Concho Resources Inc. (NYSE:CXO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Supplemental Indentures for 4.300% Senior Notes due 2028 and 4.850% Senior Notes due 2048
On July2, 2018, Concho Resources Inc. (the “Company”) completed the public offering of $1,000million aggregate principal amount of the Company’s 4.300% Senior Notes due 2028 (the “ notes”) and $600million aggregate principal amount of the Company’s 4.850% Senior Notes due 2048 (the “2048 notes” and, together with the 2028 notes, the “Notes”). The Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of the Company’s current subsidiaries (collectively, the “Subsidiary Guarantors”).
The terms of the Notes are governed by the indenture dated as of September18, 2009 (the “Base Indenture”), among the Company, certain of the Subsidiary Guarantors, and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as amended and supplemented by, in the case of the 2028 notes, the fourteenth supplemental indenture, dated as of July2, 2018 (the “Fourteenth Supplemental Indenture”) and by, in the case of the 2048 notes, the fifteenth supplemental indenture, dated as of July2, 2018 (the “Fifteenth Supplemental Indenture”; the Base Indenture, as amended and supplemented by the Fourteenth Supplemental Indenture and the Fifteenth Supplemental Indenture, the “Indenture”).
The 2028 notes will mature on August15, 2028, and interest is payable on the 2028 notes on each August15 and February15, commencing on February15, 2019. The Company may redeem some or all of the 2028 notes at any time on or after May15, 2028 at par, and it may redeem some or all of the 2028 notes at any time prior to May15, 2028 on a “make-whole” basis, in each case as specified in the Fourteenth Supplemental Indenture. The 2048 notes will mature on August15, 2048, and interest is payable on the 2048 notes on each August15 and February15, commencing on February15, 2019. The Company may redeem some or all of the 2048 notes at any time on or after February15, 2048 at par, and it may redeem some or all of the 2048 notes at any time prior to February15, 2048 on a “make-whole” basis, in each case as specified in the Fifteenth Supplemental Indenture. If a Change of Control Triggering Event (as defined in the Indenture) occurs with respect to either series of the Notes, each holder of the Notes of that series will have the right to require the Company to repurchase such holder’s Notes at a purchase price equal to 101% of par, plus accrued and unpaid interest, if any, to the date of repurchase.
The Notes are the Company’s senior unsecured obligations and will rank equally in right of payment with all of the Company’s existing and future senior debt, including all borrowings under the Company’s credit facility, and rank senior in right of payment to all of the Company’s future subordinated debt. The Notes will be effectively subordinated in right of payment to all of the Company’s future secured debt to the extent of the value of the collateral securing such indebtedness and will be structurally subordinated to all liabilities of any of the Company’s future subsidiaries that do not guarantee the Notes.
The Indenture restricts the Company’s ability and the ability of certain of its subsidiaries to, among other things: (i)create liens that secure debt and (ii)merge or consolidate with another company. These covenants are subject to a number of important exceptions and qualifications.
The Indenture contains customary events of default with respect to the Notes of either series, including:
| • | default in any payment of interest on any Note of that series when due, continued for 30 days; |
| • | default in the payment of principal of or premium, if any, on any Note of that series when due; |
| • | failure by the Company to comply with its other obligations under the Indenture, in certain cases subject to notice and grace periods; |
| • | payment defaults and accelerations with respect to other indebtedness of the Company and its Subsidiaries (as defined in the Indenture) in the aggregate principal amount of $150.0million or more; |
| • | certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary (as defined in the Indenture) or group of Subsidiaries that, taken together, would constitute a Significant Subsidiary; |
| • | failure by the Company or any Significant Subsidiary or group of Subsidiaries that, taken together, would constitute a Significant Subsidiary to pay certain final judgments aggregating in excess of $150.0million within 60 days; and |
| • | any Subsidiary Guarantee of a Significant Subsidiary or group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, ceases to be in full force and effect, is declared null and void in a judicial proceeding or is denied or disaffirmed by its maker. |
If an event of default under the Indenture occurs with respect to either series of the Notes and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding Notes of the applicable series may declare the principal of, premium, if any, and accrued and unpaid interest, if any, on the Notes of that series to be due and payable, or in the case of certain events of default relating to bankruptcy, insolvency or reorganization, those amounts will automatically become immediately due and payable.
Other material terms of the Notes, the Base Indenture, the Fourteenth Supplemental Indenture and the Fifteenth Supplemental Indenture are described in the final prospectus supplement, dated June14, 2018, as filed by the Company and the Subsidiary Guarantors with the Securities and Exchange Commission on June15, 2018. The foregoing descriptions of the Indenture and the Notes are qualified in their entirety by reference to the Fourteenth Supplemental Indenture and the Fifteenth Supplemental Indenture (including, in each case, the form of Notes attached thereto), copies of which are filed herewith as Exhibit 4.1 and Exhibit 4.2 and are incorporated herein by reference.
Item 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The description contained under Item 1.01 above is incorporated by reference in its entirety into this Item 1.01.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number |
Description |
| 4.1 | Fourteenth Supplemental Indenture, dated July2, 2018, among Concho Resources Inc., the subsidiary guarantors named therein, and Wells Fargo Bank, National Association, as trustee. |
| 4.2 | Fifteenth Supplemental Indenture, dated July2, 2018, among Concho Resources Inc., the subsidiary guarantors named therein, and Wells Fargo Bank, National Association, as trustee. |
| 4.3 | Form of 4.300% Senior Notes due 2028 (included in Exhibit 4.1). |
| 4.4 | Form of 4.850% Senior Notes due 2048 (included in Exhibit 4.2). |
| 5.1 | Opinion of Gibson, Dunn& Crutcher LLP |
| 23.1 | Consent of Gibson, Dunn& Crutcher LLP (included in Exhibit 5.1) |
CONCHO RESOURCES INC ExhibitEX-4.1 2 d731187dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 Execution Version CONCHO RESOURCES INC.,…To view the full exhibit click here
About Concho Resources Inc. (NYSE:CXO)
Concho Resources Inc. is an independent oil and natural gas company engaged in the acquisition, development and exploration of oil and natural gas properties. The Company’s operations are focused in the Permian Basin of Southeast New Mexico and West Texas, an onshore oil and natural gas basin in the United States. Its three core operating areas include New Mexico Shelf, where it targets the Yeso formation with horizontal drilling; Delaware Basin, where it uses horizontal drilling and technology to target the Bone Spring formation and the Wolfcamp shale formation, and Midland Basin, where it targets the Wolfcamp and Spraberry formations with horizontal drilling. The Company has reserves of approximately 623.5 million barrels of oil equivalent (MMBoe) that are located in its core operating areas. The Company’s core operations are focused in the Permian Basin, which underlies an area of Southeast New Mexico and West Texas approximately 250 miles wide and 300 miles long.