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|Item 2.01|| |
Completion of Acquisition or Disposition of Assets.
As previously disclosed in the Current Report on Form 8-K filed by Pioneer Natural Resources Company (“Pioneer”) with the Securities and Exchange Commission on November 5, 2021, Pioneer and its wholly owned subsidiaries Parsley Energy, LLC (“Parsley Energy”), Parsley Energy, L.P. (“Parsley LP”), Parsley Minerals, LLC (“Parsley Minerals”), and Parsley Energy Operations, LLC (together with Parsley Energy, Parsley LP and Parsley Minerals, the “Sellers”), entered into a purchase and sale agreement (the “Purchase Agreement”), dated November 1, 2021, with Continental Resources, Inc. (“Continental”) pursuant to which the Sellers agreed to sell to Continental (a) 100% of the issued and outstanding limited liability company interests of Jagged Peak Energy LLC, which in turn owns 100% of the issued and outstanding limited liability company interests of Parsley SoDe Water LLC, and (b) certain other oil and gas assets of the Sellers in the Delaware Basin (collectively, the “Transaction”).
On December 21, 2021, the Transaction was consummated. The aggregate consideration paid to the Sellers consisted of cash proceeds of $3.1 billion after normal closing adjustments. Also on December 21, 2021, Pioneer issued a press release announcing the consummation of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1.
|Item 9.01.|| |
Financial Statements and Exhibits
|99.1||Press Release, dated December 21, 2021.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|PIONEER NATURAL RESOURCES COMPANY|
|Mark H. Kleinman|
|Executive Vice President and General Counsel|
|Date:||December 21, 2021|
Pioneer Natural Resources Completes Divestiture of Delaware Basin Assets
Dallas, Texas, December 21, 2021 Pioneer Natural Resources Company (NYSE:PXD) (Pioneer or the Company) today announced that it has completed the previously announced divestiture of its Delaware Basin assets to Continental Resources (NYSE:CLR) for cash proceeds of $3.1 billion after normal closing adjustments.
Pioneers fourth quarter and full year guidance assumed that the Delaware Basin assets would be included in the Companys financial results for the entire quarter. However, with the completion of the divestiture today, Pioneer will not include any operating or financial results attributable to the Delaware Basin assets after December 20, 2021 in its fourth quarter results.
Pioneer is a large independent oil and gas exploration and production company, headquartered in Dallas, Texas, with operations in the United States. For more information, visit Pioneers website at www.pxd.com.
Cautionary Statement Regarding Forward-Looking Information
Except for historical information contained herein, the statements in this 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 Pioneer are subject to a number of risks and uncertainties that may cause Pioneers actual results in future periods to differ materially from the forward-looking statements. These risks and uncertainties include, among other things, 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; the effect of future regulatory or legislative actions on Pioneer or the industry in which it operates, including the risk of new restrictions with respect to development activities; the ability to obtain approvals from third parties and negotiate agreements with third parties on mutually acceptable terms; potential liability resulting from pending or future litigation; the costs and results of drilling and operations; availability of equipment, services, resources and personnel required to perform the Companys drilling and operating activities; access to and availability of transportation, processing, fractionation, refining, storage and export facilities; Pioneers 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 Pioneers credit facility, investment instruments and derivative contracts and purchasers of Pioneers oil, natural gas liquids and gas production; uncertainties about estimates of reserves, 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, expenses and cash flow from purchases and sales of oil and gas, net of firm transportation commitments; sources of funding; tax rates; quality of technical data; environmental and weather risks, including the possible impacts of climate change; cybersecurity risks; the risks associated with the ownership and operation of the Companys water services business and acts of war or terrorism. These and other risks are described in Pioneers Annual Report on Form 10-K for the year ended December 31, 2020, Quarterly Reports on Form 10-Q filed thereafter and other filings with the United States Securities and Exchange Commission. In addition, the Company may be subject to currently unforeseen risks that may have a materially adverse effect on it. 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. Pioneer undertakes no duty to publicly update these statements except as required by law.
Pioneer Natural Resources Company Contacts:
Neal Shah 972-969-3900
Tom Fitter 972-969-1821
Greg Wright 972-969-1770
Chris Leypoldt 972-969-5834
Media and Public Affairs
Tadd Owens 972-969-5760
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