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Pioneer Natural Resources Co And Pioneer Southwest Energy Partners L.P. Announce Merger Agreement

Monday, 12 Aug 2013 08:30am EDT 

Pioneer Natural Resources Co and Pioneer Southwest Energy Partners L.P announced the execution of a definitive agreement and plan of merger (the Merger Agreement) that would result in a merger whereby Pioneer Southwest would become a wholly-owned subsidiary of Pioneer`s operating company, Pioneer Natural Resources USA, Inc. (Pioneer USA", through a stock-for-unit exchange (the Merger). Under the terms of the Merger Agreement, Pioneer Southwest`s public unitholders would receive 0.2325 of a share of common stock of Pioneer per Pioneer Southwest common unit surrendered pursuant to the Merger Agreement, plus a whole share of Pioneer common stock in lieu of any fractional share of Pioneer common stock otherwise issuable in the Merger. The transaction is expected to result in 3.95 million additional shares of common stock being issued by Pioneer. Regular quarterly distributions on the Pioneer Southwest common units will continue until the closing of the Merger. The terms of the Merger Agreement were unanimously approved by the Conflicts Committee of the board of directors of the general partner of Pioneer Southwest (the Conflicts Committee), who negotiated the terms on behalf of Pioneer Southwest and is comprised solely of independent directors. The board of directors of the general partner of Pioneer Southwest also approved the terms of the Merger Agreement. 

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26 Dec 2014