EOG RESOURCES, INC.
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On July 1, 2025, EOG Resources, Inc. (“EOG”) completed the underwritten public offering (the “Notes Offering”) of $3,500,000,000 aggregate principal amount of debt securities, consisting of $500,000,000 aggregate principal amount of EOG’s 4.400% Senior Notes due 2028 (such series, the “2028 Notes”), $1,250,000,000 aggregate principal amount of EOG’s 5.000% Senior Notes due 2032 (such series, the “2032 Notes”), $1,250,000,000 aggregate principal amount of EOG’s 5.350% Senior Notes due 2036 (such series, the “2036 Notes”) and $500,000,000 aggregate principal amount of EOG’s 5.950% Senior Notes due 2055 (such series, the “2055 Notes” and, collectively with the 2028 Notes, the 2032 Notes and the 2036 Notes, the “Notes”).
The Notes were issued under an indenture, dated as of May 18, 2009 (the “Indenture”), by and between EOG, as issuer, and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee, and an officers’ certificate, dated July 1, 2025, pursuant to the Indenture setting forth the specific terms of each series of the Notes (the “Officers’ Certificate”).
The offer and sale of the Notes has been registered under the Securities Act of 1933 (as amended, the “Securities Act”), pursuant to an automatic shelf registration statement on Form S-3 (Registration No. 333-283988) filed with the United States Securities and Exchange Commission (the “SEC”) and automatically effective on December 20, 2024 (the “Registration Statement”).
The Notes are EOG’s senior, unsecured obligations and rank equally in right of payment with all of EOG’s other unsecured and unsubordinated indebtedness from time to time outstanding. The Notes are effectively subordinated to any of EOG’s secured indebtedness, to the extent of the value of the assets securing such indebtedness, unless the Notes become equally and ratably secured by those assets. The Notes are also structurally subordinated to the indebtedness and all other obligations of EOG’s subsidiaries.
We may redeem some or all of the Notes at any time and from time to time prior to their maturity. The optional redemption provisions applicable to each series of the Notes, the special mandatory redemption provisions applicable only to the 2028 Notes and the 2055 Notes, the applicable redemption prices and the other terms of each series of the Notes are set forth in the Officers’ Certificate.
The foregoing description of the Indenture, the Officers’ Certificate and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the Indenture, incorporated herein by reference as Exhibit 4.1 hereto, (ii) the Officers’ Certificate (setting forth the specific terms of each series of the Notes), filed as Exhibit 4.2 hereto and incorporated herein by reference, and (iii) the forms of global note for the 2028 Notes, the 2032 Notes, the 2036 Notes and the 2055 Notes (collectively, the “Global Notes”), which Global Notes are filed as Exhibits 4.3, 4.4, 4.5 and 4.6 hereto, respectively, and are incorporated herein by reference. The Global Notes are also filed with reference to, and are hereby incorporated by reference into, the Registration Statement.
In connection with the closing of the Notes Offering, EOG is filing a legal opinion of Akin Gump Strauss Hauer & Feld LLP regarding the legality of the Notes issued in the Notes Offering, filed as Exhibit 5.1 hereto, to incorporate such opinion by reference into the Registration Statement.
2
