Concho Resources Inc. (NYSE:CXO) Files An 8-K Entry into a Material Definitive Agreement

Concho Resources Inc. (NYSE:CXO) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01 Entry into a Material Definitive Agreement.

Supplemental Indenture for 4.375% Senior Notes due
2025

On December28, 2016, Concho Resources Inc. (the
Company) completed the public offering
of $600million aggregate principal amount of the Companys 4.375%
Senior Notes due 2025 (the Notes) . The
Notes are fully and unconditionally guaranteed on a senior
unsecured basis by the Companys significant subsidiaries, COG
Acreage LP, COG Holdings LLC, COG Operating LLC, COG Production
LLC, COG Realty LLC, Concho Oil Gas LLC, Delaware River SWD LLC
and Quail Ranch LLC (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 the tenth supplemental indenture, dated as of December28, 2016
(the Supplemental Indenture; the Base
Indenture, as amended and supplemented by the Supplemental
Indenture, the Indenture).

The Notes will mature on January15, 2025, and interest is payable
on the Notes on each January15 and July15, commencing on July15,
2017. The Company may redeem some or all of the Notes at any time
on or after January15, 2020 at the redemption prices specified in
the Indenture, and it may redeem some or all of the Notes at any
time prior to January15, 2020 on a make-whole basis. Before
January15, 2020, the Company may also redeem up to 35% of the
Notes in an amount not greater than the net proceeds of certain
public sales of equity interests at a redemption price as
specified in the Indenture. If the Company sells certain assets
or experiences specific kinds of change of control, each as
described in the Indenture, each holder of the Notes will have
the right to require the Company to repurchase the Notes at a
purchase price described in the Indenture plus accrued and unpaid
interest, if any, to the date of repurchase.

The Notes are the Companys senior unsecured obligations and will
rank equally in right of payment with all of the Companys
existing and future senior debt and rank senior in right of
payment to all of the Companys future subordinated debt. The
Notes will be effectively subordinated in right of payment to all
of the Companys existing and future secured debt to the extent of
the value of the collateral securing such indebtedness.

The Indenture restricts the Companys ability and the ability of
certain of its subsidiaries to, among other things: (i)incur
additional indebtedness; (ii)pay distributions or dividends on
equity or purchase, redeem or otherwise acquire equity or
subordinated indebtedness; (iii)make certain investments; (iv)use
assets as collateral in other transactions; (v)sell certain
assets or merge with or into other companies; and (vi)enter into
transactions with affiliates. These covenants are subject to a
number of important exceptions and qualifications.

The Indenture contains customary events of default, including:

default in any payment of interest on any Note when due,
continued for 30 days;
default in the payment of principal of or premium, if any, on
any Note when due;
failure by the Company to comply with its 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 Restricted Subsidiaries
(as defined in the Indenture) in the aggregate principal
amount of $125.0million or more;
certain events of bankruptcy, insolvency or reorganization of
the Company or a Significant Subsidiary (as defined in the
Indenture) or group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary;
failure by the Company or any Significant Subsidiary or group
of Restricted Subsidiaries that, taken together, would
constitute a Significant Subsidiary to pay certain final
judgments aggregating in excess of $125.0million within 60
days; and
any Subsidiary Guarantee of a Significant Subsidiary or group
of Restricted 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 and is
continuing, the Trustee or the holders of at least 25% in
principal amount of the outstanding Notes may declare the
principal of, premium, if any, and accrued and unpaid interest,
if any, on the Notes 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 and the
Supplemental Indenture are described in the final prospectus
supplement, dated December13, 2016, as filed by the Company and
the Subsidiary Guarantors with the Securities and Exchange
Commission on December14, 2016. The foregoing descriptions of the
Indenture and the Notes are qualified in their entirety by
reference to the Supplemental Indenture (including the form of
Notes attached thereto), a copy of which is filed herewith as
Exhibit 4.1 and is incorporated herein by reference.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The description contained under Item1.01 above is incorporated by
reference in its entirety into this Item2.03.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

4.1 Tenth Supplemental Indenture, dated December28, 2016, between
Concho Resources Inc., the subsidiary guarantors named
therein, and Wells Fargo Bank, National Association, as
trustee.
4.2 Form of 4.375% Senior Notes due 2025 (included in Exhibit
4.1).


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.

Concho Resources Inc. (NYSE:CXO) Recent Trading Information

Concho Resources Inc. (NYSE:CXO) closed its last trading session down -1.94 at 135.04 with 1,018,448 shares trading hands.

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