Pioneer Announces Price Determination Relating to Debt Tender Offer
Pioneer Natural Resources has established the Total Early Payment for each $1,000 principal amount outstanding of its 5.875% Senior Notes due 2012 (CUSIP No. 299900 AD 2)(the "Notes") for which Pioneer previously announced an offer to purchase (the "Tender Offer"). In connection with the Tender Offer, Pioneer is soliciting consents to proposed amendments to the indenture governing the Notes. The proposed amendments will permanently remove substantially all of the operating restrictions contained in the indenture governing the Notes. Holders tendering their Notes will be deemed to have delivered a consent to the proposed amendments.
Assuming an early settlement date of September 20, 2005, the consideration for each $1,000 principal amount of the Notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on Thursday, September 15, 2005 (the "Consent Date") will be $1,061.15 (the "Total Early Payment"), which includes a consent payment of $30.
In order to encourage holders to tender early, Pioneer is offering a consent payment of $30 per $1,000 principal amount of the Notes to holders who validly tender their Notes and give their consent to the proposed amendments before the Consent Date. Holders who validly tender their Notes and give their consent to the proposed amendments before the Consent Date will be entitled to receive the Total Early Payment. The Tender Offer expires at 12:00 midnight, New York City time, on Thursday, September 29, 2005 (the "Expiration Date"). Holders who validly tender their Notes and give their consent to the proposed amendments after the Consent Date but before the Expiration Date will be entitled to receive only the tender price, which is the Total Early Payment less the consent payment of $30. Pioneer will also pay accrued and unpaid interest on the Notes accepted in the Tender Offer to, but not including, the applicable settlement date.
On September 15, 2005, the Company will pay the semi-annual interest payment on the Notes to holders of record of the Notes on September 1, 2005.
The terms of the Tender Offer are described in Pioneer's Offer to Purchase and Consent Solicitation Statement dated September 1, 2005. Pioneer has engaged D.F. King & Co., Inc., to act as information agent in connection with the Tender Offer. Requests for copies of the Offer to Purchase and Consent Solicitation Statement and questions regarding the Tender Offer may be directed to D.F. King & Co., Inc. at 1(800)859-8509. Pioneer has engaged Goldman, Sachs & Co. to act as dealer managers in connection with the Tender Offer and as solicitation agent for the consent solicitation. Questions regarding the Tender Offer and the consent solicitation may be directed to Goldman, Sachs & Co. at 1(800)828-3182.
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent with respect to any securities. The Tender Offer will be made solely by the Offer to Purchase and Consent Solicitation Statement dated September 1, 2005.
Neither the Offer to Purchase and Consent Solicitation Statement nor any related document has been filed with the Securities and Exchange Commission, nor has any such document been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of this Offer to Purchase and Consent Solicitation Statement or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
The Tender Offer is not being made to, nor will Pioneer accept
tenders of the Notes from holders in any jurisdiction in which the
Tender Offer or the acceptance thereof would not be in compliance with
the securities or blue sky laws of such jurisdiction.
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