Concho Resources Inc. Announces Cash Tender Offer for Any and All of Its Outstanding 5.5% Senior Notes due 2022 and 5.5% Senior Notes due 2023
Concho Resources Inc. (NYSE: CXO) (“Concho” or the “Company”)
today announced that it has commenced a cash tender offer (the “offer”)
to purchase any and all of the outstanding senior notes listed in the
following table at the cash purchase price shown in the column titled
“Purchase Price per $1,000 of Notes.”
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Issuer
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Title of Security
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CUSIP Numbers
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Principal Amount Outstanding
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Purchase Price per $1,000 of Notes
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Concho Resources Inc.
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5.5% Senior Notes due 2022
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20605PAD3
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$600,000,000
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$1,029.34
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5.5% Senior Notes due 2023
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20605PAE1
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$1,550,000,000
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Holders whose notes are purchased will also receive accrued and unpaid
interest thereon from the last interest payment date up to, but not
including, the initial settlement date, which is expected to be
September 26, 2017.
The offer is being made pursuant to an Offer to Purchase dated today, a
related Letter of Transmittal and a related Notice of Guaranteed
Delivery, which set forth the complete terms and conditions of the offer.
The offer will expire at 5:00 PM ET on September 25, 2017, unless
extended (the “Expiration Time”). Tendered notes may be withdrawn at any
time before the Expiration Time. Holders of notes must validly tender
and not validly withdraw their notes (or comply with the procedures for
guaranteed late delivery) before the Expiration Time to be eligible to
receive the consideration for their notes. Settlement for notes tendered
prior to the Expiration Time and accepted for purchase will occur
promptly after the Expiration Time. The initial settlement date is
expected to be September 26, 2017, assuming that the offer is not
extended or earlier terminated. The settlement date for any notes
tendered pursuant to a Notice of Guaranteed Delivery is expected to be
on September 28, 2017, subject to the same assumption, and payment for
such notes would include accrued and unpaid interest thereon only to,
but not including, the initial settlement date.
The offer for the notes is conditioned upon the satisfaction of certain
conditions, including the completion of a contemporaneous notes offering
by Concho on terms and conditions (including, but not limited to, the
amount of proceeds raised in such offering) satisfactory to Concho. The
offer is not conditioned upon any minimum amount of notes being tendered.
The offer may be amended, extended, terminated or withdrawn in Concho’s
sole discretion.
There is no assurance that the offer will be subscribed for in any
amount. Concho is exercising, concurrently with the launch of the offer,
its right to optionally redeem any notes not purchased by it in the
offer, at a price equal to 102.75% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the redemption date, conditioned
upon and subject to the completion of the contemporaneous notes offering
referenced in the second preceding paragraph of this announcement. This
announcement does not constitute a notice of redemption under the
optional redemption provisions of the indenture governing the notes.
Concho has retained BofA Merrill Lynch to serve as the exclusive dealer
manager for the offer. Questions regarding the terms of the offer may be
directed to BofA Merrill Lynch by calling (980) 387-3907 (collect) or
(888) 292-0070 (toll-free).
Concho has also retained D.F. King & Co., Inc. to serve as the tender
agent and information agent for the offer.
The offer is being made pursuant to the terms and conditions contained
in the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed
Delivery, copies of which may be obtained from D.F. King & Co., Inc.,
the tender agent and information agent for the offer, by calling (800)
714-3312 (toll free) or, for banks and brokers, (212) 269-5550 or
emailing cxo@dfking.com. Copies of
the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed
Delivery are also available at the following web address: http://www.dfking.com/cxo.
None of Concho, the dealer manager, the tender agent or the information
agent makes any recommendation to any holder whether to tender or
refrain from tendering any or all of such holder’s notes, and none of
them has authorized any person to make any such recommendation. Holders
are urged to evaluate carefully all information in the offer documents,
consult their own investment and tax advisors and make their own
decisions whether to tender notes.
This press release is neither an offer to purchase nor a solicitation of
an offer to sell any notes in the offer. In addition, this press release
is not an offer to sell or the solicitation of an offer to buy any
securities issued in connection with any contemporaneous notes offering,
nor shall there be any sale of the securities issued in such offering in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. Any such securities will be offered only
by means of a prospectus, including a prospectus supplement relating to
such securities, meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
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, estimates and projections
regarding the Company’s future financial position, operations,
performance, business strategy, oil and natural gas reserves, drilling
program, capital expenditure budget, liquidity and capital resources,
the timing and success of specific projects, outcomes and effects of
litigation, claims and disputes, derivative activities and potential
financing. The words “estimate,” “project,” “predict,” “believe,”
“expect,” “anticipate,” “potential,” “could,” “may,” “foresee,” “plan,”
“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 risks include, without limitation, the
risk factors discussed or referenced in the Company’s most recent Annual
Report on Form 10-K and in the Company’s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2017; risks relating to declines in, or
the sustained depression of, the prices the Company receives for its oil
and natural gas; uncertainties about the estimated quantities of oil and
natural gas reserves; drilling, completion and operating risks; the
effects of government regulation, permitting and other legal
requirements, including new legislation or regulation of hydraulic
fracturing and the export of oil and natural gas; environmental hazards,
such as uncontrollable flows of oil, natural gas, brine, well fluids,
toxic gas or other pollution into the environment, including groundwater
contamination; difficult and adverse conditions in the domestic and
global capital and credit markets; risks related to the concentration of
the Company’s operations in the Permian Basin of southeast New Mexico
and west Texas; 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; the costs and availability of equipment,
resources, services and qualified personnel required to perform the
Company’s drilling, completion and operating activities; potential
financial losses or earnings reductions from the Company’s commodity
price risk-management program; risks and liabilities associated with
acquired properties or businesses; uncertainties about the Company’s
ability to successfully execute its business and financial plans and
strategies; 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; cybersecurity risks, such as
those involving unauthorized access, malicious software, data privacy
breaches by employees or others with authorized access, cyber or
phishing-attacks, ransomware and other security issues; uncertainties
about the Company’s ability to replace reserves and economically develop
its 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.
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