Filed Pursuant to Rule 433 of the Act
Registration No. 333-241031
January 14, 2021
Pioneer Natural Resources Company
Pricing Term Sheet
| Issuer: | Pioneer Natural Resources Company | |||||
| Security Type: | Senior Unsecured | |||||
| Offering Format: | SEC Registered | |||||
| Expected Ratings*: | Baa2/BBB/BBB+ (Stable/Stable/Stable) | |||||
| Trade Date: | January 14, 2021 | |||||
| Settlement Date:** | January 29, 2021 (T+10) | |||||
| Title of Securities: | Senior Notes due 2024 | Senior Notes due 2026 | Senior Notes due 2031 | |||
| Principal Amount: | $750,000,000 | $750,000,000 | $1,000,000,000 | |||
| Stated Maturity Date: | January 15, 2024 | January 15, 2026 | January 15, 2031 | |||
| US Treasury Benchmark: | 0.125% due December 15, 2023 | 0.375% due December 31, 2025 | 0.875% due November 15, 2030 | |||
| US Treasury Yield: | 0.214% | 0.479% | 1.129% | |||
| Spread to US Treasury: | 0.550% | 0.650% | 1.050% | |||
| Yield to Maturity: | 0.764% | 1.129% | 2.179% | |||
| Issue Price: | 99.959% of face amount | 99.981% of face amount | 99.742% of face amount | |||
| Coupon: | 0.750% | 1.125% | 2.150% | |||
| Interest Payment Dates: | January 15 and July 15 commencing July 15, 2021 | January 15 and July 15 commencing July 15, 2021 | January 15 and July 15 commencing July 15, 2021 | |||
| Optional Redemption: | Prior to January 15, 2022, greater of par or T + 10 bps
On or after January 15, 2022, at par |
Prior to December 15, 2025, greater of par or T + 10 bps
On or after December 15, 2025, at par |
Prior to October 15, 2030, greater of par or T + 20 bps
On or after October 15, 2030, at par | |||
| CUSIP/ISIN: | 723787 AS6/US723787AS61 | 723787AT4/US723787AT45 | 723787 AR8/US723787AR88 | |||
| Joint Book-Running Managers: | BofA Securities, Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC TD Securities (USA) LLC |
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| Barclays Capital Inc. Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC MUFG Securities Americas Inc. Wells Fargo Securities, LLC |
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| Senior Co-Managers: | CIBC World Markets Corp. Credit Suisse (USA) LLC RBC Capital Markets, LLC Scotia Capital (USA) Inc. |
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| Co-Managers: | BBVA Securities Inc. PNC Capital Markets LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc. |
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| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| ** | Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the following seven business days will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors. |
The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting BofA Securities, Inc. at 1-800-294-1322 or [email protected], Citigroup Global Markets Inc., toll-free at 1-800-831-9146 or [email protected], J.P. Morgan Securities LLC at 1-212-834-4533 or TD Securities (USA) LLC at 1-855-495-9846.
ANY DISCLAIMER OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED, SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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