D.F. King & Co., Inc. has been retained to serve as both the tender agent and the information agent. Persons with questions regarding the Offers and the Consent Solicitations should
contact BofA Securities at (980) 387-3907 (collect), CIBC Capital Markets at (212) 455-6427, RBC Capital Markets at (877)
381-2099 or Scotiabank at (833) 498-1660. Copies of the Offers to Purchase and other related materials may be obtained by contacting D.F. King & Co., Inc. at 1
(866) 406-2283 (US toll-free) or 1 (212) 269-5550 (collect) or email: pxd@dfking.com.
None of Pioneer or its affiliates, its board of directors, Parsley, the Issuers, the dealer managers, the tender agent and the information agent or the
Trustee (as defined below) for the Notes makes any recommendation as to whether holders of the Notes should tender or refrain from tendering the Notes.
Parsley and the Issuers also announced today that the Issuers have delivered notices of conditional redemption of all of the Issuers outstanding 5.250%
Senior Notes due 2025 (the 5.250% Notes due 2025) and all of the Issuers outstanding 5.375% Senior Notes due 2025 (the 5.375% Notes due 2025 and, together with the 5.250% Notes due 2025, the 2025 Notes). The
redemption date for the 2025 Notes provided in the applicable notice of conditional redemption is January 29, 2021 (the Redemption Date). The 5.250% Notes due 2025 will be redeemed at a redemption price of 103.398% of the
outstanding aggregate principal amount of the 5.250% Notes due 2025, plus accrued and unpaid interest to the Redemption Date (the 5.250% Notes Redemption Price), and the 5.375% Notes due 2025 will be redeemed at a redemption price of
102.688% of the outstanding aggregate principal amount of the 5.375% Notes due 2025, plus accrued and unpaid interest to the Redemption Date (together with the 5.250% Notes Redemption Price, the Redemption Price). The redemption of the
2025 Notes is conditioned upon, before the Redemption Date, completion of the Mergers and satisfaction or waiver of the Financing Condition. The Issuers will publicly announce and notify the holders of the 2025 Notes and the Trustee (as defined
below) if any of the foregoing conditions is not satisfied or waived, whereupon the redemption of the 2025 Notes will be revoked and the 2025 Notes will remain outstanding.
U.S. Bank National Association is the trustee (the Trustee) for the 2025 Notes and is serving as the paying agent for the redemptions. Copies of
the notice of redemption and additional information relating to the redemption of the Notes may be obtained by contacting the Trustee at U.S. Bank Global Corporate Trust, Attn: Bondholder Services - EP-MN-WS2N, 111 Fillmore Avenue East, St Paul, MN 55107-1402 or 800 934-6802.
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 Consent Solicitations, the Offers, the redemptions, the anticipated
public debt financing transactions, the anticipated Mergers and the ability to realize anticipated synergies and cost savings, the financial position, business strategy, production and reserve growth and other plans and objectives for our future
operations. Forward-looking statements and the business prospects of each of Pioneer and Parsley are subject to a number of risks and uncertainties that may cause each of Pioneers and Parsleys 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, Pioneers 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 Pioneers credit facility, investment instruments and derivative contracts and purchasers of Pioneers oil, natural gas liquids and gas production, and acts of war or terrorism. These
and other risks are described in Pioneers Registration Statement on Form S-4 related to the Mergers, 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, June 30, 2020 and September 30, 2020, and other filings with the Securities and Exchange Commission
(the SEC). In addition, each of Pioneer and Parsley 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. Each of Pioneer and Parsley undertakes no duty to publicly update these statements except as required by law.
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