UNITED STATES
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): September 30, 2005
PIONEER NATURAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-13245 75-2702753
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification Number)
5205 N. O'Connor Blvd 75039
Suite 900 (Zip code)
Irving, Texas
(Address of principal
executive offices)
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:
[ ] 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))
PIONEER NATURAL RESOURCES COMPANY
TABLE OF CONTENTS
Page
Item 1.01. Entry into a Material Definitive Agreement...............3
Item 2.02. Results of Operations and Financial Conditions...........4
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement
of a Registrant..........................................4
Item 9.01. Financial Statements and Exhibits........................4
(c) Exhibits...........................................4
Signature...............................................................5
Exhibit Index...........................................................6
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PIONEER NATURAL RESOURCES COMPANY
Item 1.01. Entry into a Material Definitive Agreement
On September 30, 2005, Pioneer Natural Resources Company (the "Company"),
as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent, and a
syndication of participating banks (collectively with JPMorgan Chase Bank, N.A,
the "Lenders") entered into an Amended and Restated 5-Year Revolving Credit
Agreement (the "Amended Credit Agreement") that amended and restated the
Company's 5-Year Revolving Credit Agreement dated as of December 16, 2003. The
Amended Credit Agreement matures in September 2010, or such later date as
maturity with respect to the loan commitments of consenting Lenders shall be
extended (not to exceed three one-year extensions) in accordance with the terms
of the Amended Credit Agreement. The terms of the Amended Credit Agreement
provide for initial aggregate loan commitments of $1.5 billion, which may be
increased to a maximum aggregate amount of $1.8 billion if the Lenders increase
their loan commitments or if loan commitments of new financial institutions are
added to the Amended Credit Agreement. Borrowings under the Amended Credit
Agreement may be in the form of revolving loans or swing line loans. Aggregate
outstanding swing line loans may not exceed $100 million. Revolving loans bear
interest, at the option of the Company, based on (a) a rate per annum equal to
the higher of the prime rate announced from time to time by JPMorgan Chase Bank
or the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System during the last preceding business
day plus 0.5 percent or (b) a base Eurodollar rate, substantially equal to the
London Interbank Offered Rate ("LIBOR"), plus a margin (the "Applicable Margin")
that is determined by reference to a grid based on the Company's debt rating
(currently .625 percent). Swing line loans bear interest at a rate per annum
equal to the "ASK" rate for Federal funds periodically published by the Dow
Jones Market Service plus the Applicable Margin. The Company pays commitment
fees on the undrawn amounts under the Amended Credit Agreement that are
determined by reference to a grid based on the Company's debt rating, which
commitment fees were 0.125 percent per annum at September 30, 2005. As of
September 30, 2005, the Company had $755.0 million borrowed under the Amended
Credit Agreement, bearing interest at an effective rate of 4.75 percent per
annum.
Many of the parties to the Amended Credit Agreement are also counterparties
to the Company's derivative instruments and provide other banking, investment
banking and brokerage services to the Company in the ordinary course of their
businesses.
The Amended Credit Agreement contains certain financial covenants, which
include the maintenance of a ratio of the Company's earnings before gain or loss
on the disposition of assets, interest expense, income taxes, depreciation,
depletion and amortization expense, exploration and abandonments expense and
other noncash charges and expenses to consolidated interest expense of at least
3.5 to 1.0; maintenance of a ratio of total debt to book capitalization less
intangible assets (other than intangible oil and gas assets), accumulated other
comprehensive income and certain noncash asset write-downs not to exceed 0.60 to
1.0; and if the Company should fall below an investment grade rating by both
Moody's Investors Service and Standard and Poor's prior to the date, if any, on
which its investment grade rating by either of such rating agencies is
determined to be stable under the terms of the Amended Credit Agreement,
maintenance of an annual ratio of the net present value of the Company's oil and
gas properties to total debt of at least 1.50 to 1.0 for the first 18 months
following the date of the Amended Credit Agreement, and 1.75 to 1.0 thereafter.
The terms of the Amended Credit Agreement provide for customary representations
and warranties, negative and affirmative covenants (in addition to the financial
covenants described above) and events of default. The lenders may declare any
outstanding obligations under the Amended Credit Agreement immediately due and
payable upon the occurrence, and during the continuance of, an event of default,
which includes a defined change in control of the Company.
As of September 30, 2005, the Company had $35.3 million of undrawn letters
of credit under the Amended Credit Agreement, subject to a per annum fee of 0.75
percent. As of September 30, 2005, the Company had unused borrowing capacity of
$709.7 million under the Amended Credit Agreement.
The Company was a borrower under its 364-Day Credit Agreement dated as of
September 28, 2004, which agreement was scheduled to mature on September 27,
2005. To accommodate the timing of the execution of the Amended Credit
Agreement, the Company and its lenders converted the outstanding loans under the
364-Day Credit Agreement to term loans and extended the maturity of such loans
by up to fifteen business days. In connection with the funding of the Amended
Credit Agreement on September 30, 2005, all amounts outstanding under the
364-Day Credit Agreement were retired and the 364-Day Credit Agreement
terminated.
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PIONEER NATURAL RESOURCES COMPANY
The Amended Credit Agreement is attached as exhibit 99.1, and the terms and
conditions thereof are incorporated herein by reference.
Item 2.02. Results of Operations and Financial Condition
On September 30, 2005, the Company issued a news release that is attached
hereto as exhibit 99.2. In the news release, the Company announced that it has
accepted tenders to repurchase $188.4 million of its outstanding 5.875% Senior
Notes due 2012 (the "5.875% Notes").
On October 3, 2005, the Company issued a news release that is attached
hereto as exhibit 99.3. In the news release, the Company announced that it has
redeemed for cash all of its outstanding 9-5/8% Senior Notes due 2010 and 7.50%
Senior Notes due 2012 (the "Notes"). In total, Pioneer paid $34.6 million in
connection with the redemption of the Notes.
Associated with the redemption of the Notes and the completed debt tender
offer for the 5.875% Notes, the Company will recognize a pretax charge of
approximately $14 million in its reported third quarter of 2005 results.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information described above under "Item 1.01 Entry into a Material
Definitive Agreement" is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 - Amended and Restated 5-Year Revolving Credit Agreement
dated as of September 30, 2005 among the Company, as
Borrower, JPMorgan Chase Bank, N.A. as Administrative
Agent and certain other lenders.
99.2 - News Release dated September 30, 2005.
99.3 - News Release dated October 3, 2005.
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PIONEER NATURAL RESOURCES COMPANY
SIGNATURE
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.
PIONEER NATURAL RESOURCES COMPANY
/s/ Darin G. Holderness
---------------------------------------------
Darin G. Holderness
Vice President and Chief Accounting Officer
Date: October 4, 2005
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PIONEER NATURAL RESOURCES COMPANY
EXHIBIT INDEX
Exhibit
Number Exhibit Title
------- -------------
99.1(a) Amended and Restated 5-Year Revolving Credit Agreement dated
as of September 30, 2005 among the Company, as Borrower,
JPMorgan Chase Bank, N.A. as Administrative Agent and certain
other lenders.
99.2(a) News Release dated September 30, 2005.
99.3(a) News Release dated October 3, 2005.
-------------
(a) Filed herewith.
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