8-K
filed May 3, 2024, 7:59 PM ET
CIK 0001038357
M&A
confidence high
sentiment neutral
materiality 1.00
PIONEER NATURAL RESOURCES CO: M&A transaction — Pioneer Natural Resources completes merger with ExxonMobil, stock delisted
PIONEER NATURAL RESOURCES CO
- Merger closed May 3, 2024; each Pioneer share converted into 2.3234 ExxonMobil shares.
- Pioneer common stock delisted from NYSE (ticker PXD) as of market open May 3, 2024.
- Pioneer board and officers resigned; replaced by ExxonMobil designees.
- $450M aggregate principal of 0.250% Convertible Senior Notes due 2025 adjusted to convert into ExxonMobil shares.
- Blackout period for Pioneer 401(k) plan began May 1, 2024, expected to end week of May 12, 2024; Pioneer Stock Fund converted to ExxonMobil Stock Fund.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PIONEER NATURAL RESOURCES CO: Amended and restated bylaws in connection with merger.
- Change
- bylaw amendment
Exact text from the filing
Additionally, the bylaws of Pioneer were amended and restated as set forth in Exhibit 3.2 to this Current Report on Form 8-K.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PIONEER NATURAL RESOURCES CO: Amended and restated certificate of incorporation in connection with merger.
- Change
- charter amendment
Exact text from the filing
In connection with the consummation of the Merger, the certificate of incorporation of Pioneer was amended and restated as set forth in Exhibit 3.1 to this Current Report on Form 8-K.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
PIONEER NATURAL RESOURCES CO underwent a change of control involving Exxon Mobil Corporation for 2.3234 shares of ExxonMobil Common Stock per share (closed 2024-05-03).
- Action
- change of control
- Counterparty
- Exxon Mobil Corporation
- Consideration
- 2.3234 shares of ExxonMobil Common Stock per share
- Closing
- 2024-05-03
Exact text from the filing
to be payable in cash. As described below, upon the consummation of the Merger, each then-outstanding share of Pioneer Common Stock was converted into the right to receive 2.3234 shares of ExxonMobil Common Stock (the “ Exchange Ratio ”), resulting in an adjusted initial Conversion Rate of 25.4503 shares of ExxonMobil Common Stock per $1,000 principal
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
PIONEER NATURAL RESOURCES CO amended First Supplemental Indenture with ExxonMobil and Computershare Trust Company, N.A. (effective 2024-05-03).
- Action
- amendment
- Agreement
- notes offering
- Counterparty
- ExxonMobil and Computershare Trust Company, N.A.
- Effective
- 2024-05-03
Exact text from the filing
On May 3, 2024, Pioneer, ExxonMobil and Computershare Trust Company, N.A. (successor to Wells Fargo Bank, National Association), as trustee, entered into the First Supplemental Indenture to that certain Indenture (the “ Indenture ”), dated as of May 14, 2020
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
PIONEER NATURAL RESOURCES CO terminated Credit Agreement with Wells Fargo Bank, N.A., as administrative agent, and other lenders (effective 2024-05-03).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Wells Fargo Bank, N.A., as administrative agent, and other lenders
- Effective
- 2024-05-03
Exact text from the filing
on May 3, 2024, Pioneer terminated all outstanding lender commitments, including commitments of the lenders to issue letters of credit, under that certain Credit Agreement, dated as of October 24, 2018, by and among Pioneer, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the other agents and lenders party thereto from time to time
View on SEC.gov
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