SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2007
PIONEER NATURAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of incorporation)
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1-13245
(Commission File Number)
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75-2702753
(I.R.S. Employer
Identification Number) |
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5205 N. O’Connor Blvd
Suite 200
Irving, Texas
(Address of principal
executive offices)
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75039
(Zip
code) |
Registrant’s telephone number, including area code: (972) 444-9001
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act ( 17
CFR 240.13e-4(c) )
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TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
On March 7, 2007, Pioneer Natural Resources Company (the “Company”) entered into an underwriting
agreement with Deutsche Bank Securities Inc., as representative of the several underwriters
identified therein, and Goldman, Sachs & Co., as a qualified independent underwriter, relating to
the sale to the underwriters of $500 million in aggregate principal amount of the Company’s 6.65%
Senior Notes due 2017 (the “Senior Notes”), subject to the terms and conditions therein. The
underwriting agreement contains customary representations, conditions, indemnities and rights to
terminate the agreement.
The Company is offering the Senior Notes pursuant to the Prospectus Supplement dated March 7, 2007,
to the Prospectus dated May 22, 2002 (together, the “Prospectus”), which forms a part of the
Company’s shelf registration statement on Form S-3 (Registration No. 333-88478) filed with the SEC
on May 16, 2002.
The underwriting agreement is attached as Exhibit 1.1, and the terms and conditions thereof are
incorporated herein by reference. The foregoing description of the underwriting agreement is
qualified in its entirety by reference to such exhibit.
Certain of the underwriters and their respective affiliates have performed, and may in the future
perform, certain investment banking and advisory services for the Company, for which they received
or will receive customary fees and expenses. Affiliates of certain of the underwriters are lenders
under our $1.5 billion credit facility. The underwriters or their affiliates may, from time to
time, engage in transactions with and perform services for the Company in the ordinary course of
their business for which they would expect to receive customary fees and expenses.
Attached as Exhibit 12.1 is a statement setting forth
the computation of the ratio of earnings to fixed charges that appears on page S-8 of the Prospectus.