Pioneer Natural begins offer to purchase two series of notes

By Taylor Fox

New York, Dec. 30 – Pioneer Natural Resources Co. commenced cash tender offers to purchase any and all of its $700 million outstanding 5.625% senior notes due 2027 (Cusip: 701885AH8) and $399,472,000 outstanding 4.125% senior notes due 2028 (Cusip: 701885AJ4) of Parsley Energy, LLC and Parsley Finance Corp., according to a news release.

The company is also soliciting consent from holders of each series of the notes to effect certain amendments to the indentures.

The consideration for notes tendered by the 5 p.m. ET Jan. 13 early tender date is $1,098.75 per $1,000 of 2027 notes and $1,067.50 per $1,000 of 2028 notes, both including the early tender premium of $30.00 per $1,000 of notes tendered.

The offers and the consent solicitations are being made in connection with, and are conditioned upon the closing of, the acquisition of the issuers by Pioneer.

The offers and consent solicitations are also subject to the condition that Pioneer shall have consummated one or more investment-grade public debt financing transactions on terms and conditions acceptable to Pioneer, that, together with not more than $500 million of available cash and availability under Pioneer’s credit facility, is sufficient to fund the redemption of the 2025 notes and the purchase of all notes tendered under the offers, as well as other customary conditions.

The mergers are expected to close on or about Jan. 12.

Parsley also plans to redeem all of the issuers’ outstanding 5.25% senior notes due 2025 and 5.375% senior notes due 2025 on Jan. 29.

The 5.25% notes will be redeemed at 103.938, and the 5.375% notes will be redeemed at 102.688.

The redemption is conditioned upon the completion of the mergers and satisfaction or waiver of the financing condition.

Tendered notes and delivered consents may be withdrawn or revoked any time prior to 5 p.m. ET on Jan. 13.

The offers and consent solicitation will expire at 11:59 p.m. ET on Jan. 28.

The settlement date is expected to be Jan. 29.

U.S. Bank NA is the trustee and paying agent for the redemptions.

BofA Securities, Inc. (980 387-3907), CIBC World Markets Corp. (212 455-6427), RBC Capital Markets, LLC (877 381-2099) and Scotia Capital (USA) Inc. (833 498-1660) are dealer managers.

D.F. King & Co. (866 406-2283, 212 269-5550 pxd@dfking.com) is the tender and information agent.

Pioneer Natural Resources is a Dallas-based oil and gas exploration and production company.

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