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 18, 2021, Pioneer Natural Resources Company (the “Company”) completed the public offering of $750.0 million aggregate principal amount of the Company’s 0.550% Senior Notes that will mature May 15, 2023 (the “New Notes”), pursuant to an Underwriting Agreement (the “Underwriting Agreement”), dated May 10, 2021, by and among the Company and Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
The Company issued the New Notes pursuant to an indenture, dated June 26, 2012 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented with respect to the New Notes by a fifth supplemental indenture, dated May 18, 2021 (the “Fifth Supplemental Indenture”), by and between the Company and the Trustee.
The Base Indenture was filed with the Securities and Exchange Commission (the “Commission”) as Exhibit 4.5 to the Company’s automatic shelf registration statement on Form S-3 (Registration No. 333-241031) filed with the Commission on August 5, 2020 (the “Registration Statement”). The Fifth Supplemental Indenture is filed as Exhibit 4.1 hereto, and the terms and conditions thereof are incorporated herein by reference. The form of the New Notes (the “Global Note”) issued pursuant to the Fifth Supplemental Indenture is filed as Exhibit 4.2 hereto, and the terms and conditions of the Global Note are incorporated herein by reference. The Global Note is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
The Company offered the New Notes pursuant to the prospectus supplement dated May 10, 2021 (the “Prospectus Supplement”), to the prospectus dated August 5, 2020, which forms a part of the Registration Statement. The material terms of the New Notes are described in the Prospectus Supplement.
| Item 2.03 | Creation of a Direct Financial Obligation |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 8.01 | Other Events |
On May 18, 2021, the Company completed its public offering of the New Notes pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K.
Also on May 18, 2021, the Company completed the previously-announced redemption of the 7.750% Senior Notes due 2025 of Double Eagle III Midco 1 LLC and Double Eagle Finance Corporation.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
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/ Mark H. Kleinman | |
| Mark H. Kleinman | ||
| Executive Vice President and General Counsel | ||
Dated: May 18, 2021