PXD Pioneer Natural Resources

Filed: 10 May 21, 3:55pm





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




(Exact name of registrant as specified in its charter)




Delaware 1-13245 75-2702753
(State or other jurisdiction
of incorporation)
File Number)
 (I.R.S. Employer
Identification Number)

777 Hidden Ridge

Irving, Texas 75038

(Address of principal executive offices and zip code)

(972) 444-9001

(Registrant’s telephone number, including area code)

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:


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
on which registered

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. ☐




Item 8.01

Other Events

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.


Item 9.01

Financial Statements and Exhibits




The following exhibits are filed herewith:


Exhibit Number



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.



/s/ Mark H. Kleinman

 Mark H. Kleinman
 Executive Vice President and General Counsel
Dated: May 10, 2021