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): April 18, 2005
Pioneer Natural Resources Company
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(Exact name of Registrant as specified in its charter)
Delaware 1-13245 75-2702753
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
5205 N. O'Connor Blvd., Suite 900, Irving, Texas 75039
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(Address of principal executive offices) (Zip Code)
(972) 444-9001
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(Registrant's telephone number, including area code)
Not applicable
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(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 9.01. Financial Statements and Exhibits
(c) Exhibits........................................... 3
Signature............................................................ 4
Exhibit Index........................................................ 5
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PIONEER NATURAL RESOURCES COMPANY
Item 1.01. Entry into a Material Definitive Agreement
On April 19, 2005, Pioneer Natural Resources Company (the "Company") issued
a news release that is attached hereto as exhibit 99.1. In the news release, the
Company announced that it has sold to Wolfcamp Oil and Gas Trust (the
"Purchaser") less than one percent of its total proved reserves, or 7.3 million
barrels of oil equivalent of proved reserves, by means of a volumetric
production payment ("VPP") for total proceeds of $300 million and the assumption
of the Company's obligations under certain derivative hedge agreements, referred
to below. The production payment purchase and sale agreement governing the VPP
transaction is attached hereto as exhibit 99.2.
The Purchaser is a subsidiary and/or affiliate of Barclays Bank PLC. The
Company periodically enters into derivative agreements with Barclays Bank PLC to
hedge commodity price risk and interest rate risk. In accordance with the terms
of the VPP, the Purchaser assumed the Company's rights and obligations under
certain derivative agreements. The counterparty to the derivative obligations
assumed by the Purchaser is Barclays Bank PLC. Barclays Bank PLC is also a party
to the Company's $700 million 5-Year Revolving Credit Agreement dated as of
December 16, 2003, as amended, and to the Company's $900 million 364-Day Credit
Agreement dated as of September 28, 2004, as amended.
The VPP represents limited term overriding royalty interests in oil and gas
reserves which: (i) entitle the Purchaser to receive production volumes over a
period of time from specific lease interests; (ii) are free and clear of all
associated future production costs and capital expenditures; (iii) are
nonrecourse to the Company (i.e., the Purchaser's only recourse is to the assets
acquired); (iv) transfers title to the Purchaser and (v) allows the Company to
retain the assets after the VPP's volumetric obligations have been satisfied.
The VPP sells 6.0 billion cubic feet of Spraberry field gas volumes over an
expected 32-month term beginning in May 2005 and 6.2 million barrels of
Spraberry field oil volumes over an expected five-year term beginning in January
2006.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 News Release dated April 19, 2005.
99.2 Production Payment Purchase and Sale Agreement dated as of
April 18, 2005 among Pioneer Natural Resources USA, Inc. and
Pioneer Natural Resources Properties LP, as the Seller, and
Wolfcamp Oil and Gas Trust, as the Buyer.
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PIONEER NATURAL RESOURCES COMPANY
S I G N A T U R E
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
Date: April 21, 2005 By: /s/ Darin G. Holderness
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Darin G. Holderness
Vice President and Chief Accounting Officer
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PIONEER NATURAL RESOURCES COMPANY
EXHIBIT INDEX
Exhibit No. Description
99.1(a) News Release dated April 18, 2005.
99.2(a) Production Payment Purchase and Sale Agreement dated as of April
19, 2005 among Pioneer Natural Resources USA, Inc. and Pioneer
Natural Resources Properties LP, as the Seller, and Wolfcamp Oil
and Gas Trust, as the Buyer.
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(a) filed herewith
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