AGREEMENT AND PLAN OF MERGER by and among PIONEER NATURAL RESOURCES COMPANY PIONEER NATURAL RESOURCES USA, INC. PNR ACQUISITION COMPANY, LLC and PIONEER NATURAL RESOURCES GP LLC PIONEER SOUTHWEST ENERGY PARTNERS L.P. Dated as of August 9, 2013Agreement and Plan of Merger • August 12th, 2013 • Pioneer Southwest Energy Partners L.P. • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2013 (this “Agreement”), is entered into by and among Pioneer Natural Resources Company, a Delaware corporation (“PNR”), Pioneer Natural Resources USA, Inc., a Delaware corporation and wholly-owned subsidiary of PNR (“PNR USA”), PNR Acquisition Company, LLC, a Delaware limited liability company and wholly-owned subsidiary of PNR (“MergerCo”), Pioneer Southwest Energy Partners, L.P., a Delaware limited partnership (“MLP”), and Pioneer Natural Resources GP LLC, a Delaware limited liability company and the general partner of MLP and wholly-owned subsidiary of PNR USA (“MLP GP”). Capitalized terms used but not defined have the meanings assigned to such terms in Article I hereof.
