Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On
On
The Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. The Company has agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"), or to contribute to payments the Initial Purchasers may be required to make because of any of those liabilities.
The Company used approximately
This description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Indenture and Notes
On
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Holders of the Notes may convert their notes at their option at any time prior
to
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the Notes Offering, under the previously disclosed 364-Day
Credit Agreement (the "364-Day Credit Agreement"), dated as of
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.
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Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial
Obligation
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.04 of this Current Report on Form 8-K.
Item 3.02. Unregistered Sales of
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 of this Current Report on Form 8-K.
The Initial Notes were issued to the Initial Purchasers in reliance upon
Section 4(a)(2) of the Securities Act for transactions by an issuer not
involving any public offering. The Initial Notes were resold by the Initial
Purchasers to persons whom the Initial Purchasers reasonably believe are
"qualified institutional buyers," as defined in, and in accordance with, Rule
144A under the Securities Act. The Company intends to issue the Additional Notes
to the Initial Purchasers in reliance upon Section 4(a)(2) of the Securities
Act, and the Initial Purchasers have agreed to resell the Additional Notes only
to persons whom the Initial Purchasers reasonably believe are "qualified
institutional buyers," as defined in, and in accordance with, Rule 144A under
the Securities Act. Any shares of Common Stock that may be issued upon
conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the
Securities Act as involving an exchange by the Company exclusively with its
existing security holders. Initially, a maximum of 15,661,971 shares of Common
Stock may be issued upon conversion of the Notes, based on the initial maximum
conversion rate of 11.8427 shares of Common Stock per
Item 8.01. Other Events
On
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 4.1 Indenture, dated as ofMay 14, 2020 , by and betweenPioneer Natural Resources Company andWells Fargo Bank, National Association , as trustee. 4.2 Form of Note (included in Exhibit 4.1). 10.1¥ Purchase Agreement, dated as ofMay 11, 2020 , by and amongPioneer Natural Resources Company andCredit Suisse Securities (USA) LLC andGoldman Sachs & Co. LLC , as representatives of the several initial purchasers named in Schedule II thereto. 10.2 Confirmation of Base Capped Call Option Transaction, dated as ofMay 11, 2020 , by and betweenPioneer Natural Resources Company andCredit Suisse Capital LLC . 10.3 Confirmation of Base Capped Call Option Transaction, dated as ofMay 11, 2020 , by and betweenPioneer Natural Resources Company andGoldman Sachs & Co. LLC . 10.4 Confirmation of Base Capped Call Option Transaction, dated as ofMay 11, 2020 , by and betweenPioneer Natural Resources Company and Bank of Montreal.
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10.5 Confirmation of Additional Capped Call Option Transaction, dated as ofMay 14, 2020 , by and betweenPioneer Natural Resources Company andCredit Suisse Capital LLC . 10.6 Confirmation of Additional Capped Call Option Transaction, dated as ofMay 14, 2020 , by and betweenPioneer Natural Resources Company andGoldman Sachs & Co. LLC . 10.7 Confirmation of Additional Capped Call Option Transaction, dated as ofMay 14, 2020 , by and betweenPioneer Natural Resources Company and Bank of Montreal. 99.1 Press Release datedMay 11, 2020 , titled "Pioneer Natural Resources Announces Pricing of Upsized$1.15 Billion Convertible Senior Notes Offering." 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). ¥ Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to theSecurities and Exchange Commission on request.
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