Pioneer Southwest Energy Partners L.P. Receives Buyout Proposal from Pioneer Natural Resources Company

  Pioneer Southwest Energy Partners L.P. Receives Buyout Proposal from Pioneer
  Natural Resources Company

Business Wire

DALLAS -- May 7, 2013

Pioneer Southwest Energy Partners L.P. (NYSE:PSE) (“Pioneer Southwest”) today
announced that the chairman of the Conflicts Committee of the board of
directors of Pioneer Southwest’s general partner received a proposal from
Pioneer Natural Resources Company (NYSE: PXD) (“Pioneer”) whereby Pioneer
would acquire all of the outstanding, publicly-held Pioneer Southwest common
units Pioneer does not already own through a stock-for-unit exchange. Subject
to negotiation and execution of a definitive agreement, Pioneer is proposing
consideration of 0.2234 of a share of Pioneer common stock for each
outstanding publicly-held Pioneer Southwest common unit. In proposing the
0.2234 exchange ratio, Pioneer stated that it has assumed that a regular
quarterly common unit distribution of $0.52 per common unit will be declared
in July and that, thereafter, common unit distributions will be suspended
while the transaction is pending. The proposed transaction would be structured
as a merger of Pioneer Southwest with a wholly-owned subsidiary of Pioneer.
The proposal was referred to the Conflicts Committee of the general partner,
which will study, review and evaluate the proposal. There can be no assurance
that a definitive agreement will be executed or that any transaction will be
approved or consummated.

Pioneer owns 100% percent of the general partner of Pioneer Southwest and owns
approximately 52.4% of the 35,713,700 outstanding common units of Pioneer
Southwest.

Pioneer Southwest is a Delaware limited partnership headquartered in Dallas,
Texas, with current production and drilling operations in the Spraberry field
in West Texas.

This communication does not constitute an offer to sell any securities. Any
such offer will be made only by means of a prospectus, and only if and when a
definitive agreement has been entered into by Pioneer and Pioneer Southwest,
pursuant to a registration statement filed with the Securities and Exchange
Commission.

If Pioneer Southwest accepts Pioneer’s proposal and executes a definitive
agreement, a registration statement of Pioneer, which will include a proxy
statement and will constitute a prospectus of Pioneer, and other materials
will be filed with the Securities and Exchange Commission. If and when
applicable, investors and security holders are urged to carefully read the
documents filed with the Securities and Exchange Commission regarding the
proposed transaction when they become available, because they will contain
important information about Pioneer, Pioneer Southwest and the proposed
merger. If and when applicable, investors and security holders may obtain a
free copy of the proxy statement / prospectus and other documents containing
information about Pioneer and Pioneer Southwest, without charge, at the
Securities and Exchange Commission’s website at www.sec.gov.

Pioneer, Pioneer Southwest and certain of their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the unitholders of Pioneer Southwest in connection with the
proposed transaction. Information about the directors and executive officers
of Pioneer is set forth in its proxy statement for its 2013 annual meeting of
stockholders, which was filed with the Securities and Exchange Commission on
April11, 2013. Information about the directors and executive officers of the
general partner of Pioneer Southwest is set forth in Pioneer Southwest’s
Annual Report on Form 10-K for the year ending December 31, 2012, which was
filed with the Securities and Exchange Commission on March 14, 2013. These
documents can be obtained without charge at the Securities and Exchange
Commission’s website indicated above. Additional information regarding the
interests of these participants may be obtained by reading the proxy statement
/ prospectus regarding the proposed transaction when it becomes available.

Except for historical information contained herein, the statements contained
herein related to Pioneer's proposal to the Conflicts Committee of the board
of directors of the general partner of Pioneer Southwest, and the transactions
proposed therein, are forward-looking statements that are made in reliance on
the Safe Harbor Provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements of Pioneer Southwest are subject to a number
of risks and uncertainties that may cause Pioneer Southwest’s actual results
in future periods to differ materially from the forward-looking statements,
including the risk that the proposed transaction is not consummated at all or
on the initial terms proposed. These and other risks are described in Pioneer
Southwest’s annual, quarterly and other reports filed with the Securities and
Exchange Commission. In addition, Pioneer Southwest may be subject to
currently unforeseen risks that may have a materially adverse effect on it.
Pioneer Southwest undertakes no duty to publicly update these statements
except as required by law.

Contact:

Pioneer Southwest Energy Partners L.P.
Investors
Frank Hopkins, 972-969-4065
or
Josh Jones, 972-969-5822
or
Media and Public Affairs
Susan Spratlen, 972-969-4018
or
Suzanne Hicks, 972-969-4020
 
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