Item 7.01. Regulation FD Disclosure
On May 11, 2020, Pioneer Natural Resources Company (the "Company") issued a
press release announcing the commencement of three concurrent cash 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 "Tender Offers"). A copy of the
press release is attached as Exhibit 99.1 hereto and incorporated by reference
herein.
Item 8.01. Other Events
On May 11, 2020, the Company issued a press release announcing the commencement
of a private offering to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended, of Convertible Senior Notes due
2025 (the "Notes"), subject to market and other conditions, to fund, among other
things, the Tender Offers, including fees and expenses incurred in connection
therewith, and to repurchase shares of its common stock from purchasers of the
Notes in privately negotiated transactions effected with or through one or more
of the initial purchasers of the Notes or their affiliates. The remaining
proceeds will be used to pay the cost of capped call transactions to be entered
into in connection with the offering of Notes and for general corporate
purposes, which may include the repayment of outstanding borrowings under the
Company's credit facility and other outstanding indebtedness. A copy of the
press release is attached as Exhibit 99.2 hereto and incorporated by reference
herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
99.1(a) News Release, dated May 11, 2020, titled "Pioneer Announces Cash
Tender Offer For Up to $500 Million Aggregate Principal Amount of
Certain of its Outstanding Debt Securities"
99.2 News Release, dated May 11, 2020, titled "Pioneer Announces
Offering of Convertible Senior Notes Due 2025"
104 Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101).
(a) Furnished herewith.
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