Concho Resources Inc. (NYSE: CXO) (“Concho” or the
“Company”) today announced that the cash tender offer (the “offer”)
that it commenced on September 13, 2017 to purchase any and all of
its outstanding 5.5% Senior Notes due 2022 and 5.5% Senior Notes
due 2023 expired at 5:00 PM ET on September 25, 2017.
According to D.F. King & Co., Inc., the tender agent for the
offer, valid tenders had been received at the expiration of the
offer in the amounts and percentages set forth in the table
below.
Title of Security
CUSIPNumbers
Principal
AmountOutstanding
Purchase Priceper $1,000
ofNotes
PrincipalAmountTendered(1)
Percentageof
PrincipalAmountTendered(1)
5.5% Senior Notes due 2022
20605PAD3
$600,000,000
$1,029.34
$341,247,000
56.87%
5.5% Senior Notes due 2023 20605PAE1 $1,550,000,000
$891,089,000
57.49%
(1) Excludes $281,000 and $15,782,000 of
aggregate principal amount, respectively, of 5.5% Senior Notes due
2022 and 5.5% Senior Notes due 2023 that remain subject to
guaranteed delivery procedures.
Concho expects to accept for payment all notes validly tendered
and not validly withdrawn as of the expiration time of the offer,
and Concho expects to make payment for these notes later today,
which payment will include accrued and unpaid interest thereon from
the last interest payment date up to, but not including, September
26, 2017. Concho also expects to accept for payment all notes that
remain subject to guaranteed delivery procedures and to make
payment for such notes on September 28, 2017, which payment would
include accrued and unpaid interest thereon only to, but not
including, September 26, 2017.
Concho will apply a portion of the net proceeds from its
issuance of 3.750% Senior Notes due 2027 and 4.875% Senior Notes
due 2047, which is also expected to close today, to the payment of
all notes it purchases in the offer.
As previously announced, Concho exercised, concurrently with the
launch of the offer, its right to optionally redeem any notes not
purchased by it in the offer with a redemption date of October 13,
2017, at a price equal to 102.75% of the principal amount thereof,
plus accrued and unpaid interest, if any, to the redemption date.
Concho anticipates satisfying and discharging the indentures
governing the 5.5% Senior Notes due 2022 and 5.5% Senior Notes due
2023 prior to September 30, 2017.
Concho 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 also
retained D.F. King & Co., Inc. to serve as the tender agent and
information agent for the offer.
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/20170926006073/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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