UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On May 10, 2021, Pioneer Natural Resources Company (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as underwriters (together, the “Underwriters”) and the selling stockholders listed in Schedule II thereto (collectively, the “Selling Stockholders”), in connection with an underwritten public offering (the “Offering”) by the Selling Stockholders of 6,000,000 shares of the Company’s common stock (the “Shares”) at a price to the Underwriters of $159.75 per share. All of the Shares sold in the Offering will be sold by the Selling Stockholders. The Company will not receive any of the proceeds from the Offering. The offer and sale of the Shares have been registered under the Securities Act of 1933 (the “Securities Act”) pursuant to an automatic shelf Registration Statement on Form S-3 (Registration No. 333-241031) of the Company (the “Registration Statement”) and the prospectus supplement dated May 10, 2021, and filed with the Securities and Exchange Commission on May 12, 2021 (“Prospectus Supplement”). Closing of the Offering is expected to occur on May 13, 2021. A legal opinion related to the Offering is filed herewith as Exhibit 5.1.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Selling Stockholders and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Company and the Selling Stockholders have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities. Furthermore, the Company and the Selling Stockholders have agreed with the Underwriters not to offer or sell any shares of its common stock (or securities convertible into or exchangeable for common stock), subject to certain exceptions, for a period of 30 days after the date of the Underwriting Agreement without the prior written consent of the Underwriters.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
The following exhibits are filed herewith:
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated May 10, 2021, by and among Pioneer Natural Resources Company, certain stockholders of Pioneer Natural Resources Company, and Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC, as underwriters. | |
| 5.1 | Opinion of Vinson & Elkins L.L.P. | |
| 23.1 | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PIONEER NATURAL RESOURCES COMPANY | ||
| By: | /s/ Margaret M. Montemayor | |
| Margaret M. Montemayor | ||
| Vice President and Chief Accounting Officer | ||
| Dated: May 12, 2021 | ||