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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/18/21 Pioneer Natural Resources Co. 8-K:1,2,8,9 5/18/21 13:533K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 29K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 114K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 99K 4: EX-5.1 Opinion of Counsel re: Legality HTML 20K 9: R1 Document and Entity Information HTML 46K 11: XML IDEA XML File -- Filing Summary XML 13K 8: XML XBRL Instance -- d524913d8k_htm XML 14K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 6: EX-101.LAB XBRL Labels -- pxd-20210518_lab XML 54K 7: EX-101.PRE XBRL Presentations -- pxd-20210518_pre XML 34K 5: EX-101.SCH XBRL Schema -- pxd-20210518 XSD 13K 12: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K 13: ZIP XBRL Zipped Folder -- 0001193125-21-165442-xbrl Zip 64K
8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i May 18, 2021
PIONEER NATURAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
i Delaware | i 1-13245 | i 75-2702753 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
i 777 Hidden Ridge i Irving, i Texas |
i 75038 | |
(Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: i (972) i 444-9001
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
i Common Stock, par value $.01 per share | i PXD | i New York Stock Exchange |
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).
Emerging growth company i ☐
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 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
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
5/15/23 | ||||
Filed on / For Period end: | 5/18/21 | |||
5/10/21 | 10-Q, 424B5, 8-K, FWP | |||
8/5/20 | 10-Q, S-3ASR | |||
6/26/12 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/24 Pioneer Natural Resources Co. 10-K 12/31/23 117:13M 2/23/23 Pioneer Natural Resources Co. 10-K 12/31/22 125:16M 2/22/22 Pioneer Natural Resources Co. 10-K 12/31/21 127:17M 8/05/21 Pioneer Natural Resources Co. 10-Q 6/30/21 92:11M 5/19/21 Pioneer Natural Resources Co. S-3ASR 5/19/21 6:277K Donnelley … Solutions/FA |