Good for ME! Bad for those who despise ME! LMAO,LMAO,
Merger Agreement with Pioneer Natural Resources Company
On August 9, 2013, the Partnership entered into an Agreement and Plan of Merger with Pioneer Natural Resources Company (“Pioneer”), Pioneer Natural Resources USA, Inc., a wholly-owned subsidiary of Pioneer (“Pioneer USA”), PNR Acquisition Company, LLC, a wholly-owned subsidiary of Pioneer (“MergerCo”), and Pioneer Natural Resources GP LLC, a wholly-owned subsidiary of Pioneer and the general partner of the Partnership (the “General Partner”), which was amended on October 25, 2013 (as amended, the “Merger Agreement”). Pursuant to the Merger Agreement, MergerCo will merge with and into the Partnership, with the Partnership surviving the merger (the “Merger”), such that following the Merger, the General Partner will remain a wholly-owned subsidiary of Pioneer and the sole general partner of the Partnership, and Pioneer USA will be the sole limited partner of the Partnership. Except for the common units owned by Pioneer, all of the common units outstanding as of the closing of the Merger will be cancelled and, except for dissenting common units, converted into the right to receive 0.2325 of a share of common stock of Pioneer per common unit. The parties anticipate that the Merger will close in the fourth quarter of 2013, pending the satisfaction of certain conditions; however, the Merger Agreement contains customary representations, warranties, covenants and conditions, some of which are beyond the parties’ control, which could delay or prevent the consummation of the Merger.