PXD Pioneer Natural Resources
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 10, 2021
PIONEER NATURAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
777 Hidden Ridge
Irving, Texas 75038
(Address of principal executive offices and zip code)
(Registrant’s telephone number, including area code)
(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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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
Name of each exchange
|Common Stock, par value $.01 per share||PXD||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 ☐
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. ☐
On May 10, 2021, Pioneer Natural Resources Company (the “Company”) issued a press release announcing the pricing of a public offering of $750.0 million of 0.550% Senior Notes that will mature May 15, 2023 (the “Notes”), pursuant to an effective shelf registration statement that was previously filed with the Securities and Exchange Commission.
The Company intends to use the net proceeds of $748 million from the offering, after deducting underwriting discounts (excluding fees and expenses of the offering), to finance the redemption of all outstanding 7.750% Senior Notes due 2025 issued jointly by Double Eagle III Midco 1 LLC and Double Eagle Finance Corporation (the “Issuers”), which were indirect wholly-owned subsidiaries of DoublePoint Energy, LLC prior to the Company’s acquisition of the Issuers on May 4, 2021, and for general corporate purposes.
A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Financial Statements and Exhibits
The following exhibits are filed herewith:
|99.1||News Release, dated May 10, 2021, titled “Pioneer Natural Resources Announces Pricing of Public Offering of $750.0 Million of 0.550% Senior Notes due 2023”|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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|
/s/ Mark H. Kleinman
|Mark H. Kleinman|
|Executive Vice President and General Counsel|
|Dated: May 10, 2021|