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, 2011
NEWFIELD EXPLORATION 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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1-12534
(Commission File Number)
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72-1133047
(I.R.S. Employer
Identification No.) |
4 Waterway Square Place, Suite 100
The Woodlands, Texas 77380
(Address of principal executive offices)
Registrant’s telephone number, including area code: (281) 210-5100
(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)) |
TABLE OF CONTENTS
Item 1.01 Entry Into a Material Definitive Agreement.
On September 30, 2011, Newfield Exploration Company (the “Company”) completed the public
offering of $750,000,000 aggregate principal amount of the Company’s 5 3/4% Senior Notes due 2022
(the “Notes”). The Notes were issued under the Senior Indenture, dated as of February 28, 2001 (the
“Senior Indenture”), between the Company and U.S. Bank National Association (as successor to
Wachovia Bank, National Association (formerly First Union National Bank)), as Trustee, as
supplemented by the Second Supplemental Indenture, dated as of September 30, 2011 (the “Second
Supplemental Indenture”), between the Company and Trustee. The Senior Indenture was filed with the
Securities and Exchange Commission (the “Commission”) on February 28, 2001 as Exhibit 4.1 to the
Company’s Current Report on Form 8-K, and is incorporated by reference into this Item 1.01. A copy
of the Second Supplemental Indenture is filed herewith as Exhibit 4.2 and incorporated by reference
into this Item 1.01.
The Notes have been issued pursuant to the Company’s automatic shelf registration statement on
Form S-3 (Registration No. 333-176218), filed with the Commission on August 10, 2011. The Notes are
senior unsecured obligations of the Company and rank equal in right of payment with all of the
Company’s other existing and future senior unsecured indebtedness. Interest on the Notes will
accrue at a rate of 5.75% per annum and is payable on January 30 and July 30 of each year,
beginning July 30, 2012. The Notes mature on January 30, 2022. Additional terms of the Notes are
described in the prospectus supplement, dated September 27, 2011, as filed by the Company with the
Commission on September 28, 2011, pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, which relates to the offer and sale of the Notes and supplements the prospectus dated
August 10, 2011.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into
this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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4.1
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Senior Indenture, dated as of February 28, 2001, between the
Company and U.S. Bank National Association (as successor to
Wachovia Bank, National Association (formerly First Union
National Bank)), as Trustee (incorporated by reference to
Exhibit 4.1 to the Company’s Current Report on Form 8-K
filed with the SEC on February 28, 2001 (File No. 1-12534)) |
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4.2
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Second Supplemental Indenture, dated as of September 30, 2011,
between the Company and U.S. Bank National Association (as
successor to Wachovia Bank, National Association (formerly
First Union National Bank)), as Trustee |
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