PIONEER NATURAL RESOURCES COMPANY Item 1.01. Entry into a Material Definitive Agreement
Purchase Agreement
On
Under the terms and conditions of the Purchase Agreement, the aggregate
consideration to be paid to the Seller in the Transaction will consist of
The Purchase Agreement provides that the closing of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including, among others, (a) the accuracy of the representations and warranties of each party (subject to specified materiality standards), (b) compliance by each party in all material respects with their respective covenants, and (c) the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act").
The Seller and the Pioneer Parties have made customary representations and warranties in the Purchase Agreement. The Purchase Agreement also contains customary covenants and agreements, including covenants and agreements relating to (a) the conduct of Double Eagle's and Parent's businesses during the period between the execution of the Purchase Agreement and closing of the Transaction and (b) the efforts of the parties to cause the Transaction to be completed, including actions which may be necessary to cause the expiration or termination of the waiting period under the HSR Act. The Pioneer Parties and the Seller have each agreed to indemnify the other for certain liabilities, including liabilities arising from breaches of certain of such party's representations, warranties and covenants in the Purchase Agreement, in each case subject to the limitations set forth in the Purchase Agreement.
The Purchase Agreement may be terminated (a) with the mutual written consent of
the Seller and the Pioneer Parties or (b) in the event that the Transaction has
not been consummated on or before
In connection with the closing of the Transaction, Parent and the Seller will enter into a registration rights agreement with respect to the shares of Parent common stock to be issued at the closing of the Transaction (the "Issuance").
The representations, warranties and covenants contained in the Purchase
Agreement have been made solely for the benefit of the parties thereto. In
addition, such representations, warranties and covenants (a) have been made only
for purposes of the Purchase Agreement, (b) have been qualified by (i) matters
specifically disclosed in any reports filed by Parent with the
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purpose of allocating risk between the contracting parties rather than
establishing matters as fact. Accordingly, the Purchase Agreement is included
with this filing only to provide investors with information regarding the terms
of the Purchase Agreement, and not to provide investors with any other factual
information regarding the parties thereto or their respective businesses.
Investors should not rely on the representations, warranties and covenants or
any descriptions thereof as characterizations of the actual state of facts or
condition of the parties to the Purchase Agreement or any of their respective
subsidiaries or affiliates. Moreover, information concerning the subject matter
of the representations and warranties may change after the date of the Purchase
Agreement, which subsequent information may or may not be fully reflected in
Parent's public disclosures. The Purchase Agreement should not be read alone,
but should instead be read in conjunction with the other information regarding
Parent that is or will be contained in, or incorporated by reference into, the
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents
that Parent files with the
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement attached hereto as Exhibit 10.1.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in response to this Item 3.02. The Issuance will be completed in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description 10.1 Membership Interest Purchase Agreement, dated as ofApril 1, 2021 , by and amongPioneer Natural Resources Company ,Pioneer Natural Resources USA, Inc. and Double Eagle III Midco 2, LLC* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
Parent agrees to furnish to the
request.
Cautionary Statement Regarding Forward-Looking Information
Except for historical information contained herein, the statements in this Form 8-K 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 Parent and Double Eagle are subject to a number of risks and uncertainties that may cause Parent's and Double Eagle's actual results in future periods to differ materially from the forward-looking statements. These risks and uncertainties include, among other things, the risk that the Parent's and Double Eagle's businesses will not be integrated successfully; the risk that the cost savings, synergies and growth from the proposed transaction may not be fully realized or may take longer to realize than expected; the diversion of management time on transaction-related issues; the effect of future regulatory or legislative actions on the companies or the industries in which they operate, including the risk of new restrictions with respect to development activities on Parent's or Double Eagle's assets; the risk that the credit ratings of the combined company
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or its subsidiaries may be different from what the companies expect; the risk
that Parent may be unable to obtain governmental and regulatory approvals
required for the proposed transaction, or that required governmental and
regulatory approvals may delay the proposed transaction or result in the
imposition of conditions that could reduce the anticipated benefits from the
proposed transaction or cause the parties to abandon the proposed transaction;
the risk that a condition to closing of the proposed transaction may not be
satisfied; the length of time necessary to consummate the proposed transaction,
which may be longer than anticipated for various reasons; potential liability
resulting from pending or future litigation; changes in the general economic
environment, or social or political conditions, that could affect the
businesses; the potential impact of the announcement or consummation of the
proposed transaction on relationships with customers, suppliers, competitors,
management and other employees; the effect of this communication on Parent's
stock price; transaction costs; 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
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