Pioneer Natural Resources And Pioneer Southwest Energy Partners To Merge

(RTTNews) - Pioneer Natural Resources Co. (PXD) and Pioneer Southwest Energy Partners L.P. (PSE) announced the execution of a definitive agreement and plan of merger that would result in a merger whereby Pioneer Southwest would become a wholly-owned subsidiary of Pioneer Natural Resources' operating company, Pioneer Natural Resources USA, Inc. or Pioneer USA, through a stock-for-unit exchange.

As per the terms of the Merger Agreement, Pioneer Southwest's public unitholders would receive 0.2325 of a share of common stock of Pioneer Natural Resources 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 Natural Resources.

The companies said that 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, 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.

Pioneer USA owns 100% of the membership interests in the general partner of Pioneer Southwest and 52.4% of the 35.71 million outstanding common units of Pioneer Southwest.

As per a voting agreement, Pioneer USA has agreed to vote its common units in favor of the Merger Proposal. The parties anticipate that the Merger will close in the fourth quarter of 2013.