Item 1.01 Entry into a Material Definitive Agreement.

Purchase Agreement

On May 11, 2020, Pioneer Natural Resources Company (the "Company") entered into a purchase agreement (the "Purchase Agreement") with Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC, as representatives of the several initial purchasers named in Schedule II thereto (the "Initial Purchasers"), with respect to a private offering (the "Notes Offering") by the Company of $1,150,000,000 aggregate principal amount of 0.250% convertible senior notes due 2025 (the "Initial Notes"). Pursuant to the Purchase Agreement, the Company also granted the Initial Purchasers an option to purchase, within a 13-day period, beginning on, and including, the date on which the Notes are first issued, up to an additional $172,500,000 aggregate principal amount of the Notes (the "Additional Notes," and together with the Initial Notes, the "Notes"). The Notes Offering for the Initial Notes closed on May 14, 2020, in accordance with the terms of the Purchase Agreement.

On May 14, 2020, the Initial Purchasers exercised their option to purchase the Additional Notes, and that sale is expected to close on May 18, 2020.

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 $98.3 million of the net proceeds from the Notes Offering for the Initial Notes to pay the cost of the Base Capped Call Transactions (as defined herein) and approximately $50 million to repurchase shares of the Company's common stock, par value $0.01 per share ("Common Stock"), from purchasers of the Notes in privately negotiated transactions effected with or through one of the Initial Purchasers or its affiliate. The Company also expects to use approximately $14.7 million of the net proceeds from the sale of the Additional Notes to pay the cost of the Additional Capped Call Transactions (as defined herein). The Company intends to use a portion of the remaining net proceeds from the Notes Offering to fund its obligations under its previously announced tender offers for up to $500 million aggregate principal amount of its outstanding 3.45% senior notes due 2021, its outstanding 3.95% senior notes due 2022 and its outstanding 7.20% senior notes due 2028. The Company intends to use the remainder of the net proceeds from the Notes Offering for general corporate purposes, which may include the repayment of outstanding borrowings under the Company's credit facility and other outstanding indebtedness.

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 May 14, 2020, in connection with the Notes Offering, the Company entered into an indenture (the "Indenture") with respect to the Notes, with Wells Fargo Bank, National Association, as trustee (the "Trustee"). The Notes are senior unsecured obligations of the Company and bear interest at an annual rate of 0.250% payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2020. The Notes will mature on May 15, 2025, unless earlier repurchased, redeemed or converted in accordance with their terms.

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Holders of the Notes may convert their notes at their option at any time prior to February 15, 2025 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the last reported sale price of the Company's Common Stock for at least 20 trading days (whether or not consecutive) . . .

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 April 3, 2020, by and among the Company, as the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and certain other agents and lenders thereto, the Company delivered a notice of a Specified Debt Issuance (as defined therein) on May 14, 2020. The Company had $905 million of available borrowings under the 364-Day Credit Agreement, none of which was outstanding at May 14, 2020. Pursuant to the 364-Day Credit Agreement, upon the receipt of proceeds from certain debt or equity issuances, the commitments under the 364-Day Credit Agreement will automatically and permanently be reduced by an amount equal to the net cash proceeds of such issuance within two business days after the date of receipt of such proceeds. Pursuant to these terms, the $1.1 billion net proceeds of the Notes Offering for the Initial Notes will automatically and permanently reduce the available borrowings under the 364-Day Credit Agreement to zero within two business days following the closing of the Notes Offering for the Initial Notes, or May 18, 2020. On such date, the Company expects the 364-Day Credit Agreement to terminate pursuant to its terms.

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 Equity Securities.

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 $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

Item 8.01. Other Events

On May 11, 2020, the Company issued a press release announcing the pricing of the Notes Offering. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

On May 11, 2020, in connection with the Notes Offering, the Company repurchased 592,136 shares of its Common Stock at a purchase price per share of $84.44, which was equal to the closing sale price per share of Common Stock on the date thereof, in privately negotiated transactions effected with or through one of the Initial Purchasers or its affiliate.

Item 9.01 Financial Statements and Exhibits.




  (d) Exhibits


Exhibit
 Number                                     Description

    4.1          Indenture, dated as of May 14, 2020, by and between Pioneer Natural
               Resources Company and Wells Fargo Bank, National Association, as
               trustee.

    4.2          Form of Note (included in Exhibit 4.1).

   10.1¥         Purchase Agreement, dated as of May 11, 2020, by and among Pioneer
               Natural Resources Company and Credit Suisse Securities (USA) LLC and
               Goldman 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 of
               May 11, 2020, by and between Pioneer Natural Resources Company and
               Credit Suisse Capital LLC.

   10.3          Confirmation of Base Capped Call Option Transaction, dated as of
               May 11, 2020, by and between Pioneer Natural Resources Company and
               Goldman Sachs & Co. LLC.

   10.4          Confirmation of Base Capped Call Option Transaction, dated as of
               May 11, 2020, by and between Pioneer Natural Resources Company and
               Bank of Montreal.

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  10.5          Confirmation of Additional Capped Call Option Transaction, dated as
              of May 14, 2020, by and between Pioneer Natural Resources Company and
              Credit Suisse Capital LLC.

  10.6          Confirmation of Additional Capped Call Option Transaction, dated as
              of May 14, 2020, by and between Pioneer Natural Resources Company and
              Goldman Sachs & Co. LLC.

  10.7          Confirmation of Additional Capped Call Option Transaction, dated as
              of May 14, 2020, by and between Pioneer Natural Resources Company and
              Bank of Montreal.

  99.1          Press Release dated May 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 the Securities and Exchange
    Commission on request.

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