UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 13, 2017
Concho Resources Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| | |
| 001-33615 | | 76-0818600 |
| (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
One Concho Center 600 W. Illinois Avenue Midland, Texas | | 79701 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (432)683-7443
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) orRule 12b-2 of the Securities Exchange Act of 1934 (17CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On September 13, 2017, Concho Resources Inc. (the “Company”) and its current subsidiaries entered into an underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the underwriters named in Schedule 1 thereto (collectively, the “Underwriters”), in connection with an underwritten public offering of $1,800 million aggregate principal amount of the Company’s senior unsecured notes, consisting of $1,000 million aggregate principal amount of the Company’s 3.750% senior unsecured notes due 2027 (the “2027 notes”) and $800 million aggregate principal amount of the Company’s 4.875% senior unsecured notes due 2047 (the “2047 notes” and, together with the 2027 notes, the “Notes”). The Company intends to use the net proceeds from the offering, together with cash on hand and borrowings under its credit facility, to fund the purchase of its 5.5% Senior Notes due 2022 and 5.5% Senior Notes due 2023 (collectively, the “5.5% notes”) pursuant to the pending tender offer (the “Tender Offer”) and the redemption of any 5.5% notes that remain outstanding after completion or termination of the Tender Offer. The 2027 notes will bear interest at a rate of 3.750% per annum and will be issued at 99.636% of par, and the 2047 notes will bear interest at a rate of 4.875% per annum and will be issued at 99.749% of par.
The issuance and sale of the Notes has been registered under the Securities Act of 1933 (the “Securities Act”) pursuant to an automatic shelf Registration Statement on FormS-3 (RegistrationNo. 333-206172), as amended, of the Company, filed with the Securities and Exchange Commission on August 6, 2015. Each series of the Notes will be issued pursuantto a new supplemental indenture to the Company’s existing indenture. The 2027 notes and the 2047 notes will each be guaranteed on a senior unsecured basis by the Company’s current subsidiaries. Closing of the issuance and sale of the Notes is expected to occur on September 26, 2017, subject to customary closing conditions. A legal opinion related to the Notes is filed herewith as Exhibit 5.1.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities.
Certain of the Underwriters or their affiliates have from time to time provided investment banking, commercial banking and financial advisory services to the Company, for which they have received customary compensation. The Underwriters and their affiliates may provide similar services in the future. In particular, certain of the underwriters or their affiliates are lenders under the Company’s credit facility. From time to time, certain of the Underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in the Company’s debt or equity securities or loans, and may do so in the future. In addition, certain of the Underwriters or their affiliates are holders of the 5.5% notes and, accordingly, may receive a portion of the proceeds of the offering pursuant to the Tender Offer or upon any subsequent redemption or repurchase of the 5.5% notes by the Company. Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as dealer manager for the Tender Offer, for which it will receive indemnification against certain liabilities and reimbursement of expenses.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
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.
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| | | | CONCHO RESOURCES INC. |
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| Date: September 14, 2017 | | | | By: | | /s/ Travis L. Counts |
| | | | Name: | | Travis L. Counts |
| | | | Title: | | Senior Vice President, General Counsel and Corporate Secretary |
EXHIBIT INDEX
| | |
Exhibit
Number | | Description |
| |
| 1.1 | | Underwriting Agreement dated September 13, 2017 by and among Concho Resources Inc., the subsidiary guarantors named therein and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the underwriters named therein. |
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| 5.1 | | Opinion of Vinson & Elkins L.L.P. |
| |
| 23.1 | | Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1). |
