Filed Pursuant to Rule 433
Registration No. 333-241031
May 10, 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: | May 10, 2021 | |
| Settlement Date:** | May 18, 2021 (T+6) | |
| Title of Securities: | Senior Notes due 2023 | |
| Principal Amount: | $750,000,000 | |
| Stated Maturity Date: | May 15, 2023 | |
| US Treasury Benchmark: | 0.125% due April 30, 2023 | |
| US Treasury Yield: | 0.153% | |
| Spread to US Treasury: | 0.400% | |
| Yield to Maturity: | 0.553% | |
| Issue Price: | 99.994% of face amount | |
| Coupon: | 0.550% | |
| Interest Payment Dates: | May 15 and November 15 commencing November 15, 2021 | |
| Optional Redemption: | Greater of par or T + 10 bps | |
| CUSIP/ISIN: | 723787 AU1 / US723787AU18 | |
| Joint Book-Running Managers: | Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC TD Securities (USA) LLC Wells Fargo Securities, LLC BofA Securities, Inc. Citigroup Global Markets Inc. Credit Suisse (USA) LLC J.P. Morgan Securities LLC | |
| Senior Co-Managers: | Barclays Capital Inc. CIBC World Markets Corp. MUFG Securities Americas Inc. RBC Capital Markets, LLC Scotia Capital (USA) Inc. | |
| Co-Managers: | BBVA Securities Inc. PNC Capital Markets LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc. | |
| * | 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 three business days will be required, by virtue of the fact that the notes initially will settle in T+6, 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 Goldman Sachs & Co. LLC at 1-866-471-2526, Morgan Stanley & Co. LLC at 1-866-718-1649, TD Securities (USA) LLC at 1-855-495-9846, or Wells Fargo Securities, LLC at 1-800-645-3751.
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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