Current Report Filing (8-k)
September 13 2017 - 9:04AM
Edgar (US Regulatory)
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 13, 2017
Concho Resources Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-33615
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76-0818600
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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One Concho Center
600 W. Illinois Avenue
Midland, Texas
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79701
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule 12b-2 of
the Securities Exchange Act of 1934 (17
CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01
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Regulation FD Disclosure
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On September 13, 2017, Concho Resources Inc. (the
Company) issued a press release announcing the commencement of a cash tender offer (the Offer) to purchase any and all of the outstanding $600,000,000 aggregate principal amount of its 5.5% senior notes due 2022 and the
outstanding $1,550,000,000 aggregate principal amount of its 5.5% senior notes due 2023. The terms and conditions of the Offer are described in the Offer to Purchase dated September 13, 2017, and the Letter of Transmittal and Notice of Guaranteed
Delivery relating thereto. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
In
accordance with General Instruction B.2 of Form
8-K,
the information furnished pursuant to this Item 7.01 shall not be deemed to be filed for purposes of Section 18 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 or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing. The information furnished pursuant to Item 7.01 shall not be deemed an admission as to the materiality of any information in this report on Form
8-K
that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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CONCHO RESOURCES INC.
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Date: September 13, 2017
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By:
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/s/ Travis L. Counts
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Name:
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Travis L. Counts
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Title:
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Senior Vice President, General Counsel and
Corporate Secretary
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EXHIBIT INDEX
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Exhibit
Number
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Description
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99.1*
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Press Release related to the Offer dated September 13, 2017.
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