Pioneer Natural Resources Announces Pricing of Public Offering of $1.1 Billion of 1.90% Senior Notes Due 2030

DALLAS–(BUSINESS WIRE)–Pioneer Natural Resources Company (NYSE: PXD) (“Pioneer” or “the Company”) today announced that it has priced a public offering of $1.1 billion of 1.90% Senior Notes that will mature August 15, 2030 (the “Notes”), pursuant to an effective shelf registration statement that was previously filed with the Securities and Exchange Commission. The price to the public for the Notes is 99.205% of the principal amount.

The Company intends to use the net proceeds of approximately $1.08 billion from the offering, after deducting underwriting discounts (excluding fees and expenses of the offering), for general corporate purposes, which may include, but are not limited to, the repayment or repurchase of the Company’s 3.45% senior notes due 2021, 3.95% senior notes due 2022, or other corporate obligations.

Interest on the Notes will be payable on February 15 and August 15 of each year. The first interest payment will be due on February 15, 2021, and will consist of interest from closing to that date. The offering is expected to close on August 11, 2020, subject to the satisfaction of customary closing conditions.

BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Barclays Capital Inc., BMO Capital Markets Corp., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, MUFG Securities Americas Inc. and TD Securities (USA) LLC are acting as Joint Book-Running Managers for the offering. Credit Suisse (USA) LLC, Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc. are acting as Senior Co-Managers and BBVA Securities Inc., CIBC World Markets Corp., Citizens Capital Markets, Inc., PNC Capital Markets LLC and Truist Securities, Inc. are acting as Co-Managers for the offering. When available, a copy of the prospectus supplement and accompanying base prospectus relating to the offering may be obtained from: BofA Securities, Inc. at 200 North College Street, 3rd Floor, Charlotte, NC 28255, Attn: Prospectus Department, Email: dg.prospectus_requests@bofa.com, Toll-Free: 1-800-294-1322; J.P. Morgan Securities LLC at: 383 Madison Avenue, New York, NY 10179, Attn: Investment Grade Syndicate Desk-3rd Floor or by calling collect at (212) 834-4533; or Wells Fargo Securities, LLC at: 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attn: WFS Customer Service, Email: wfscustomerservice@wellsfargo.com, Toll-Free: 1-800-645-3751.

An electronic copy of the preliminary prospectus supplement and accompanying base prospectus may also be obtained at no charge at the Securities and Exchange Commission’s website at www.sec.gov.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of a prospectus and prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The offering will be made pursuant to an effective shelf registration statement, which was previously filed by Pioneer with the Securities and Exchange Commission, and a prospectus supplement and accompanying prospectus, which will be filed by Pioneer with the Securities and Exchange Commission.

Pioneer is a large independent oil and gas exploration and production company, headquartered in Dallas, Texas, with operations in the United States.

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 Pioneer’s 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, other government regulation or action, litigation, the costs and results of drilling and operations, availability of equipment, services, resources and personnel required to perform the Company’s drilling and operating activities, access to and availability of transportation, processing, fractionation, refining, storage and export facilities, Pioneer’s ability to implement its business plans or complete its development activities as scheduled, the financial strength of counterparties to Pioneer’s credit facility, investment instruments and derivative contracts and purchasers of Pioneer’s oil, natural gas liquids and gas production, environmental and weather risks, including the possible impacts of climate change, cybersecurity risks, and acts of war or terrorism. These and other risks are described in Pioneer’s Annual Report on Form 10-K for the year ended December 31, 2019, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, and other filings with the Securities and Exchange Commission. In addition, Pioneer may be subject to currently unforeseen risks that may have a materially adverse impact 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.