Double Eagle III Midco 1 LLC and Double Eagle Finance Corporation Issue Conditional Notice of Redemption for their 7.750% Senior Notes Due 2025

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05/04/2021 - 04:09 PM

Pioneer Natural Resources Company (NYSE: PXD) (“Pioneer” or the “Company”) today announced that Double Eagle III Midco 1 LLC and Double Eagle Finance Corporation (together, the “Issuers”), each of which became indirect wholly owned subsidiaries of Pioneer on May 4, 2021 as a result of the completion of Pioneer’s acquisition of Double Eagle III Midco 1 LLC from an indirect wholly owned subsidiary of DoublePoint Energy, LLC, have delivered a notice of conditional redemption of all of the Issuers’ outstanding 7.750% Senior Notes due 2025 (the “Notes”), having an aggregate principal amount of $650 million. The redemption date for the Notes (the “Redemption Date”) provided in the notice of conditional redemption is May 18, 2021. An aggregate of 35% of the Notes will be redeemed at a redemption price of 107.750% of the principal amount of such Notes and the remainder of the notes will be redeemed at the “make-whole” redemption prices specified in the indenture governing the Notes, in each case, plus accrued and unpaid interest up to, but excluding, the Redemption Date (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date). The redemption of the Notes is conditioned upon, before the Redemption Date, the successful completion by Pioneer of one or more offerings of its debt securities in an aggregate principal amount of not less than $650 million, which condition may waived by the Issuers in their sole discretion. The Issuers will publicly announce and notify the holders of the Notes and the Trustee (as defined below) if the condition is not satisfied or waived, whereupon the redemption of the Notes will be revoked and the Notes will remain outstanding; provided that, in the Issuers’ discretion, the Redemption Date may be delayed until such time as any or all conditions shall be satisfied or waived (provided that in no event shall such Redemption Date be delayed to a date later than July 3, 2021).

Pioneer is a large independent oil and gas exploration and production company, headquartered in Dallas, Texas, with operations in the United States. For more information, visit Pioneer’s website at www.pxd.com.

Cautionary Statement Regarding Forward-Looking Information
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 contained in this news release specifically include statements regarding the redemption. 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, global and U.S. economic activity, government regulation or action, Pioneer’s ability to implement its business plans or complete its development activities as scheduled, access to and cost of capital, 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, 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, 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.