EXCO RESOURCES, INC. (NYSE:XCO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On November9, 2017, EXCO Resources, Inc. (the “Company”) entered into a Letter Agreement (the “Letter Agreement”) with Energy Strategic Advisory Services LLC (“ESAS”), dated as of November9, 2017, to which, among other things:
(i) the Company’s Services and Investment Agreement with ESAS, dated as of March31, 2015 (as the same has been amended from time to time, the “Services and Investment Agreement”), was suspended such that, during the suspension period and subject to the terms and conditions of the Letter Agreement: (a)ESAS is not required to provide any services to the Company to the Services and Investment Agreement, (b)the Company is not required to make any payments under the Services and Investment Agreement to ESAS with respect to the suspension period and (c)ESAS does not have the right to nominate a member to the Company’s Board of Directors (the “Board”) to the terms of the Letter Agreement Regarding Nomination of Designee to the Board of Directors of EXCO, dated as of September8, 2015, by and between the Company and ESAS;
(ii) ESAS indicated that C. John Wilder, Jr., a member of the Board and an affiliate of ESAS, intended to resign from the Board and as Executive Chairman of the Board; and
(iii) the warrants issued by the Company to ESAS, each dated as of March31, 2015 (the “2015 ESAS Warrants”), which represented the right to purchase up to an aggregate of 5,333,335 common shares, subject to the satisfaction of certain performance criteria, at exercise prices ranging from $41.25 per share to $150.00 per share, were forfeited and cancelled and the Company has no further obligations under the 2015 ESAS Warrants.
The suspension period will end upon the Company providing written notice to ESAS that the Company elects to have ESAS recommence services under the Services and Investment Agreement or upon the occurrence of certain other events specified in the Letter Agreement.
ESAS is a wholly owned subsidiary of an affiliate of Bluescape Resources Company LLC (“Bluescape”), and Mr.Wilder serves as the Executive Chairman of Bluescape and indirectly controls ESAS. As of September30, 2017, ESAS was the beneficial owner of approximately 24.1% of the Company’s outstanding common shares, including common shares issuable upon the exercise of warrants issued in March 2017 that will not be cancelled or otherwise impacted by the Letter Agreement. As of September30, 2017, ESAS was also the holder of approximately $74.0million in aggregate principal amount of the Company’s Senior Secured 1.5 Lien Notes due March20, 2022 and $49.7million in aggregate principal amount of the Company’s Senior Secured 1.75 Lien Term Loans due October26, 2020.
| Item 1.01 | Termination of a Material Definitive Agreement. |
To the extent required by this Item 1.01, the information set forth under Item 1.01 of this Current Report on Form 8-K concerning the termination of the 2015 ESAS Warrants is incorporated by reference herein.
Section3 – Securities and Trading Markets
| Item 1.01 | Material Modification to Rights of Security Holders. |
To the extent required by this Item 1.01, the information set forth under Item 1.01 of this Current Report on Form 8-K concerning the termination of the 2015 ESAS Warrants is incorporated by reference herein.
Section5 – Corporate Governance and Management
| Item 1.01 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 9, 2017, Mr. Wilder delivered a letter to the Company to which he resigned from his position as a member of the Board and as Executive Chairman of the Board, in each case effective as of November 9, 2017. At the time of his resignation, Mr. Wilder was not a member of any committee of the Board. Mr. Wilder’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Section7 – Regulation FD
| Item 1.01 | Regulation FD Disclosure. |
On November9, 2017, the Company issued a press release announcing the resignation of Mr.Wilder and the entry into the Letter Agreement. 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 1.01 (including the information in Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Section9 – Financial Statements and Exhibits
| Item 1.01. | Financial Statements and Exhibits. |
(d) Exhibits.
EXCO RESOURCES INC ExhibitEX-99.1 2 d480481dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 EXCO Resources,…To view the full exhibit click here
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.
