Pioneer tenders for 5 7/8% notes due 2012, to redeem all 9 5/8% notes due 2010, 7½% notes due 2012

By Jennifer Chiou

New York, Sept. 1 - Pioneer Natural Resources Co. launched a cash tender offer for any and all of its $194.5 million of outstanding 5 7/8% senior notes due 2012 and called for the full redemption of its $12.6 million of 9 5/8% senior notes due 2010 and all $16.2 million of its 7½% notes due 2012.

The Dallas company is also soliciting consents to amend the 5 7/8% notes' indenture. Proposed amendments remove all operating restrictions.

Investors who tender their holdings before the consent deadline at 5 p.m. ET on Sept. 15 will receive the $30.00 per $1,000 principal amount of notes consent payment.

The offer ends at midnight ET on Sept. 29.

For each $1,000 principal amount of notes, the company will pay the present value of the $1,029.38 redemption price on the notes' first call date of March 15, 2008, discounted using the yield to Feb. 15, 2008 of the 3 3/8% Treasury due Feb. 15, 2008 plus 50 basis points. Accrued interest up to but not including the settlement date will be subtracted from the payment, which includes the $30.00 consent payment.

Pioneer, which is an oil and gas exploration and development company, will also pay accrued interest up to but excluding the settlement date.

D.F. King & Co., Inc. is the information agent (800 859-8509). Goldman, Sachs & Co. is the dealer manager and solicitation agent (800 828-3182) for the tender offer.

The company said it will redeem the 9 5/8% notes and 7½% notes on Oct. 3 at 100% plus accrued interest in addition to a make-whole premium.

The make-whole premium for the 9 5/8% and 7½% notes will be calculated based on interest payments payable after the redemption date and any premium at the respective maturities over the principal amount, discounted using a reference Treasury plus 50 bps.

Holders may surrender their notes for redemption to The Bank of New York, trustee and paying agent.

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