Concho Resources Inc. (NYSE: CXO) (“Concho” or the
“Company”) today announced that it has commenced a cash tender
offer (the “offer”) to purchase any and all of the outstanding
senior notes listed in the following table at the cash purchase
price shown in the column titled “Purchase Price per $1,000 of
Notes.”
Issuer Title of Security
CUSIPNumbers
Principal
AmountOutstanding
Purchase Priceper $1,000
ofNotes
Concho Resources Inc.
5.5% Senior Notes due 2022 20605PAD3 $600,000,000
$1,029.34
5.5% Senior Notes due 2023 20605PAE1 $1,550,000,000
Holders whose notes are purchased will also receive accrued and
unpaid interest thereon from the last interest payment date up to,
but not including, the initial settlement date, which is expected
to be September 26, 2017.
The offer is being made pursuant to an Offer to Purchase dated
today, a related Letter of Transmittal and a related Notice of
Guaranteed Delivery, which set forth the complete terms and
conditions of the offer.
The offer will expire at 5:00 PM ET on September 25, 2017,
unless extended (the “Expiration Time”). Tendered notes may be
withdrawn at any time before the Expiration Time. Holders of notes
must validly tender and not validly withdraw their notes (or comply
with the procedures for guaranteed late delivery) before the
Expiration Time to be eligible to receive the consideration for
their notes. Settlement for notes tendered prior to the Expiration
Time and accepted for purchase will occur promptly after the
Expiration Time. The initial settlement date is expected to be
September 26, 2017, assuming that the offer is not extended or
earlier terminated. The settlement date for any notes tendered
pursuant to a Notice of Guaranteed Delivery is expected to be on
September 28, 2017, subject to the same assumption, and payment for
such notes would include accrued and unpaid interest thereon only
to, but not including, the initial settlement date.
The offer for the notes is conditioned upon the satisfaction of
certain conditions, including the completion of a contemporaneous
notes offering by Concho on terms and conditions (including, but
not limited to, the amount of proceeds raised in such offering)
satisfactory to Concho. The offer is not conditioned upon any
minimum amount of notes being tendered.
The offer may be amended, extended, terminated or withdrawn in
Concho’s sole discretion.
There is no assurance that the offer will be subscribed for in
any amount. Concho is exercising, concurrently with the launch of
the offer, its right to optionally redeem any notes not purchased
by it in the offer, at a price equal to 102.75% of the principal
amount thereof, plus accrued and unpaid interest, if any, to the
redemption date, conditioned upon and subject to the completion of
the contemporaneous notes offering referenced in the second
preceding paragraph of this announcement. This announcement does
not constitute a notice of redemption under the optional redemption
provisions of the indenture governing the notes.
Concho has retained BofA Merrill Lynch to serve as the exclusive
dealer manager for the offer. Questions regarding the terms of the
offer may be directed to BofA Merrill Lynch by calling
(980) 387-3907 (collect) or (888) 292-0070 (toll-free).
Concho has also retained D.F. King & Co., Inc. to serve as
the tender agent and information agent for the offer.
The offer is being made pursuant to the terms and conditions
contained in the Offer to Purchase, Letter of Transmittal and
Notice of Guaranteed Delivery, copies of which may be obtained from
D.F. King & Co., Inc., the tender agent and information agent
for the offer, by calling (800) 714-3312 (toll free) or, for banks
and brokers, (212) 269-5550 or emailing cxo@dfking.com. Copies of
the Offer to Purchase, Letter of Transmittal and Notice of
Guaranteed Delivery are also available at the following web
address: http://www.dfking.com/cxo.
None of Concho, the dealer manager, the tender agent or the
information agent makes any recommendation to any holder whether to
tender or refrain from tendering any or all of such holder’s notes,
and none of them has authorized any person to make any such
recommendation. Holders are urged to evaluate carefully all
information in the offer documents, consult their own investment
and tax advisors and make their own decisions whether to tender
notes.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any notes in the offer. In
addition, this press release is not an offer to sell or the
solicitation of an offer to buy any securities issued in connection
with any contemporaneous notes offering, nor shall there be any
sale of the securities issued in such offering in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such jurisdiction. Any such securities will be offered only by
means of a prospectus, including a prospectus supplement relating
to such securities, meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Concho Resources Inc.
Concho Resources Inc. is an independent oil and natural gas
company engaged in the acquisition, development, exploration and
production of oil and natural gas properties. The Company’s
operations are focused in the Permian Basin of Southeast New Mexico
and West Texas.
Forward-Looking Statements and Cautionary Statements
The foregoing contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. All statements, other
than statements of historical fact, included in this press release
that address activities, events or developments that the Company
expects, believes or anticipates will or may occur in the future
are forward-looking statements. Forward-looking statements
contained in this press release specifically include statements,
estimates and projections regarding the Company’s future financial
position, operations, performance, business strategy, oil and
natural gas reserves, drilling program, capital expenditure budget,
liquidity and capital resources, the timing and success of specific
projects, outcomes and effects of litigation, claims and disputes,
derivative activities and potential financing. The words
“estimate,” “project,” “predict,” “believe,” “expect,”
“anticipate,” “potential,” “could,” “may,” “foresee,” “plan,”
“goal” or other similar expressions that convey the uncertainty of
future events or outcomes are intended to identify forward-looking
statements, which generally are not historical in nature. However,
the absence of these words does not mean that the statements are
not forward-looking. These statements are based on certain
assumptions and analyses made by the Company based on management’s
experience, expectations and perception of historical trends,
current conditions, anticipated future developments and other
factors believed to be appropriate. Forward-looking statements are
not guarantees of performance. Although the Company believes the
expectations reflected in its forward-looking statements are
reasonable and are based on reasonable assumptions, no assurance
can be given that these assumptions are accurate or that any of
these expectations will be achieved (in full or at all) or will
prove to have been correct. Moreover, such statements are subject
to a number of assumptions, risks and uncertainties, many of which
are beyond the control of the Company, which may cause actual
results to differ materially from those implied or expressed by the
forward-looking statements. These risks include, without
limitation, the risk factors discussed or referenced in the
Company’s most recent Annual Report on Form 10-K and in the
Company’s Quarterly Report on Form 10-Q for the quarter ended March
31, 2017; risks relating to declines in, or the sustained
depression of, the prices the Company receives for its oil and
natural gas; uncertainties about the estimated quantities of oil
and natural gas reserves; drilling, completion and operating risks;
the effects of government regulation, permitting and other legal
requirements, including new legislation or regulation of hydraulic
fracturing and the export of oil and natural gas; environmental
hazards, such as uncontrollable flows of oil, natural gas, brine,
well fluids, toxic gas or other pollution into the environment,
including groundwater contamination; difficult and adverse
conditions in the domestic and global capital and credit markets;
risks related to the concentration of the Company’s operations in
the Permian Basin of southeast New Mexico and west Texas;
disruptions to, capacity constraints in or other limitations on the
pipeline systems that deliver the Company’s oil, natural gas
liquids and natural gas and other processing and transportation
considerations; the costs and availability of equipment, resources,
services and qualified personnel required to perform the Company’s
drilling, completion and operating activities; potential financial
losses or earnings reductions from the Company’s commodity price
risk-management program; risks and liabilities associated with
acquired properties or businesses; uncertainties about the
Company’s ability to successfully execute its business and
financial plans and strategies; the adequacy of the Company’s
capital resources and liquidity including, but not limited to,
access to additional borrowing capacity under the Company’s credit
facility; the impact of potential changes in the Company’s credit
ratings; cybersecurity risks, such as those involving unauthorized
access, malicious software, data privacy breaches by employees or
others with authorized access, cyber or phishing-attacks,
ransomware and other security issues; uncertainties about the
Company’s ability to replace reserves and economically develop its
current reserves; general economic and business conditions, either
internationally or domestically; competition in the oil and natural
gas industry; uncertainty concerning the Company’s assumed or
possible future results of operations; and other important factors
that could cause actual results to differ materially from those
projected.
Any forward-looking statement speaks only as of the date on
which such statement is made, and the Company undertakes no
obligation to correct or update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by applicable law.
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version on businesswire.com: http://www.businesswire.com/news/home/20170913005748/en/
Concho Resources Inc.Megan P. Hays, 432-685-2533Vice
President of Investor Relations and Public AffairsorMary T.
Starnes, 432-221-0477Senior Financial Analyst
Concho Resources (NYSE:CXO)
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