MIDLAND, Texas--(BUSINESS WIRE)--
Concho Resources Inc. (NYSE: CXO) (“Concho” or the “Company”)
today announced that it has priced an offering of a total of $1,600
million aggregate principal amount of senior unsecured notes, consisting
of $1,000 million aggregate principal amount of senior unsecured notes
due 2028 (the “2028 notes”) and $600 million aggregate principal amount
of senior unsecured notes due 2048 (the “2048 notes” and collectively
with the 2028 notes, the “notes”). The 2028 notes will bear interest at
a rate of 4.300% per annum and will be issued at 99.660% of par, and the
2048 notes will bear interest at a rate of 4.850% per annum and will be
issued at 99.740% of par. The notes offering is expected to close on
July 2, 2018, subject to the satisfaction of customary closing
conditions. Following the closing of the Company’s acquisition of RSP
Permian Inc. (“RSP”) through an all-stock transaction (the “RSP
Acquisition”), Concho intends to use the net proceeds from this offering
to redeem, as previously announced, RSP’s 6.625% senior notes due 2022
and 5.25% senior notes due 2025 (collectively, the “RSP notes”) for
approximately $1.2 billion and to repay a portion of the outstanding
indebtedness under RSP’s existing credit facility, under which RSP had
outstanding borrowings of $445 million as of March 31, 2018. Pending the
redemption of the RSP notes and the repayment of a portion of the
outstanding indebtedness under RSP’s existing credit facility, the
Company intends to invest the net proceeds from this offering primarily
in cash, cash equivalents and U.S. government securities.
If the RSP Acquisition is not completed on or prior to December 31,
2018, or is terminated on or prior to completion, the Company will
redeem all of the notes at a price equal to 101% of the principal amount
of the notes of the applicable series, plus accrued and unpaid interest
to the redemption date.
BofA Merrill Lynch, J.P. Morgan and Wells Fargo Securities will act as
joint bookrunning managers for the senior unsecured notes offering. The
offering will be made only by means of a preliminary prospectus
supplement and the accompanying base prospectus, copies of which may be
obtained on the Securities and Exchange Commission (“SEC”) website at www.sec.gov.
Alternatively, the underwriters will arrange to send you the preliminary
prospectus supplement and related base prospectus if you request them by
contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated, 200 North
College Street, NC1-004-03-43, Charlotte, NC 28255-0001, Attention:
Prospectus Department, or by e-mailing dg.prospectus_requests@baml.com,
or via phone at (800) 294-1322; J.P. Morgan Securities LLC, 383 Madison
Avenue, 3rd Floor, New York, New York 10179, Attention: Investment Grade
Syndicate Desk, or via phone at (212) 834-4533; or Wells Fargo
Securities, LLC, 608 2nd Ave S, Suite 1000, Minneapolis, MN 55402,
Attention: WFS Customer Service, or by e-mailing wfscustomerservice@wellsfargo.com,
or via phone at (800) 645-3751.
This press release is neither an offer to sell nor a solicitation of an
offer to buy any securities, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. A registration statement, as amended, relating to the
securities has been filed and became effective June 14, 2018. This press
release is not intended as a notice of redemption. Any such notice has
been given to holders of the RSP notes in a manner prescribed in the
indentures governing those notes. This communication also does not
constitute a solicitation of any vote or approval in any jurisdiction
relating to the RSP Acquisition.
Concho Resources Inc.
Concho Resources Inc. is an independent oil and natural gas company
engaged in the acquisition, development, exploration and production of
oil and natural gas properties. The Company’s operations are focused in
the Permian Basin of Southeast New Mexico and West Texas.
Forward-Looking Statements and Cautionary Statements
The foregoing contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. All statements, other than
statements of historical fact, included in this press release that
address activities, events or developments that the Company expects,
believes or anticipates will or may occur in the future are
forward-looking statements. Forward-looking statements contained in this
press release specifically include statements relating to the Company’s
planned offering, the use of the net proceeds from the planned offering,
and the pending RSP Acquisition. The words “estimate,” “project,”
“predict,” “believe,” “expect,” “anticipate,” “potential,” “could,”
“may,” “foresee,” “plan,” “will,” “guidance,” “outlook,” “goal” or other
similar expressions that convey the uncertainty of future events or
outcomes are intended to identify forward-looking statements, which
generally are not historical in nature. However, the absence of these
words does not mean that the statements are not forward-looking. These
statements are based on certain assumptions and analyses made by the
Company based on management’s experience, expectations and perception of
historical trends, current conditions, anticipated future developments
and other factors believed to be appropriate. Forward-looking statements
are not guarantees of performance. Although the Company believes the
expectations reflected in its forward-looking statements are reasonable
and are based on reasonable assumptions, no assurance can be given that
these assumptions are accurate or that any of these expectations will be
achieved (in full or at all) or will prove to have been correct.
Moreover, such statements are subject to a number of assumptions, risks
and uncertainties, many of which are beyond the control of the Company,
which may cause actual results to differ materially from those implied
or expressed by the forward-looking statements. These include the risk
factors discussed or referenced in the Company’s most recent Annual
Report on Form 10-K; Quarterly Reports on Form 10-Q; risks associated
with the RSP Acquisition, including increased expenses, management
distraction from the Company’s business, declines in the market price of
the Company’s common stock and failure to realize the expected benefits
of the RSP Acquisition; failure, difficulties and delays in meeting
conditions required for closing set forth in the Agreement and Plan of
Merger associated with the RSP Acquisition; risks associated with
acquisitions, including liabilities associated with acquired properties
or businesses and the ability to realize expected benefits; disruptions
to, capacity constraints in or other limitations on the pipeline systems
that deliver the Company’s oil, natural gas liquids and natural gas and
other processing and transportation considerations; declines in, or the
sustained depression of, the prices the Company receives for its oil and
natural gas; risks related to the concentration of the Company’s
operations in the Permian Basin of Southeast New Mexico and West Texas;
evolving cybersecurity risks, such as those involving unauthorized
access, denial-of-service attacks, malicious software, data privacy
breaches by employees, insiders or others with authorized access, cyber
or phishing-attacks, ransomware, malware, social engineering, physical
breaches or other actions; the costs and availability of equipment,
resources, services and qualified personnel required to perform the
Company’s drilling, completion and operating activities; drilling,
completion and operating risks; environmental hazards, such as
uncontrollable flows of oil, natural gas, brine, well fluids, toxic gas
or other pollution into the environment, including groundwater
contamination; the effects of government regulation, permitting and
other legal requirements, including new legislation or regulation
related to hydraulic fracturing, climate change, derivatives reform or
the export of oil and natural gas; the impact of current and potential
changes to federal or state tax rules and regulations, including the Tax
Cuts and Jobs Act; potential financial losses or earnings reductions
from the Company’s commodity price risk management program; difficult
and adverse conditions in the domestic and global capital and credit
markets; the adequacy of the Company’s capital resources and liquidity
including, but not limited to, access to additional borrowing capacity
under the Company’s credit facility; the impact of potential changes in
the Company’s credit ratings; uncertainties about the Company’s ability
to successfully execute the Company’s business and financial plans and
strategies; uncertainties about the estimated quantities of oil and
natural gas reserves; uncertainties about the Company’s ability to
replace reserves and economically develop the Company’s current
reserves; general economic and business conditions, either
internationally or domestically; competition in the oil and natural gas
industry; uncertainty concerning the Company’s assumed or possible
future results of operations; and other important factors that could
cause actual results to differ materially from those projected.
Any forward-looking statement speaks only as of the date on which
such statement is made, and the Company undertakes no obligation to
correct or update any forward-looking statement, whether as a result of
new information, future events or otherwise, except as required by
applicable law.
Additional Information and Where to Find It
In connection with the RSP Acquisition, Concho filed with the SEC, on
June 4, 2018, an amendment to the registration statement on Form S-4
that was originally filed on April 20, 2018, that includes a joint proxy
statement of RSP and Concho that also constitutes a prospectus of
Concho. The registration statement was declared effective on June 6,
2018, and RSP and Concho commenced mailing the definitive joint proxy
statement/prospectus to stockholders of Concho and RSP on or about June
12, 2018. RSP and Concho will also file other documents with the SEC
regarding the RSP Acquisition. This document is not a substitute for the
registration statement and joint proxy statement/prospectus filed with
the SEC, including any amendments thereto, or any other documents that
Concho or RSP may file with the SEC or send to stockholders of Concho or
RSP in connection with the RSP Acquisition. INVESTORS AND SECURITY
HOLDERS OF RSP AND CONCHO ARE URGED TO READ THE REGISTRATION STATEMENT,
THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, AND ALL OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE RSP ACQUISITION
AND RELATED MATTERS.
Investors and security holders are able to obtain free copies of the
registration statement and the definitive joint proxy
statement/prospectus and all other documents filed or that will be filed
with the SEC by Concho or RSP through the website maintained by the SEC
at www.sec.gov.
Copies of documents filed with the SEC by RSP will be made available
free of charge on RSP’s website at www.rsppermian.com,
under the heading “SEC Filings,” or by contacting RSP’s Investor
Relations Department by phone at (214) 252-2700. Copies of documents
filed with the SEC by Concho will be made available free of charge on
Concho’s website at www.concho.com,
under the heading “Investors,” or by contacting Concho’s Investor
Relations Department by phone at (432) 221-0477.
Participants in Solicitation
Concho, RSP and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
holders of Concho’s common stock and RSP’s common stock in respect to
the RSP Acquisition.
Information regarding RSP’s directors and executive officers is
contained in the Form 10-K/A filed with the SEC on April 30, 2018 and in
the other documents filed after the date thereof by RSP with the SEC.
You can obtain a free copy of this document at the SEC’s website at www.sec.gov
or by accessing RSP’s website at www.rsppermian.com.
Information regarding Concho’s executive officers and directors is
contained in the proxy statement for Concho’s 2018 Annual Meeting of
Stockholders filed with the SEC on April 5, 2018 and in the other
documents filed after the date thereof by Concho with the SEC. You can
obtain a free copy of this document at the SEC’s website at www.sec.gov
or by accessing Concho’s website at www.concho.com
under the heading “Investors.”
Investors may obtain additional information regarding the interests of
those persons and other persons who may be deemed participants in the
RSP Acquisition by reading the definitive joint proxy
statement/prospectus. You may obtain free copies of these documents as
described above.
View source version on businesswire.com:
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Concho Resources Inc.
Megan P. Hays,432-685-2533
Vice
President of Investor Relations and Public Affairs
or
Mary
T. Starnes,432-221-0477
Investor Relations Manager
Source: Concho Resources Inc.