Item 1.01 Entry into a Material Definitive Agreement
On
The Company issued the New Notes pursuant to an indenture, dated
The Base Indenture was filed with the
The Company offered the New Notes pursuant to the prospectus supplement dated
In connection with the Tender Offers (as defined below), the Company also
solicited consents (the "Consent Solicitations") from holders of the Tender
Offer Notes (as defined below) to amend (the "Proposed Amendments") each Tender
Offer Indenture (as defined below) to, among other things, (i) eliminate
substantially all of the restrictive covenants and related provisions and
certain events of default contained in each Tender Offer Indenture and
(ii) shorten the minimum notice requirement for optional redemptions to three
days. Prior to the acceptance for exchange of the validly tendered Tender Offer
Notes by the Company, the Parsley Issuers (as defined below) received the
requisite number of consents to adopt the Proposed Amendments, entered into
(a) the Second Supplemental Indenture, dated as of
The foregoing summary of the 2027 Second Supplemental Indenture and the 2028 First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete terms of the 2027 Second Supplemental Indenture and the 2028 First Supplemental Indenture, copies of which are filed with this Current Report on Form 8-K as Exhibit 4.5 and Exhibit 4.6, respectively, and are incorporated herein by reference.
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Item 2.03 Creation of a Direct Financial Obligation
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events
On
Also on
Also on
The 2027 Notes are issued pursuant to an indenture dated as of
The foregoing summary of the Tender Offer Indentures does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Tender Offer Indentures, copies of which are filed with this Current Report on Form 8-K as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 and are incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 1.1 Underwriting Agreement, datedJanuary 14, 2021 , by and amongPioneer Natural Resources Company andBofA Securities, Inc. ,Citigroup Global Markets Inc. ,J.P. Morgan Securities LLC andTD Securities (USA) LLC , as representatives of the several underwriters party thereto. 4.1 Fourth Supplemental Indenture, datedJanuary 29, 2021 , by and betweenPioneer Natural Resources Company andWells Fargo Bank, National Association . 4.2 Form of 0.750% Senior Notes due 2024 (included as Exhibit A to Exhibit 4.1 hereto). 4.3 Form of 1.125% Senior Notes due 2026 (included as Exhibit B to Exhibit 4.1 hereto). 4.4 Form of 2.150% Senior Notes due 2031 (included as Exhibit C to Exhibit 4.1 hereto). 4.5 Second Supplemental Indenture, datedJanuary 26, 2021 , by and betweenParsley Energy, LLC ,Parsley Finance Corp. , andU.S. Bank National Association . 4.6 First Supplemental Indenture, datedJanuary 26, 2021 , by and betweenParsley Energy, LLC ,Parsley Finance Corp. , andU.S. Bank National Association . 5.1 Opinion ofVinson & Elkins L.L.P. 10.1 Indenture, datedOctober 11, 2017 , by and amongParsley Energy, LLC ,Parsley Finance Corp. , the subsidiary guarantors named therein andU.S. Bank National Association , as trustee, related to the 5.625% Senior Notes due 2027 (incorporated by reference to Exhibit 4.1 to Parsley Energy, Inc.'s Current Report on Form 8-K, File No. 001-36463, filed with theSEC onOctober 11, 2017 ). 10.2 First Supplemental Indenture, datedJanuary 15, 2020 , by and amongParsley Energy, LLC ,Parsley Finance Corp. , the subsidiary guarantors named therein andU.S. Bank National Association , as trustee, related to the 5.625% Senior Notes due 2027 (incorporated by reference to Exhibit 4.14 to Parsley Energy, Inc.'s Annual Report on Form 10-K, File No. 001-36463, filed with theSEC onFebruary 21, 2020 ). 10.3 Indenture, datedFebruary 11, 2020 , amongParsley Energy, LLC ,Parsley Finance Corp. , the subsidiary guarantors named therein andU.S. Bank National Association , as trustee, related to the 4.125% Senior Notes due 2028 (incorporated by reference to Exhibit 4.1 to Parsley Energy, Inc.'s Current Report on Form 8-K, File No. 001-36463, filed with theSEC onFebruary 11, 2020 ). 23.1 Consent ofVinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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