Pioneer Natural Resources Company announced the early results of Pioneer’s previously announced cash tender offers to purchase any and all of the outstanding 5.625% Senior Notes due 2027 (the “2027 Notes”) and 4.125% Senior Notes due 2028 (the “2028 Notes” and, together with the 2027 Notes, the “Tender Offer Notes”) of Parsley Energy, LLC, a Delaware limited liability company (“Parsley LLC”), and Parsley Finance Corp., a Delaware corporation (“Parsley Finance” and, together with Parsley LLC, the “Issuers”) from holders of each series of the Tender Offer Notes (the “Tender Offers”) and solicitations of consents from holders of each series of the Tender Offer Notes (the “Consent Solicitations”) to effect certain amendments to the indentures governing each series of the Tender Offer Notes (the “Indentures”).
According to information received from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offers, as of 5:00 p.m., New York City time, on January 13, 2021 (the “Early Tender Date”), an aggregate of $520,445,000 principal amount of the 2027 Notes, representing approximately 74.35% of the outstanding 2027 Notes, and $254,646,000 aggregate principal amount of the 2028 Notes, representing approximately 63.75% of the outstanding 2028 Notes, had been validly tendered and not withdrawn pursuant to the Tender Offers.
The Tender Offers and the Consent Solicitations were conditioned on the closing of the acquisition of the Issuers by Pioneer pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), by and among Pioneer and certain of its subsidiaries, Parsley Energy, Inc., a Delaware corporation (“Parsley”), and Parsley LLC, dated as of October 20, 2020. The transactions contemplated by the Merger Agreement closed on January 12, 2021, as a result of which the Issuers are now wholly owned subsidiaries of Pioneer. Consummation of the Tender Offers and payment for Tender Offer Notes validly tendered pursuant to the Tender Offers remain subject to the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase dated December 30, 2020 (the “Offer to Purchase”), including, but not limited to, the satisfaction or waiver of the financing condition described therein.
The Tender Offers will expire at 11:59 p.m. New York City time on January 28, 2021 (the “Expiration Date”). Subject to satisfaction of the conditions to the Tender Offers set forth in the Offer to Purchase, the Company expects to accept and pay for all Tender Offer Notes tendered at or prior to the Expiration Date on or about January 29, 2021 (the “Settlement Date”). The deadline for holders to validly withdraw tenders of Tender Offer Notes has passed. Accordingly, tendered Tender Offer Notes may no longer be withdrawn or revoked, except in certain limited circumstances where additional withdrawal or revocation rights are required by law.
Because the principal amount of Tender Offer Notes tendered prior to the Early Tender Date exceeded a majority of the outstanding Tender Offer Notes of each series, the requisite consents necessary to adopt the proposed amendments with respect to each series of Tender Offer Notes as described in the Offer to Purchase (the “Proposed Amendments”) have been obtained, and Pioneer intends to cause the Issuers to execute a supplement to each of the indentures governing the Tender Offer Notes to effect the Proposed Amendments to such indentures, although the Proposed Amendments therein will not become operative with respect to each series of Tender Offer Notes until Pioneer purchases at least a majority in aggregate principal amount of the outstanding Tender Offer Notes of the applicable series pursuant to the Tender Offers.