UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of report (Date of earliest event reported): September 17, 2009 (September 15, 2009)
Concho Resources Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| |
|
|
| 001-33615
|
|
76-0818600 |
|
|
|
|
| (Commission File Number)
|
|
(I.R.S. Employer Identification No.) |
| |
|
|
550 West Texas Avenue, Suite 100
Midland, Texas
|
|
79701 |
|
|
|
|
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (432) 683-7443
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On September 15, 2009, Concho Resources Inc. (the “Company”) and its subsidiaries entered into
an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities Inc., as
representative of the underwriters named therein (collectively, the “Underwriters”),
in connection with an underwritten public offering of $300 million aggregate principal amount of
the Company’s 8.625% Senior Notes due 2017 (the “Notes”).
The Notes will be guaranteed on a senior unsecured basis by all of the Company’s subsidiaries (the
“Subsidiary Guarantors”). The Notes were offered and sold under a prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b)(3) of the Securities Act of 1933, as
amended, (the “Securities Act”) in connection with the Company’s automatic shelf registration
statement on Form S-3 (Registration No. 333-161809) (the “Registration Statement”), on
September 9, 2009. The Notes will be issued pursuant to an indenture to be entered into among the
Company, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as Trustee. Closing
of the issuance and sale of the Notes is scheduled for September 18, 2009.
The Underwriting Agreement contains customary representations, warranties and agreements by
the Company and customary conditions to closing, obligations of the parties and termination
provisions. Additionally, the Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act, or to contribute to payments the
Underwriters may be required to make because of any of those liabilities. Furthermore, the Company
has agreed with the Underwriters not to offer or sell any debt securities issued or guaranteed by
the Company having a term of more than one year (other than the Notes) for a period of 45 days
after the date of the Underwriting Agreement without the prior written consent of J.P. Morgan
Securities Inc.
The Company intends to use the net proceeds from the offering of the Notes of approximately
$287.0 million (after deducting underwriting discounts and commissions and estimated expenses) to
repay a portion of the outstanding borrowings under its credit facility. Affiliates of certain of
the underwriters are lenders under the Company’s credit facility and will receive more than 5% of
the net proceeds from the offering of the Notes. In addition, Wells Fargo Bank, National
Association, an affiliate of Wells Fargo Securities, LLC, one of the underwriters, will serve as
the trustee for the indenture governing the Notes.
The foregoing description of the Underwriting Agreement is
a summary and is qualified in its entirety by
reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is
incorporated herein by reference.
A legal opinion related to the Notes is filed herewith as Exhibit 5.1.