We are advising ExxonMobil on the transaction

Davis Polk is advising ExxonMobil on its acquisition of Pioneer Natural Resources in an all-stock transaction valued at $59.5 billion, or $253 per share, based on ExxonMobil’s closing price on October 5, 2023. Under the terms of the agreement, Pioneer shareholders will receive 2.3234 shares of ExxonMobil for each Pioneer share at closing. The transaction, which is subject to customary regulatory reviews and approvals, is expected to close in the first half of 2024.

The transaction is the largest globally in 2023, and the largest by ExxonMobil since its acquisition of Mobil in 1999.

ExxonMobil, one of the largest publicly traded international energy and petrochemical companies, creates solutions that improve quality of life and meet society’s evolving needs. The corporation’s primary businesses – upstream, product solutions and low carbon solutions – provide products that enable modern life, including energy, chemicals, lubricants and lower emissions technologies.

Pioneer is a large independent oil and gas exploration and production company, headquartered in Dallas, Texas, with operations in the United States.

The Davis Polk corporate team includes partners Louis Goldberg, Oliver Smith and Shanu Bajaj and associates Heather Weigel and Edwin P. Paillant. Partner David H. Schnabel and associate Constance Zhang are providing tax advice. Partner Jennifer S. Conway and counsel Charlotte R. Fabiani and Joseph S. Brown are providing executive compensation advice. All members of the Davis Polk team are based in the New York office.