EXCO RESOURCES, INC. (NYSE:XCO) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
Overview of Restructuring Transaction
On March15, 2017, EXCO Resources, Inc. (the
Company) completed a series of
transactions to improve its capital structure, including the
issuance of $300.0million in aggregate principal amount of 8.0% /
11.0% 1.5 Lien Senior Secured PIK Toggle Notes due 2022 (the
1.5 Lien Notes) and the exchange of an
aggregate of approximately $682.8million principal amount of its
outstanding indebtedness under (i)the Term Loan Credit Agreement,
dated as of October19, 2015, by and among the Company, as
borrower, certain subsidiaries, the lenders party thereto,
Hamblin Watsa Investment Counsel Ltd. (Hamblin
Watsa), as administrative agent, and Wilmington
Trust, National Association, as collateral trustee (the
Fairfax Term Loan), and (ii)the Term
Loan Credit Agreement, dated as of October19, 2015, by and among
the Company, as borrower, certain subsidiaries, the lenders party
thereto, and Wilmington Trust, National Association, as
administrative agent and collateral trustee (the
Exchange Term Loan, and together with
the Fairfax Term Loan, the Second Lien Term
Loans), for approximately $682.8million in
aggregate principal amount of new 1.75 Lien Term Loans (such term
loans, the 1.75 Lien Term Loans, and
such exchange, the Second Lien Term Loan
Exchange). As a result of the Second Lien Term Loan
Exchange, the Fairfax Term Loan was deemed satisfied and paid in
full and was terminated. In connection with the Second Lien Term
Loan Exchange, the credit agreement governing the Exchange Term
Loan was amended to eliminate substantially all of the covenants
and events of default included therein.
The 1.5 Lien Notes were issued to certain affiliates of Hamblin
Watsa and Fairfax Financial Holdings Limited
(Fairfax), Energy Strategic Advisory
Services LLC (ESAS), certain affiliates
of Oaktree Capital Management, LP
(Oaktree) and Gen IV Investment
Opportunities, LLC and certain of its affiliates (Gen
IV, and collectively with Hamblin Watsa, Fairfax,
ESAS and Oaktree, the Commitment
Parties). Certain affiliates of Hamblin Watsa and
Fairfax, ESAS, and Gen IV and certain of its affiliates, as
lenders of the Second Lien Term Loans, also participated in the
Second Lien Term Loan Exchange. For additional information, see
Related Party Information below.
The proceeds from the issuance of the 1.5 Lien Notes were
utilized to repay all of the outstanding indebtedness under the
Companys Amended and Restated Credit Agreement, dated as of
July31, 2013, as amended (the EXCO
Resources Credit
Agreement), as well as to pay transaction fees and
expenses and for other general corporate purposes.
In addition, in connection with these transactions, the EXCO
Resources Credit Agreement was amended to reduce the borrowing
base to $150.0million, permit the issuance of the 1.5 Lien Notes
and the 1.75 Lien Term Loans and modify certain financial
covenants.
1.5 Lien Notes Offering
On March15, 2017, the Company entered into a Purchase Agreement,
dated as of March15, 2017 (the Note Purchase
Agreement), by and among the Company, the
subsidiary guarantors named therein and certain purchasers named
therein (the Purchasers), to which the
Company issued for cash to the Purchasers $300.0million in
aggregate principal amount of the 1.5 Lien Notes in a private
placement exempt from the registration requirements of the
Securities Act of 1933, as amended (the Securities
Act). The Note Purchase Agreement contains
customary representation and warranties by the Company and the
Purchasers and customary indemnification obligations of the
Company and the subsidiary guarantors named therein to the
Purchasers.
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In connection with the issuance of the 1.5 Lien Notes, on March
15, 2017, the Company also issued to the Purchasers warrants
representing the right to purchase an aggregate of 322,580,645
shares of the Companys common stock, par value $0.001 per share
(the Common Stock), at an exercise
price of $0.93 per share (representing a 33.3% premium to the
trailing 30-day volume weighted average price of the Common Stock
ending on February28, 2017) (the 1.5 Lien Notes
Warrants). In addition, the Company issued the
Commitment Parties, as parties who agreed to backstop the
offering of the 1.5 Lien Notes, a backstop commitment fee of 3%
of the aggregate principal amount of the 1.5 Lien Notes in the
form of either (i)warrants representing the right to purchase an
aggregate of 6,471,433 shares of Common Stock at an exercise
price of $0.01 per share (the Commitment Fee
Warrants) (with the per share value of the Common
Stock based on $0.70, which was the 30 day volume weighted
average price of the Common Stock ending on February28, 2017) or
(ii)an aggregate of approximately $4.5million in cash. The
backstop commitment fee was paid in connection with a Backstop
Commitment Fee Election Letter and Preemptive Right (each, a
Backstop Fee Letter) with each of the
Commitment Parties, to which the Commitment Parties each made an
election to receive the backstop fee in the form of Commitment
Fee Warrants or cash.
Under the terms of the Backstop Fee Letters, each Commitment
Party was also granted a contractual preemptive right that
provides each Commitment Party with the right, so long as such
Commitment Party is the holder of any 1.5 Lien Notes Warrants, to
purchase all or any portion of Common Stock that the Company
proposes to issue in an offering for cash in the future (other
than shares to be issued to directors, officers, employees and
consultants in connection with their service as such), pro rata
in proportion to their ownership stake in the Company based on
the amount of Common Stock they would own as if their respective
1.5 Lien Notes Warrants had been exercised immediately prior to
such offering (such rights, the Preemptive
Rights). The Commitment Parties may not exercise
their respective Preemptive Rights to the extent that it would
result in the offering of Common Stock requiring the Company to
seek any regulatory approvals prior to such offering (excluding
approvals required by the Securities and Exchange Commission (the
SEC) but including approvals required
by the New York Stock Exchange (NYSE));
provided, however, that if the Preemptive
Rights cannot be fully exercised as a result of such limitation,
the Company must use reasonable best efforts to obtain such
regulatory approvals.
The Company received gross proceeds of approximately
$300.0million from the issuance of the 1.5 Lien Notes. The
Company used the proceeds to repay all of the outstanding
indebtedness under the EXCO Resources Credit Agreement, which was
approximately $253.6million, as well as to pay for transaction
fees and expenses and for other general corporate purposes.
The foregoing description of the Note Purchase Agreement and the
Backstop Fee Letters does not purport to be complete and is
qualified in its entirety by reference to the Note Purchase
Agreement and the form of Backstop Fee Letter, copies of which
are filed as Exhibits 10.1 and 10.2, respectively, to this
Current Report on Form 8-K and are incorporated by reference
herein.
1.5 Lien Notes Indenture
The 1.5 Lien Notes are governed by an Indenture, dated as of
March 15, 2017, by and among the Company, certain of its
subsidiaries, as guarantors, and Wilmington Trust, National
Association, as trustee and collateral trustee (the
Indenture). The Indenture provides that
the 1.5 Lien Notes will mature on March20, 2022. to the
Indenture, interest accrues at a cash interest rate of 8% per
annum and interest will be payable on March20 and September20 of
each year, commencing on
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September20, 2017. Under the terms of the Indenture, the Company
may, at its discretion prior to December31, 2018 and subject to
certain limitations thereafter, make payment-in-kind
(PIK) interest payments on the 1.5 Lien
Notes in shares of its Common Stock or in issuances of additional
1.5 Lien Notes at a PIK interest rate of 11% per annum, as
further described below under PIK Payments. The cash interest
rate of the 1.5 Lien Notes will increase from 8% per annum to 15%
per annum, and the PIK interest rate will increase from 11% per
annum to 20% per annum, if, by September30, 2017 (or by
November30, 2017, in the event the Proxy Statement (as defined
below) is reviewed by the SEC), the Company does not obtain
shareholder approval of (i)the issuance of its Common Stock as
PIK interest payments and the issuance of the Common Stock
underlying the Warrants for purposes of Section312.03 of the NYSE
Listed Company Manual, to the extent that the Common Stock
remains listed on the NYSE and such approval is required for such
issuances, and (ii)an amendment to the Companys Amended and
Restated Certificate of Formation to (a)increase the total number
of shares of Common Stock that the Company is authorized to issue
or (b)effect a reverse stock split; provided,
however, that the Company may waive, in its sole
discretion, the requirement to obtain approval of the amendment
to its Amended and Restated Certificate of Formation (such
approvals, the Requisite Shareholder
Approval).
The 1.5 Lien Notes
are jointly and severally guaranteed by all of the Companys
subsidiaries that guarantee the Companys indebtedness under the
EXCO Resources Credit Agreement and the indebtedness under the
Second Lien Term Loans, and are secured by second priority liens
on substantially all of the assets of the Company and such
guarantors. The 1.5 Lien Notes rank pari passu in right
of payment with one another and all of the Companys other
existing and future senior indebtedness, including the Companys
debt under the EXCO Resources Credit Agreement, the 1.75 Lien
Term Loans (as defined below), the remaining outstanding portion
of the Exchange Term Loan and the Companys 7.5% Senior Unsecured
Notes due September15, 2018 (2018
Notes) and 8.5% Senior Unsecured Notes due April15,
2022 (2022 Notes). However, because the
debt under the EXCO Resources Credit Agreement has a priority
claim to the collateral securing the 1.5 Lien Notes to the
Intercreditor Agreement (as defined below), the 1.5 Lien Notes
will rank (i)contractually junior to the Companys debt under the
EXCO Resources Credit Agreement and any other first lien
obligations (subject to the terms of the Intercreditor Agreement
described below), (ii) pari passu with one another,
(iii)contractually senior to the 1.75 Lien Term Loans, the
remaining outstanding portion of the Exchange Term Loan and any
future third lien obligations and (iv)structurally senior to all
of the Companys existing and future unsecured senior
indebtedness, including the Companys 2018 Notes and 2022 Notes,
in each case to the extent of the value of the collateral
securing the 1.5 Lien Notes.
The foregoing
description of the Indenture does not purport to be complete and
is qualified in its entirety by reference to the Indenture, a
copy of which is filed as Exhibit 4.1 to this Current Report on
Form 8-K and is incorporated by reference herein.
1.75 Lien
Term Loans and Second Lien Term Loan Exchange
In connection with
the offering of the 1.5 Lien Notes, on March 15, 2017, the
Company completed the Second Lien Term Loan Exchange whereby
approximately $682.8million in aggregate principal amount of its
outstanding Second Lien Term Loans, consisting of all of the
outstanding indebtedness under the Fairfax Term Loan and
approximately $382.8million in aggregate principal amount of the
Exchange Term Loan, were exchanged for approximately
$682.8million in aggregate principal amount of new 1.75 Lien Term
Loans, to a Purchase Agreement, dated March 15, 2017, by and
among the Company, Hamblin Watsa, as administrative agent under
the Fairfax Term Loan, Wilmington Trust, National Association, as
administrative agent under the Exchange Term Loan, and each of
the exchanging lenders party thereto (the Exchange
Agreement). The 1.75 Lien Term Loans were issued to
a 1.75 Lien Term Loan Credit Agreement, dated as of March 15,
2017, by and among the Company, certain of its subsidiaries, as
guarantors, and Wilmington Trust, National
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Association, as
administrative agent and collateral trustee (the 1.75
Lien Term Loan Credit Agreement). Certain
affiliates of Hamblin Watsa and Fairfax, ESAS and Gen IV and
certain of its affiliates, as lenders of the Second Lien Term
Loans, participated in the Second Lien Term Loan Exchange. For
additional information, see Related Party Information
below.
Under the terms of
the Second Lien Term Loan Exchange, each exchanging Second Lien
Term Loan lender received $1,000 in aggregate principal amount of
1.75 Lien Term Loans for every $1,000 in aggregate principal
amount of Second Lien Term Loans tendered by such exchanging
lender. In addition, the Company issued the exchanging Second
Lien Term Loan lenders, at their election, either (i)warrants
representing the right to purchase an aggregate of 19,883,077
shares of Common Stock at an exercise price of $0.01 per share
(the Amendment Fee Warrants, and
collectively with the 1.5 Lien Notes Warrants and Commitment Fee
Warrants, the Warrants) (with the
number of shares of Common Stock underlying such Amendment Fee
Warrants based on 10% of the Companys fully-diluted outstanding
Common Stock on March 15, 2017 after giving effect to the
issuance of Common Stock underlying the Amendment Fee Warrants
and the Commitment Fee Warrants, but prior to giving effect to
the issuance of the 1.5 Lien Notes Warrants and any PIK interest
payments in Common Stock and subject to pro rata reduction for
any lender who elects to receive cash instead of Amendment Fee
Warrants) or (ii)approximately $8.6million in cash as a consent
fee for agreeing to certain amendments to the agreements
governing the Exchange Term Loan (as further described
below).
As a result of the
Second Lien Term Loan Exchange, the Fairfax Term Loan was deemed
satisfied and paid in full and was terminated. In addition, to
the terms of the Second Lien Term Loan Exchange, each exchanging
lender of the Exchange Term Loan consented to the entry into an
amendment to the agreement governing the Exchange Term Loan to
eliminate substantially all of the covenants and events of
default included therein (the Exchange Term Loan
Amendment). The Exchange Term Loan Amendment became
effective on March 15, 2017 in connection with the closing of the
Second Lien Term Loan Exchange. Following the Second Lien Term
Loan Exchange, the Company has approximately $17.2million in
aggregate principal amount of Second Lien Term Loans outstanding,
consisting entirely of the remaining portion of the Exchange Term
Loan.
The terms of the
1.75 Lien Term Loans are governed by the 1.75 Lien Term Loan
Credit Agreement, which provides that the 1.75 Lien Term Loans
will mature on October26, 2020. to the 1.75 Lien Term Loan Credit
Agreement, interest accrues at a cash interest rate of 12.5% per
annum and interest will be payable March20, June20, September20
and December20 of each year, commencing on June20, 2017. Under
the terms of the 1.75 Lien Term Loan Credit Agreement, the
Company may, at its discretion prior to December31, 2018 and
subject to certain limitations thereafter, make PIK interest
payments on the 1.75 Lien Term Loans in shares of its Common
Stock or in issuances of additional 1.75 Lien Term Loans at a PIK
interest rate of 15% per annum, as further described below under
PIK Payments.
The 1.75 Lien Term
Loans are jointly and severally guaranteed by all of the Companys
subsidiaries that guarantee the Companys indebtedness under the
EXCO Resources Credit Agreement and the Second Lien Term Loans,
and are secured by third priority liens on substantially all of
the assets of the Company and such guarantors. The 1.75 Lien Term
Loans rank pari passu in right of payment with one
another and all of the Companys other existing and future senior
indebtedness, including the Companys debt under the EXCO
Resources Credit Agreement, the 1.5 Lien Notes, the remaining
outstanding portion of the Exchange Term Loan and the 2018 Notes
and 2022 Notes. However, because the debt under the EXCO
Resources Credit Agreement and the 1.5 Lien Notes have a priority
claim to the collateral securing the 1.75 Lien Term Loans to the
Intercreditor Agreement (as defined below), the 1.75 Lien Term
Loans rank (i)contractually junior to the Companys debt under the
EXCO Resources Credit Agreement, the 1.5 Lien Notes and any other
priority lien or second lien obligations (subject to the
4
terms of the
Intercreditor Agreement described below), (ii)
paripassu with one another, (iii)contractually
senior to the remaining outstanding portion of the Exchange Term
Loan and any future third lien obligations and (iv)structurally
senior to all of the Companys existing and future unsecured
senior indebtedness, including the Companys 2018 Notes and 2022
Notes, in each case to the extent of the value of the collateral
securing the 1.75 Lien Term Loans.
The foregoing
description of the Exchange Agreement, 1.75 Lien Term Loan Credit
Agreement and the Exchange Term Loan Amendment does not purport
to be complete and is qualified in its entirety by reference to
the Exchange Agreement, 1.75 Lien Term Loan Credit Agreement and
the Exchange Term Loan Amendment, copies of which are filed as
Exhibits 10.3, 10.4 and 10.5, respectively, to this Current
Report on Form 8-K and are incorporated by reference
herein.
PIK
Payments
Each of the
Indenture and the 1.75 Lien Term Loan Credit Agreement allow the
Company, on the terms and conditions described below, to make PIK
interest payments on the 1.5 Lien Notes and the 1.75 Lien Term
Loans, as applicable, in shares of the Companys Common Stock, or,
in certain circumstances, additional 1.5 Lien Notes or 1.75 Lien
Term Loans, as applicable.
Under the
Indenture and the 1.75 Lien Term Loan Credit Agreement, the price
of the Companys Common Stock for determining PIK payments is
based on the trailing 20-day volume weighted average price as at
the end of the Determination Date (as defined in the Indenture or
the 1.75 Lien Term Loan Credit Agreement, as applicable).
The Companys
ability to make PIK payments in Common Stock under the 1.5 Lien
Notes and 1.75 Lien Term Loans is subject to the following
conditions: (i)the Company shall have received the Requisite
Shareholder Approval, (ii)the issuance of Common Stock as a PIK
payment shall not result in a beneficial owner of the 1.5 Lien
Notes or 1.75 Lien Term Loans, as applicable, such beneficial
owners affiliates and any person subject to aggregation with such
beneficial owner or its affiliates under Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the
Exchange Act), beneficially owning (as
defined in Rules 13d-3 or 13d-5 under the Exchange Act, except
that for purposes of this clause (ii)such holder shall be deemed
to have beneficial ownership of all shares that any such holder
has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or
indirectly, of more than 50% of the total voting power of the
voting capital stock of the Company or any of its direct or
indirect parent entities (or their successors by merger,
consolidation or purchase of all or substantially all of their
assets) (such limitation on beneficial ownership, the
Beneficial Ownership Limitation), (iii)
the number of shares of Common Stock issued as a PIK payment
shall not exceed the amount of Common Stock that the Company is
authorized to issue under its Amended and Restated Certificate of
Formation, (iv)the Common Stock issued as a PIK payment shall be
(a)listed on the NYSE or any other exchange on which the Common
Stock is then listed or the over the counter market and (b)duly
authorized, validly issued and non-assessable, and the issuance
of such PIK Common Stock shall not be subject to any preemptive
or similar rights and (v)the Companys Resale Registration
Statement (as defined in the Indenture or 1.75 Lien Term Loan
Credit Agreement, as applicable) shall have been declared
effective by the SEC subject to the requirements of the
Registration Rights Agreement (as defined below). If the
foregoing conditions are not met and the Company otherwise has
the ability to elect to make PIK interest payments, the Company
may make PIK interest payments in additional 1.5 Lien Notes or
1.75 Lien Term Loans, as applicable.
Prior to
December31, 2018, the Company may make PIK payments in its Common
Stock on the 1.5 Lien Notes and the 1.75 Lien Term Loans in its
sole discretion, subject to the receipt of the Requisite
Shareholder Approval. After December31, 2018, the Company is
permitted to make PIK payments only
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in the following
percentages of interest due based on its liquidity, which is
defined as (i)the sum of (a)the Companys unrestricted cash and
cash equivalents and (b)any amounts available to be borrowed
under the EXCO Resources Credit Agreement (to the extent then
available) less (ii)the face amount of any letters of credit
outstanding under the EXCO Resources Credit Agreement
(Liquidity):
|
LiquidityLevel |
PIKPaymentPercentage | |||
|
Less than $150million |
% | |||
|
$150million or greater but less than $175million |
% | |||
|
$175million or greater but less than $200million |
% | |||
|
$200million or greater but less than $225million |
% | |||
|
$225million or greater |
% |
Covenants,
Events of Default and Other Material Provisions of the Indenture
and 1.75 Lien Term Loan Credit Agreement
Subject to certain
exceptions, the covenants under the Indenture and the 1.75 Lien
Term Loans limit the ability of the Company and the ability of
its subsidiary guarantors to, among other things:
|
pay dividends or make other distributions or redeem or repurchase the Companys capital stock; |
| prepay, redeem or repurchase certain debt; |
|
enter into agreements restricting the subsidiary guarantors ability to pay dividends to the Company or another subsidiary guarantor, make loans or advances to the Company or transfer assets to the Company; |
|
engage in asset sales or substantially alter the business that the Company conducts; |
| enter into transactions with affiliates; |
| consolidate, merge or dispose of assets; |
| incur indebtedness and liens; and |
| enter into sale/leaseback transactions. |
In addition, under
the Indenture, the Company may only incur secured indebtedness
senior to the 1.5 Lien Notes in excess of $150.0million if the
Company obtains consent from the holders of a majority in
aggregate principal amount of the 1.5 Lien Notes. Certain
affiliates of Hamblin Watsa and Fairfax currently hold a majority
in aggregate principal amount of the 1.5 Lien Notes.
The Indenture
provides that, prior to March20, 2018 the Company may redeem the
1.5 Lien Notes, in whole or in part, at a redemption price equal
to 50% of the principal amount of the 1.5 Lien Notes redeemed
plus an applicable make-whole premium. After March20, 2018, the
Company may redeem the 1.5 Lien Notes, in whole or in part, at
the redemption rates set forth in the Indenture plus accrued and
unpaid interest. Under the 1.75 Lien Credit Agreement, the
portion of the 1.75 Lien Term Loans that were originally derived
from the exchange of the Fairfax Term Loan (the
Fairfax Tranche)
6
may not be
voluntarily prepaid in whole or in part. However, the 1.75 Lien
Credit Agreement allows the portion of the 1.75 Lien Term Loans
that were originally derived from the exchange of the Exchange
Term Loan (the Exchange Tranche) to be
voluntarily prepaid, in whole or in part, at a price equal to 50%
of the principal amount of amount of such repaid portion of 1.75
Lien Term Loans plus an applicable make-whole amount or premium,
depending on whether such prepayment occurs prior to or after
October26, 2018.
Under the
Indenture, an Event of Default shall give the holders of at least
25% of the aggregate principal amount of 1.5 Lien Notes then
outstanding the right to declare the principal, premium, if any,
interest and any other monetary obligations on all of the 1.5
Lien Notes to be due and payable immediately. In addition, an
Event of Default under the Indenture would cause both the cash
interest rate and PIK payment interest rate of the 1.5 Lien Notes
to increase by 2% per annum. An Event of Default under the
Indenture includes, among other things, a failure to make
payments when they are due and the failure of the Company or the
subsidiary guarantors, under certain circumstances, to comply
with the obligations, covenants or agreements under the
Indenture.
Under the 1.75
Lien Term Loan Credit Agreement, an Event of Default shall give
the administrative agent, at the request of the majority of the
lenders thereunder, the ability to (i)terminate the lenders
commitments under the 1.75 Lien Term Loans and (ii)declare the
outstanding indebtedness under the 1.75 Lien Term Loans due and
payable in whole, including accrued and unpaid interest thereon.
An Event of Default under the 1.75 Lien Term Loans includes,
among other things, the failure to make payments when they are
due, the material incorrectness of a representation or warranty
made by the Company or its subsidiary guarantors at the time such
representation or warranty was made and the failure to comply
with restrictive covenants.
to the Indenture,
a Change of Control gives the holders of the 1.5 Lien Notes the
right to require the Company to repurchase the 1.5 Lien Notes at
101% of the aggregate principal amount thereof outstanding, plus
accrued and unpaid interest thereon to the date of the
repurchase. In addition, under the 1.75 Lien Term Loan Credit
Agreement, a Change of Control constitutes an Event of Default,
which, subject to certain limitations, may allow the 1.75 Lien
Term Loan lenders to declare the 1.75 Lien Term Loans to be due
and payable, in whole or in part, including accrued but unpaid
interest thereon, plus a make-whole payment with respect to the
Fairfax Tranche.
Each of the
Indenture and the 1.75 Lien Term Loan Credit Agreement also
contain certain restrictions on the Companys ability to engage in
certain asset sales. In the event of such sales, the Company must
generally either invest the net cash proceeds from such sales in
its business within 360 days or make an offer to repay a portion
of the 1.5 Lien Notes or 1.75 Lien Term Loans, as applicable,
plus, in the case of the 1.75 Lien Term Loans, a make-whole
payment (with respect to the Fairfax Tranche) or a premium (with
respect to the Exchange Tranche).
Under the terms of
the Indenture, the holders of the 1.5 Lien Notes agree not to
sell, assign, transfer or dispose of 1.5 Lien Notes without the
consent of Eligible Holders (as defined in the Indenture) holding
a majority of the principal amount of 1.5 Lien Notes held by such
Eligible Holders (which consent may be withheld in the sole and
absolute discretion of the Eligible Holders) at any time prior to
March20, 2019. The Indenture also provides that a proposed
transfer at any time on or after March20, 2019 would be subject
to a customary right of first refusal and tag-along right held by
the Eligible Holders. Under the terms of the 1.75 Lien Term Loan
Credit Agreement, any proposed transfer of 1.75 Lien Term Loans
would be subject to a right of first refusal held by the
Commitment Parties.
The Indenture also
provides that the Company must meet certain Liquidity thresholds
at the time that certain of its other outstanding indebtedness
matures or it will incur an Event of Default under the
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Indenture. On
September15, 2018, unless all of the 2018 Notes have been
redeemed, repurchased or refinanced, then prior to any payment at
maturity of the 2018 Notes, the Company must have Liquidity of at
least $200.0million. On October26, 2020, unless all of the
indebtedness under the remaining outstanding portion of the
Exchange Term Loan and/or the 1.75 Lien Term Loan Credit
Agreement shall have been redeemed, repurchased or refinanced,
then prior to any payment at maturity of such indebtedness, the
Company must have Liquidity of at least $200.0million.
Warrants
In connection with
the offering of the 1.5 Lien Notes and the Second Lien Term Loan
Exchange, the Company issued the 1.5 Lien Notes Warrants, the
Commitment Fee Warrants and the Amendment Fee Warrants, with the
aggregate number of shares of Common Stock underlying such
Warrants and the exercise price of such Warrants as
follows:
|
WarrantSeries |
AggregateNumberofSharesof CommonStockUnderlyingWarrants |
PerShareExercise PriceofWarrants | ||||||
|
1.5 Lien Notes Warrants |
322,580,645 | $ | 0.93 | |||||
|
Commitment Fee Warrants |
6,471,433 | $ | 0.01 | |||||
|
Amendment Fee Warrants |
19,883,077 | $ | 0.01 |
Of the total
number of Warrants issued:
|
certain affiliates of Fairfax and Hamblin Watsa were issued 1.5 Lien Notes Warrants representing the right to purchase an aggregate of 162,365,599 shares of Common Stock, Commitment Fee Warrants representing the right to purchase an aggregate of 6,471,433 shares of Common Stock and Amendment Fee Warrants representing the right to purchase an aggregate of 19,412,035 shares of Common Stock; |
|
ESAS was issued 1.5 Lien Notes Warrants representing the right to purchase an aggregate of 75,268,818 shares of Common Stock, a cash commitment fee of $2.1million and a cash amendment fee of approximately $1.6million; and |
|
certain affiliates of Oaktree were issued 1.5 Lien Notes Warrants representing the right to purchase an aggregate of 42,473,119 shares of Common Stock and a cash commitment fee of approximately $1.2million. |
Each series of
Warrants was issued under a different form of warrant agreement,
but other than the per share exercise price of the Warrants and
the persons to whom the Warrants were issued, the terms and
conditions of the Warrants are substantially the same among all
three series.
Subject to certain
exceptions, no Warrants may be exercised unless and until the
Company receives the Requisite Shareholder Approval. In addition,
subject to certain exceptions and limitations, the Warrants may
not be exercised if, as a result of such exercise, the beneficial
ownership of such holder of such Warrant or its affiliates and
any other person subject to aggregation with such holder or its
affiliates under Section 13(d) and Section 14(d) of the Exchange
Act would exceed the Beneficial Ownership Limitation.
Each of the
Warrants has an exercise term of 5 years from the date that the
Requisite Shareholder Approval is obtained and may be exercised
by cash or cashless exercise, provided that the Company may
require cashless exercise if the cash exercise of any Warrant
would negatively impact the Companys ability to utilize net
operating losses for U.S. federal income tax purposes.
8
The 1.5 Lien Notes
Warrants are subject to an anti-dilution adjustment in the event
that the Company issues shares of Common Stock or Common Stock
equivalents at an effective price per share less than the
applicable exercise price of the 1.5 Lien Notes Warrants. The
Commitment Fee Warrants and the Amendment Fee Warrants are
subject to an anti-dilution adjustment in the event that the
Company issues shares of Common Stock or Common Stock equivalents
at an effective price per share less than $0.70 per share. In
addition, all of the Warrants are subject to customary
anti-dilution adjustments in the event of stock splits,
dividends, subdivisions, combinations, reclassifications and
other similar events.
The foregoing
description of the 1.5 Lien Notes Warrants, Commitment Fee
Warrants and Amendment Fee Warrants does not purport to be
complete and is qualified in its entirety by reference to the
form of Financing Warrant, form of Commitment Fee Warrant and
form of Amendment Fee Warrant, copies of which are filed as
Exhibits 10.6, 10.7 and 10.8, respectively, to this Current
Report on Form 8-K and are incorporated by reference
herein.
Intercreditor
Agreement
In connection with
the 1.5 Lien Notes Offering and the Second Lien Term Loan
Exchange, the Company entered into an amended and restated
Intercreditor Agreement among JPMorgan Chase Bank, N.A., as
original priority lien agent, and Wilmington Trust, National
Association, as second lien collateral trustee and original third
lien collateral agent, dated as of March 15, 2017 (the
Intercreditor Agreement). The
Intercreditor Agreement governs the relationship amongst the
lenders under the EXCO Resources Credit Agreement, the 1.5 Lien
Notes, the 1.75 Lien Term Loans and the remaining outstanding
portion of the Exchange Term Loan with respect to the collateral
securing such obligations and certain other matters. to the
Intercreditor Agreement, the lenders of the remaining outstanding
portion of the Exchange Term Loan agreed to subordinate their
security interest in the collateral to the interests of the
holders of the 1.5 Lien Notes, the 1.75 Lien Term Loans and the
lenders under EXCO Resources Credit Agreement. In addition, the
lenders of the 1.75 Lien Term Loans agreed to subordinate their
security interest in the collateral to the interests of the
holders of the 1.5 Lien Notes and the lenders under the EXCO
Resources Credit Agreement, and the holders of the 1.5 Lien Notes
agreed to subordinate their security interest in the collateral
to the lenders under the EXCO Resources Credit Agreement.
The foregoing
description of the Intercreditor Agreement does not purport to be
complete and is qualified in its entirety by reference to the
Intercreditor Agreement, a copy of which is filed as Exhibit 10.9
to this Current Report on Form 8-K and is incorporated by
reference herein.
Collateral
Trust Agreement
On March 15, 2017,
in satisfaction of the Companys obligations under the Indenture,
the Company entered into a Collateral Trust Agreement, by and
among the Company, the grantors and guarantors from time to time
party thereto, Wilmington Trust, National Association, as trustee
under the Indenture and as collateral trustee and the other
parity lien debt representatives from time to time party thereto
(the 1.5 Lien Notes
Collateral Trust Agreement). In
addition, in satisfaction of the Companys obligations under the
1.75 Lien Term Loan Credit Agreement, the Company entered into
Amended and Restated Collateral Trust Agreement, dated as of
March 15, 2017, by and among the Company, the grantors and
guarantors from time to time party thereto, Wilmington Trust,
National Association, as administrative agent under the 1.75 Lien
Term Loan Credit Agreement and collateral trustee, and the other
parity lien debt representatives from time to time party thereto
(the Amended and Restated Collateral Trust
Agreement), which amended and restated the Companys
prior Collateral Trust Agreement, dated October26, 2015, in its
entirety.
9
The 1.5 Lien Notes
Collateral Trust Agreement and the Amended and Restated
Collateral Trust Agreement each set forth the terms on which the
holders of the 1.5 Lien Notes or 1.75 Lien Term Loans, as
applicable, appointed the collateral trustee to receive, hold,
maintain, administer and distribute the Collateral (as defined in
the 1.5 Lien Notes Collateral Trust Agreement or Amended and
Restated Collateral Trust Agreement, as applicable) and to
enforce the terms of the 1.5 Lien Notes or the 1.75 Lien Term
Loans, as applicable, for the benefit of the current and future
holders of the Companyssecured obligations.
The foregoing
description of the 1.5 Lien Notes Collateral Trust Agreement and
the Amended and Restated Collateral Trust Agreement does not
purport to be complete and is qualified in its entirety by
reference to the 1.5 Lien Notes Collateral Trust Agreement and
the Amended and Restated Collateral Trust Agreement, copies of
which are filed as Exhibits 10.10 and 10.11, respectively, to
this Current Report on Form 8-K and are incorporated by reference
herein.
Registration Rights
Agreement
Simultaneously
with the closing of the 1.5 Lien Notes Offering and the Second
Lien Term Loan Exchange, the Company entered into a registration
rights agreement with the holders of the 1.5 Lien Notes, 1.75
Lien Term Loans and Warrants, dated as of March 15, 2017 (the
Registration Rights Agreement), to
which the Company agreed, upon certain terms and conditions, to
register the resale of the Common Stock that the Company may
issue to the PIK payment provisions in the 1.5 Lien Notes and
1.75 Lien Term Loans and the Common Stock underlying the Warrants
by September10, 2017 (or, if the Company has not obtained the
Requisite Shareholder Approvals by that date, within 30 days of
obtaining the Requisite Shareholder Approvals). In addition, the
Registration Rights Agreement provides certain incidental
piggy-back registration rights, which generally allow the holders
of the 1.5 Lien Notes, 1.75 Lien Term Loans and Warrants to
participate in registered offerings of the Companys Common Stock
that are initiated by the Company or on behalf of other holders
of the Companys securities.
The foregoing
description of the Registration Rights Agreement does not purport
to be complete and is qualified in its entirety by reference to
the Registration Rights Agreement, a copy of which is filed as
Exhibit 10.12 to this Current Report on Form 8-K and is
incorporated by reference herein.
Borrowing
Base Redetermination
On March8, 2017,
the lenders under the EXCO Resources Credit Agreement completed
their regular semi-annual redetermination of the borrowing base
under the EXCO Resources Credit Agreement and determined to
reduce the borrowing base from $325.0million to $285.0million. As
previously disclosed, the Company had previously entered into
limited consents under the EXCO Resources Credit Agreement to
delay the regularly scheduled redeterminations of the borrowing
base in the third and fourth quarters of 2016. As a result of
these limited consents, the Company was limited to borrowing a
maximum of $285.0million under the EXCO Resources Credit
Agreement but was permitted to rely on the $325.0million
borrowing base for purposes of complying with certain financial
covenants in the EXCO Resources Credit Agreement.
Amendment
to EXCO Resources Credit Agreement
On March15, 2017,
in connection with the 1.5 Lien Notes offering and the Second
Lien Term Loan Exchange, the Company entered into the Seventh
Amendment to the EXCO Resources Credit
10
Agreement (the
Seventh Amendment), effective as of
March15, 2017. The Seventh Amendment amended the EXCO Resources
Credit Agreement to, among other things, permit the 1.5 Lien
Notes offering and the Second Lien Term Loan Exchange and the
transactions related thereto, as well as amend certain
restrictive covenants to provide the Company with additional
financial flexibility. In addition, the Seventh Amendment
decreased the amount of the borrowing base under the EXCO
Resources Credit Agreement from $285.0million to $150.0million.
The Seventh Amendment also provides that, upon certain asset
sales, the borrowing base under the EXCO Resources Credit
Agreement shall be automatically reduced by an amount equal to
(i)at any time prior to the Asset Sale Termination Date (as
defined in the EXCO Resources Credit Agreement), the net cash
proceeds received by any credit party with respect to the asset
sale, and (ii)at all other times, the Engineered Value of the Oil
and Gas Interests (as defined in the EXCO Resources Credit
Agreement) disposed of; provided, that with respect to
an asset sale involving the disposition of the South Texas
Properties (as defined in the EXCO Resources Credit Agreement),
the borrowing base shall not be reduced to an amount less than
$100.0million.
The Seventh
Amendment also included modifications to the Companys financial
covenants. Under the Seventh Amendment, the Companys financial
covenants include:
|
the Companys Cash (as defined in the EXCO Resources Credit Agreement) plus unused commitments under the EXCO Resources Credit Agreement cannot be less than (i) $50.0million as of the end of a fiscal month and (ii) $70.0million as of the end of a fiscal quarter; |
|
the Companys Interest Coverage Ratio (as defined in the EXCO Resources Credit Agreement) must exceed a minimum of 1.75 to 1.0 for the fiscal quarter ending September30, 2017 and 2.0 to 1.0 for fiscal quarters thereafter. The Consolidated EBITDAX (as defined in the EXCO Resources Credit Agreement) and Consolidated Interest Expense (as defined in the EXCO Resources Credit Agreement) utilized in this ratio are based on the most recent fiscal quarter ended multiplied by 4.0 as of September30, 2017, the most recent two fiscal quarters ended multiplied by 2.0 as of December31, 2017, the most recent three fiscal quarters ended multiplied by 4/3 as of March31, 2018 and the trailing twelve month period for fiscal quarters ending thereafter. Under the Seventh Amendment, the definition of Consolidated Interest Expense was modified to include cash interest payments that are accounted for as reductions in the principal amount of indebtedness in accordance with Financial Accounting Standards Board Accounting Standards Codification 470-60. Consolidated Interest Expense is limited to payments in cash, and excludes payments in equity or additional indebtedness on the 1.5 Lien Notes and 1.75 Lien Term Loans; and |
|
the Companys ratio of Aggregate Revolving Credit Exposure (as defined in the EXCO Resources Credit Agreement) to Consolidated EBITDAX cannot exceed 1.2 to 1.0 as of the end of any fiscal quarter. Aggregate revolving credit exposure utilized in the Aggregate Revolving Credit Exposure Ratio includes borrowings and letters of credit under the EXCO Resources Credit Agreement. |
In addition, the
Seventh Amendment waived the requirement under the EXCO Resources
Credit Agreement that the Company furnish its audited financial
statements for the 2016 fiscal year within 90 days after the
fiscal year end without a going concern or like
qualification.
Under the terms of
the Seventh Amendment, the borrowing base under the EXCO
Resources Credit Agreement will remain subject to semi-annual
review and redetermination by the lenders to the terms of the
EXCO Resources Credit Agreement and the next redetermination of
the borrowing base is scheduled to occur on or about November1,
2017.
11
The foregoing
description of the Seventh Amendment does not purport to be
complete and is qualified in its entirety by reference to the
Seventh Amendment, a copy of which is filed as Exhibit 10.13 to
this Current Report on Form 8-K and is incorporated by reference
herein.
Related
Party Information
Samuel A.
Mitchell, a member of the Companys Board of Directors, serves as
a Managing Director of Hamblin Watsa, a wholly owned subsidiary
of Fairfax. Fairfax is the beneficial owner of approximately 9.8%
of the Companys outstanding Common Stock.
C. John Wilder,
the Executive Chairman of the Companys Board of Directors, serves
as the sole manager and has the power to direct the affairs of
Bluescape Energy Partners III GP LLC, which serves as the general
partner of and directs Bluescape Energy Recapitalization and
Restructuring Fund III LP, the owner of ESAS. ESAS is the
beneficial owner of approximately 6.5% of the Companys
outstanding Common Stock and the party to a services and
investment agreement with the Company.
B. James Ford, a
member of the Companys Board of Directors, serves as a Senior
Advisor of Oaktree. Oaktree is the beneficial owner of
approximately 10.9% of the Companys outstanding Common
Stock.
Item1.02
Termination of a Material Definitive Agreement.
The information
provided in Item 1.01 of this Current Report on Form 8-K related
to the repayment and termination of the Fairfax Term Loan is
incorporated by reference into this Item 1.02.
Section2 Financial
Information
Item2.02
Results of Operations and Financial Condition.
On March15, 2017,
the Company issued a press release announcing the closing of the
1.5 Lien Notes offering and the Second Lien Term Loan Exchange,
as well as certain pro forma estimates of the impact of such
transactions on the Companys financial condition (the
Press Release). A copy of the Press
Release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
In accordance with
General Instruction B.2 of Form 8-K, the information furnished to
Item 7.01 (including the information in Exhibit 99.1) shall not
be deemed to be filed for purposes of Section18 of the Exchange
Act or otherwise subject to the liabilities of that section, nor
shall such information be deemed incorporated by reference in any
filing under the Securities Act or the Exchange Act, except as
shall be expressly set forth by specific reference in such a
filing.
Item2.03
Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
The information
provided in Item 1.01 of this Current Report on Form 8-K related
to the 1.5 Lien Notes, the Indenture, the 1.75 Lien Term Loans,
the 1.75 Lien Term Loan Credit Agreement and the Seventh
Amendment is incorporated by reference into this Item
2.03.
12
Section3
Securities and Trading Markets
Item3.02
Unregistered Sales of Equity Securities.
The information
provided in Item 1.01 of this Current Report on Form 8-K related
to the issuance of the Warrants is incorporated by reference into
this Item 3.02. To the extent required by this Item 3.02, the
information provided in Item 1.01 of this Current Report on Form
8-K related to the possible future issuances of Common Stock as
PIK interest payments under the 1.5 Lien Notes and 1.75 Lien Term
Loans is incorporated by reference into this Item 3.02.
The Warrants were
issued, and any shares of Common Stock issued as PIK interest
payments under the 1.5 Lien Notes and 1.75 Lien Term Loans will
be issued, to an exemption from the registration requirements of
the Securities Act to Section 4(a)(2) thereof and Regulation S
and Rule 506 of Regulation D thereunder.
Section7
Regulation FD
Item7.01
Regulation FD Disclosure.
The information
provided in Item 2.02 of this Current Report on Form 8-K related
to the Press Release is incorporated by reference into this Item
7.01.
* * * * *
13
Important
Information for Investors and Shareholders
This Current
Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation
of any vote or approval.
The Requisite
Shareholder Approval matters are expected to be submitted to the
shareholders of the Company for their consideration to a
Definitive Proxy Statement on Schedule 14A (the Proxy
Statement) that will be filed by the Company with
the SEC and mailed to the Companys shareholders. INVESTORS AND
SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY
STATEMENT AND OTHER RELEVANT DOCUMENTS RELATED TO THE
TRANSACTIONS DESCRIBED HEREIN THAT ARE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE REQUISITE
SHAREHOLDER APPROVAL MATTERS. Investors and shareholders will be
able to obtain free copies of the Proxy Statement and other
documents containing important information about the Company,
once such documents are filed with the SEC, through the website
maintained by the SEC at www.sec.gov. The Company will make
available free of charge at www.excoresources.com (in the
Investor Relations section), copies of materials it files with,
or furnishes to, the SEC, or investors and shareholders may
contact the Company at (214) 368-2084 to receive copies of
documents that it files with or furnishes to the SEC.
Participants in the
Proxy Solicitation
The Company and
certain of its respective directors and officers may be deemed to
be participants in the solicitation of proxies from the
shareholders of the Company in connection with the Requisite
Shareholder Approval matters. Information about the directors and
officers of the Company is set forth in its Definitive Proxy
Statement on Schedule 14A for its 2016 annual meeting of
shareholders, which was filed with the SEC on April6, 2016, as
well as its Current Reports on Form 8-K filed with the SEC on
April7, 2016, May24, 2016, August22, 2016, October25, 2016,
February2, 2017 and March3, 2017. These documents can be obtained
free of charge from the sources indicated above. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the Proxy
Statement and other relevant materials to be filed with the SEC
when they become available.
Forward-Looking
Statements
In accordance with
the Private Securities Litigation Reform Act of 1995, the Company
cautions that statements in this Current Report on Form 8-K that
are forward-looking and that provide information other than
historical fact involve risks and uncertainties that may
materially affect the Companys results of operations. Actual
results may differ materially from those predicted as a result of
factors over which the Company has no control. Such factors
include, but are not limited to, the Companys ability to obtain
the Requisite Shareholder Approvals, the filing of the Proxy
Statement with the SEC, future issuances of Common Stock as PIK
interest payments and the Companys ability to maintain compliance
with the covenants in the Indenture and 1.75 Lien Term Loan
Credit Agreement and the Companys other debt agreements. A
discussion of the risks and uncertainties with respect to the
Company is set forth in its filings with the SEC. The Company
disclaims any intention or obligation to revise any
forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
applicable law.
14
Section9 Financial
Statements and Exhibits
Item9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit No. |
Description |
|
| 4.1 |
Indenture, dated as of March15, 2017, by and among EXCO Resources, Inc., as issuer, certain of its subsidiaries, as guarantors, and Wilmington Trust, National Association, as trustee and collateral trustee. |
|
| 10.1 |
Purchase Agreement, dated as of March15, 2017, by and among EXCO Resources, Inc., certain of its subsidiaries, and the purchaser signatories thereto. |
|
| 10.2 | Form of Backstop Commitment Fee Election Letter. | |
| 10.3 |
Purchase Agreement, dated as of March15, 2017, by and among EXCO Resources, Inc., Hamblin Watsa Investment Counsel Ltd., as administrative agent under the Fairfax Second Lien Credit Agreement, Wilmington Trust, National Association, as administrative agent under the Exchange Second Lien Credit Agreement, and each of the other undersigned parties thereto. |
|
| 10.4 |
1.75 Lien Term Loan Credit Agreement, dated as of March15, 2017, by and among EXCO Resources, Inc., as borrower, certain subsidiaries of borrower, as guarantors, the lenders party thereto, and Wilmington Trust, National Association, as administrative agent and collateral trustee. |
|
| 10.5 |
First Amendment to Term Loan Credit Agreement, dated as of March15, 2017, by and among EXCO Resources, Inc., as borrower, certain subsidiaries of borrower, as guarantors, the lenders party thereto, and Wilmington Trust, National Association, as administrative agent and collateral trustee. |
|
| 10.6 | Form of Financing Warrant. | |
| 10.7 | Form of Commitment Fee Warrant. | |
| 10.8 | Form of Amendment Fee Warrant. | |
| 10.9 |
Intercreditor Agreement, dated as of March15, 2017, by and among EXCO Resources, Inc.,JPMorgan Chase Bank, N.A., as original priority lien agent, and Wilmington Trust, National Association, as second lien collateral trustee and original third lien collateral agent. |
|
| 10.10 |
Collateral Trust Agreement, dated as of March15, 2017, by and among EXCO Resources, Inc., the grantors and guarantors from time to time party thereto, Wilmington Trust, National Association, as trustee under the second lien indenture and collateral trustee, and the other parity lien debt representatives from time to time party thereto. |
|
| 10.11 |
Amended and Restated Collateral Trust Agreement, dated as of March15, 2017, by and among EXCO Resources, Inc., the grantors and guarantors from time to time party thereto, Wilmington Trust, National Association, as administrative agent and collateral trustee, and the other parity lien debt representatives from time to time party thereto. |
|
| 10.12 |
Registration Rights Agreement, dated as of March15, 2017, by and among EXCO Resources, Inc. and the investors specified on the thereto. |
|
| 10.13 |
Seventh Amendment to Amended and Restated Credit Agreement, dated as of March15, 2017, among EXCO Resources, Inc., as borrower, certain subsidiaries of borrower, as guarantors, the lender parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent. |
|
| 99.1 |
Press release, dated March15, 2017, issued by EXCO Resources, Inc. |
15
to the
requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| EXCO RESOURCES, INC. | ||||||
| Date: March15, 2017 | By: |
/s/ Heather Lamparter |
||||
| Name: | Heather Lamparter | |||||
| Title: | Vice President, General Counsel and Secretary |
EXHIBIT
INDEX
|
Exhibit No. |
Description |
|
| 4.1 |
Indenture, dated as of March15, 2017, by and among EXCO Resources, Inc., as issuer, certain of its subsidiaries, as guarantors, and Wilmington Trust, National Association, as trustee and collateral trustee. |
|
| 10.1 |
Purchase Agreement, dated as of March15, 2017, by and among EXCO Resources, Inc., certain of its subsidiaries, and the purchaser signatories thereto. |
|
| 10.2 | Form of Backstop Commitment Fee Election Letter. | |
| 10.3 |
Purchase Agreement, dated as of March15, 2017, by and among EXCO Resources, Inc., Hamblin Watsa Investment Counsel Ltd., as administrative agent under the Fairfax Second Lien Credit Agreement, Wilmington Trust, National Association, as administrative agent under the Exchange Second Lien Credit Agreement, and each of the other undersigned parties thereto. |
|
| 10.4 |
1.75 Lien Term Loan Credit Agreement, dated as of March15, 2017, by and among EXCO Resources, Inc., as borrower, certain subsidiaries of borrower, as guarantors, the lenders party thereto, and Wilmington Trust, National Association, as administrative agent and collateral trustee. |
|
| 10.5 |
First Amendment to Term Loan Credit Agreement, dated as of March15, 2017, by and among EXCO Resources, Inc., as borrower, certain subsidiaries of borrower, as guarantors, the lenders party thereto, and Wilmington Trust, National Association, as administrative agent and collateral trustee. |
|
| 10.6 | Form of Financing Warrant. | |
| 10.7 | Form of Commitment Fee Warrant. | |
| 10.8 | Form of Amendment Fee Warrant. | |
| 10.9 |
Intercreditor Agreement, dated as of March15, 2017, by and among EXCO Resources, Inc.,JPMorgan Chase Bank, N.A., as original priority lien agent, and Wilmington Trust, National Association, as second lien collateral trustee and original third lien collateral agent. |
|
| 10.10 |
Collateral Trust Agreement, dated as of March15, 2017, by and among EXCO Resources, Inc., the grantors and guarantors from time to time party thereto, Wilmington Trust, National Association, as trustee under the second lien indenture and collateral trustee, and the other parity lien debt representatives from time to time party thereto. |
|
| 10.11 |
Amended and Restated Collateral Trust Agreement, dated as of March15, 2017, by and among EXCO Resources, Inc., the grantors and guarantors from time to time party thereto, Wilmington Trust, National Association, as administrative agent and collateral trustee, and the other parity lien debt representatives from time to time party thereto. |
|
| 10.12 |
Registration Rights Agreement, dated as of March15, 2017, by and among EXCO Resources, Inc. and the investors specified on the |
About EXCO RESOURCES, INC. (NYSE:XCO)
EXCO Resources, Inc. (EXCO) is an oil and natural gas company. The Company is engaged in the exploration, exploitation, acquisition, development and production of onshore United States oil and natural gas properties with a focus on shale resource plays. The Company’s principal operations are conducted in certain United States oil and natural gas areas, including Texas, Louisiana and the Appalachia region. The Company holds acreage positions in approximately three shale plays in the United States, including East Texas and North Louisiana, South Texas and Appalachia. In East Texas and North Louisiana, the Company holds approximately 83,800 net acres in the Haynesville and Bossier shales. In South Texas, it holds approximately 65,800 net acres in the Eagle Ford shale. In Appalachia, the Company holds approximately 137,400 net acres prospective in the Marcellus shale. EXCO RESOURCES, INC. (NYSE:XCO) Recent Trading Information
EXCO RESOURCES, INC. (NYSE:XCO) closed its last trading session up +0.052 at 0.640 with 5,921,574 shares trading hands.