UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 14, 2020, EOG Resources, Inc. (EOG) closed its sale of $750 million aggregate principal amount of its 4.375% Senior Notes due 2030 (2030 Notes) and $750 million aggregate principal amount of its 4.950% Senior Notes due 2050 (2050 Notes and, together with the 2030 Notes, the Notes). The Notes were issued under an indenture, dated as of May 18, 2009 (Indenture), by and between EOG, as issuer, and Wells Fargo Bank, National Association, as trustee, and an officers’ certificate, dated April 14, 2020, pursuant to the Indenture setting forth the specific terms of the Notes.
The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (Registration No. 333-228827) filed with the United States Securities and Exchange Commission on December 14, 2018.
The Indenture, the officers’ certificate, the form of global note for the 2030 Notes and the form of global note for the 2050 Notes are filed as Exhibits 4.1, 4.2, 4.3 and 4.4 hereto, respectively, and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 4.1 |
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| *4.2 |
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| *4.3 |
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| *4.4 |
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| *5.1 |
Opinion of Akin Gump Strauss Hauer & Feld LLP, dated April 14, 2020. | |||
| *23.1 |
Consent of Akin Gump Strauss Hauer & Feld LLP (included in Exhibit 5.1). | |||
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Cover Page Interactive Data File (formatted as Inline XBRL). |
| * | Exhibit filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EOG RESOURCES, INC. | ||||||
| Date: April 14, 2020 |
By: |
/s/ Timothy K. Driggers | ||||
| Timothy K. Driggers | ||||||
| Executive Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) | ||||||