presentation referred to in the earnings release
(the "Investor Presentation") is attached as Exhibit 99.2.
Item 8.01 Other Events.
To the extent required, the information included in Item 2.02 and Item 7.01 of
this Current Report on Form 8-K is incorporated into this Item 8.01.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 News Release, dated November 4, 2020, titled "Pioneer Natural Resources
Company Reports Third Quarter 2020 Financial and Operating Results" and
financial statements and schedules attached to the news release.
99.2 Investor presentation
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the
proposed transaction. The proposed transaction will be submitted to stockholders
of the Company and the stockholders of Parsley Energy, Inc. ("Parsley") for
their consideration. The Company and Parsley intend to file a joint proxy
statement/prospectus (the "Joint Proxy Statement/Prospectus") with the SEC in
connection with the solicitation of proxies by the Company and Parsley in
connection with the proposed transaction. The Company intends to file a
registration statement on Form S-4 (the "Form S-4") with the SEC, in which the
Joint Proxy Statement/Prospectus will be included. The Company and Parsley also
intend to file other relevant documents with the SEC regarding the proposed
transaction. The definitive Joint Proxy Statement/Prospectus will be mailed to
the Company's stockholders and Parsley's stockholders when available. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED
TRANSACTION, INVESTORS AND STOCKHOLDERS OF THE COMPANY AND INVESTORS AND
STOCKHOLDERS OF PARSLEY ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT MATERIALS CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
The Joint Proxy Statement/Prospectus, any amendments or supplements thereto and
other relevant materials, and any other documents filed by the Company or
Parsley with the SEC, may be obtained once such documents are filed with the SEC
free of charge at the SEC's website at www.sec.gov or free of charge from the
Company at www.pxd.com or by directing a request to the Company's Investor
Relations Department at ir@pxd.com or free of charge from Parsley at
www.parsleyenergy.com or by directing a request to Parsley's Investor Relations
Department at ir@parsleyenergy.com.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act.
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Participants in the Solicitation
The Company, Parsley and certain of their respective executive officers,
directors, other members of management and employees may, under the rules of the
SEC, be deemed to be "participants" in the solicitation of proxies in connection
with the proposed transaction. Information regarding the Company's directors and
executive officers is available in its Proxy Statement on Schedule 14A for its
2020 Annual Meeting of Stockholders, filed with the SEC on April 9, 2020 and in
its Annual Report on Form 10-K for the year ended December 31, 2019, filed with
the SEC on February 24, 2020. Information regarding Parsley's directors and
executive officers is available in its Proxy Statement on Schedule 14A for its
2020 Annual Meeting of Stockholders, filed with the SEC on April 6, 2020 and in
its Annual Report on Form 10-K for the year ended December 31, 2019, filed with
the SEC on February 21, 2020. These documents may be obtained free of charge
from the sources indicated above. Other information regarding the participants
in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the Form S-4,
the Joint Proxy Statement/Prospectus and other relevant materials relating to
the proposed transaction to be filed with the SEC when they become available.
Stockholders and other investors should read the Joint Proxy
Statement/Prospectus carefully when it becomes available before making any
voting or investment decisions.
Cautionary Statement Regarding Forward-Looking Information
Except for historical information contained herein, the statements in the news
release are forward-looking statements that are made pursuant to the Safe Harbor
Provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements and the business prospects of the Company and Parsley
are subject to a number of risks and uncertainties that may cause the Company's
and Parsley's actual results in future periods to differ materially from the
forward-looking statements. These risks and uncertainties include, among other
things, the risk that the Company's and Parsley's businesses will not be
integrated successfully; the risk that the cost savings, synergies and growth
from the proposed transaction may not be fully realized or may take longer to
realize than expected; the diversion of management time on transaction-related
issues; the effect of future regulatory or legislative actions on the companies
or the industries in which they operate, including the risk of new restrictions
with respect to development activities on the Company's or Parsley's assets; the
risk that the credit ratings of the combined company or its subsidiaries may be
different from what the companies expect; the risk that the Company or Parsley
may be unable to obtain governmental and regulatory approvals required for the
proposed transaction, or that required governmental and regulatory approvals may
delay the proposed transaction or result in the imposition of conditions that
could reduce the anticipated benefits from the proposed transaction or cause the
parties to abandon the proposed transaction; the risk that a condition to
closing of the proposed transaction may not be satisfied; the length of time
necessary to consummate the proposed transaction, which may be longer than
anticipated for various reasons; potential liability resulting from pending or
future litigation; changes in the general economic environment, or social or
political conditions, that could affect the businesses; the potential impact of
the announcement or consummation of the proposed transaction on relationships
with customers, suppliers, competitors, management and other employees; the
effect of this communication on the Company's or Parsley's stock prices;
transaction costs; volatility of commodity prices, product supply and demand;
the impact of a widespread outbreak of an illness, such as the COVID-19
pandemic, on global and U.S. economic activity, competition, the ability to
obtain environmental and other permits and the timing thereof, other government
regulation or action, the ability to obtain approvals from third parties and
negotiate agreements with third parties on mutually acceptable terms,
litigation, the costs and results of drilling and operations, availability of
equipment, services, resources and personnel required to perform the Company's
and Parsley's drilling and operating activities, access to and availability of
transportation, processing, fractionation, refining, storage and export
facilities; the Company's and Parsley's ability to replace reserves, implement
its business plans or complete its development activities as scheduled; access
to and cost of capital; the financial strength of counterparties to the
Company's or Parsley's credit facility, investment instruments and derivative
contracts and purchasers of the Company's and Parsley's oil, natural gas liquids
and gas production; uncertainties about estimates of reserves and resource
potential; identification of drilling locations and the ability to add proved
reserves in the future; the assumptions underlying forecasts, including
forecasts of production, cash flow, well costs, capital expenditures, rates of
return to shareholders, expenses, cash flows from purchases and sales of oil and
gas net of firm transportation commitments, sources of funding and tax rates;
quality of technical data; environmental and weather risks, including the
possible impacts of climate change; cybersecurity risks; ability to implement
stock repurchases; the risks associated with the ownership and operation of the
Company's oilfield services businesses and acts of war or terrorism. These and
other risks are described in the Company's and Parsley's Annual Reports on Form
10-K for the year ended December 31, 2019, Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2020 and June 30, 2020
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and other filings with the Securities and Exchange Commission. In addition, the
Company and Parsley may be subject to currently unforeseen risks that may have a
materially adverse impact on the combined company. Accordingly, no assurances
can be given that the actual events and results will not be materially different
than the anticipated results described in the forward-looking statements. The
Company and Parsley undertake no duty to publicly update these statements except
as required by law.
Cautionary Note to U.S. Investors - The SEC prohibits oil and gas companies, in
their filings with the SEC, from disclosing estimates of oil or gas resources
other than "reserves," as that term is defined by the SEC. In the Investor
Presentation, the Company includes estimates of quantities of oil and gas using
certain terms, such as "resource base," "resource potential," "net recoverable
resource potential," "estimated ultimate recovery," "EUR," "oil in place" or
other descriptions of volumes of reserves, which terms include quantities of oil
and gas that may not meet the SEC's definitions of proved, probable and possible
reserves, and which the SEC's guidelines strictly prohibit the Company from
including in filings with the SEC.
These estimates are by their nature more speculative than estimates of proved
reserves and accordingly are subject to substantially greater risk of being
recovered by the Company. U.S. investors are urged to consider closely the
disclosures in the Company's periodic filings with the SEC. Such filings are
available from the Company at 777 Hidden Ridge, Irving, Texas 75038, Attention:
Investor Relations and the Company's website at www.pxd.com. These filings also
can be obtained from the SEC by calling 1-800-SEC-0330.
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