8-KLeadership ChangesAcquisitions & DispositionsRegulation FD+2

EXXON MOBIL CORP 8-K Report, Acquisition Completed (May 3, 2024)

Filed May 3, 2024For Securities:XOM

Summary

Exxon Mobil Corporation (XOM) announced the successful completion of its acquisition of Pioneer Natural Resources Company on May 3, 2024. This significant transaction, agreed upon in October 2023, involved Pioneer merging into a wholly-owned subsidiary of ExxonMobil, with Pioneer continuing as a subsidiary. Pioneer common stock was converted into a combination of ExxonMobil common stock and cash for fractional shares. In connection with the merger, ExxonMobil has expanded its Board of Directors by one member, appointing Maria S. Dreyfus as a new non-employee director. Additionally, the terms for Pioneer's convertible senior notes have been adjusted to reflect the merger, allowing conversion into ExxonMobil common stock. Approximately $450 million in principal amount of these notes remains outstanding.

Key Highlights

  • 1ExxonMobil has officially completed the acquisition of Pioneer Natural Resources Company, effective May 3, 2024.
  • 2Pioneer shareholders received 2.3234 shares of ExxonMobil common stock and cash for fractional shares for each share of Pioneer common stock held.
  • 3Maria S. Dreyfus has been appointed as a new non-employee director to ExxonMobil's Board of Directors.
  • 4Scott D. Sheffield will not be joining ExxonMobil's Board of Directors, as per the FTC consent order.
  • 5Pioneer's 0.250% Convertible Senior Notes due 2025 have been amended, with the conversion rate adjusted to reflect shares of ExxonMobil common stock.
  • 6Approximately $450 million in aggregate principal amount of Pioneer's convertible notes remains outstanding following the merger.

Frequently Asked Questions

The most critical piece of information for investors is the formal completion of ExxonMobil's acquisition of Pioneer Natural Resources. This marks a significant step in consolidating assets and potential synergies.

Pioneer shareholders received 2.3234 shares of ExxonMobil common stock for each share of Pioneer common stock they owned, along with cash for any fractional shares.

The conversion terms for Pioneer's 0.250% Convertible Senior Notes due 2025 have been updated. Holders can now convert their notes into shares of ExxonMobil common stock, rather than Pioneer's stock. The adjusted conversion rate is approximately 25.4503 shares of ExxonMobil common stock per $1,000 principal amount of notes.

Yes, ExxonMobil's Board of Directors has been expanded by one member with the appointment of Maria S. Dreyfus as a new non-employee director. Notably, Scott D. Sheffield will not be joining the board due to regulatory requirements.