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.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
1.1 Underwriting Agreement, dated May 10, 2021, by and among Pioneer
Natural Resources 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 party thereto.
4.1 Fifth Supplemental Indenture, dated May 18, 2021, by and between
Pioneer Natural Resources Company and Wells Fargo Bank, National
Association.
4.2 Form of 0.550% Senior Notes due 2023 (included as Exhibit A to
Exhibit 4.1 hereto).
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).
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