Form S-4
2023-12-18 to 2023-12-22 · 3 questions
· 1 letter from the SEC, 1 from the company
Acquisitions
Background of the Merger, page 50
SEC asked (1)
You disclose on page 55 that on October 5, 2023 the Wall Street Journal published an article discussing a proposed transaction between ExxonMobil and Pioneer. Please revise your disclosure to expand upon the effect, if any, the publication of the article prior to the public announcement had on the negotiation process.
XOM answered
In response to the Staff’s comment, the Company has revised the disclosure on page 56 of the Amended
Registration Statement. Read in the reply ↗
Background of the Merger, page 50
SEC asked (2)
We note in recent months, as part of evaluating potential strategic alternatives, Pioneer engaged in discussions with another upstream company regarding the acquisition of that company by Pioneer. Please expand your disclosure to provide greater detail into the alternative transaction, and the reasoning you did not progress further with the transaction.
XOM answered
In response to the Staff’s comment, the Company has revised the disclosure on page 52 of the Amended Read in the reply ↗
Background of the Merger, page 50
SEC asked (3)
You disclose on page 55 that Pioneer separately engaged Petrie Partners, LLC and BofA Securities, Inc., to serve as a financial advisor to Pioneer with respect to the proposed transaction. However, you make no further reference to Petrie or BofA. Please provide clear descriptions of each advisors' role, and describe how Pioneer utilized the assistance of the advisors in its evaluation of the transaction.
XOM answered
In response to the Staff’s comment, the Company has revised the disclosure on page 56 of the Amended Read in the reply ↗
