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): November 24, 2009
EXCO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Texas | | 0-9204 | | 74-1492779 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 12377 Merit Drive Suite 1700, LB 82 Dallas, Texas | | 75251 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (214) 368-2084
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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On November 24, 2009, EXCO – North Coast Energy, Inc. (“EXCO North Coast”), a wholly-owned subsidiary of EXCO Resources, Inc. (“EXCO”), closed the sale of its Ohio and Northwestern Pennsylvania producing oil and natural gas assets to EnerVest Energy Institutional Fund XI-A, L.P., EnerVest Energy Institutional Fund XI-WI, L.P., and EV Properties, L.P. (collectively, “EnerVest”) pursuant to that certain Purchase and Sale Agreement, dated September 29, 2009, by and between EXCO North Coast and EnerVest (the “EnerVest Transaction”). The EnerVest Transaction was effective as of September 1, 2009.
Total proceeds received at the closing were $131.2 million, subject to customary post-closing adjustments. In connection with the closing, the parties agreed to hold back approximately $13.1 million of the properties for up to 90 days pending the receipt of required consents from third parties necessary to transfer such properties. The proceeds from the EnerVest Transaction were used to repay a portion of EXCO’s revolving credit facility.
| Item 7.01. | Regulation FD Disclosure. |
On November 24, 2009, EXCO issued a press release, a copy of which is furnished as Exhibit 99.1, announcing the closing of the EnerVest Transaction.
In accordance with general instruction B.2 to Form 8-K, such information is being “furnished” and shall not be deemed “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any other filing under the Securities Act of 1933.
| Item 9.01. | Financial Statements and Exhibits. |
| (b) | Pro Forma Financial Information. |
The unaudited pro forma financial information of EXCO Resources, Inc. with respect to the EnerVest Transaction as of September 30, 2009 and the nine months then ended and for the year ended December 31, 2008 are included as Exhibit 99.2 hereto.
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Press Release dated November 24, 2009. |
| |
| 99.2 | | Unaudited pro forma financial information of EXCO Resources, Inc. as of September 30, 2009 and the nine months then ended and for the year ended December 31, 2008. |
2
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.
| | | | |
| | EXCO RESOURCES, INC. |
| | |
| Dated: November 25, 2009 | | By: | | /S/ J. DOUGLAS RAMSEY, PH.D. |
| | Name: | | J. Douglas Ramsey, Ph.D. |
| | Title: | | Vice President - Finance |
3
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Press Release dated November 24, 2009. |
| |
| 99.2 | | Unaudited pro forma financial information of EXCO Resources, Inc. as of September 30, 2009 and the nine months then ended and for the year ended December 31, 2008. |
4
