Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
June 14 2018 - 5:07PM
Edgar (US Regulatory)
Issuer Free Writing Prospectus
Pursuant to Rule 433 under the Securities Act of 1933
Registration Statement on Form
S-3:
No. 333-225609
Concho Resources Inc.
Pricing Term Sheet
$1,000,000,000 4.300% Senior Notes due 2028
$600,000,000 4.850% Senior Notes due 2048
June 14, 2018
This Pricing Term Sheet
supplements the information set forth in the Preliminary Prospectus Supplement, dated June 14, 2018, to the Prospectus dated June 14, 2018. To the extent changes in this term sheet amend or supplement specific information in the
Preliminary Prospectus Supplement, all related information or information derived therefrom shall be deemed amended or supplemented accordingly. Capitalized terms used in this Pricing Term Sheet but not defined have the meanings given them in the
Preliminary Prospectus Supplement.
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Issuer:
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Concho Resources Inc.
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Security Description:
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4.300% Senior Notes due 2028 (the 2028 Notes)
4.850% Senior Notes due 2048 (the 2048 Notes)
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Distribution:
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SEC Registered
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Trade Date:
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June 14, 2018
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Settlement Date:
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(T+12); July 2, 2018
Under Rule
15c6-1
of the Securities Exchange Act of 1934, trades in the secondary market generally are required to
settle in two business days unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade either series of the notes on the date of pricing or during the next nine succeeding business days will be required, by
virtue of the fact that the notes will settle in T+12, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.
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Special Mandatory Redemption:
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If the Company does not consummate the RSP Acquisition (as defined under Description of the Notes in the Preliminary Prospectus
Supplement) on or before December 31, 2018, or if, on or prior to such date, the Acquisition Agreement (as defined under Description of the Notes in the Preliminary Prospectus Supplement) is terminated, the Company will be required
to redeem all of the outstanding 2028 Notes and 2048 Notes at a redemption price equal to 101.000% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
See Description of the NotesSpecial Mandatory Redemption in the
Preliminary Prospectus Supplement for the definitions of RSP Acquisition and Acquisition Agreement and for further terms and provisions applicable to special mandatory
redemption.
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1
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Anticipated Ratings*:
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Baa3 (Moodys) /
BBB-
(S&P) /
BBB-
(Fitch)
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4.300% Notes due 2028
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Size:
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$1,000,000,000
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Maturity Date:
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August 15, 2028
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Benchmark Treasury:
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2.875% due May 15, 2028
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Benchmark Treasury Price/Yield:
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99-14;
2.941%
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Spread to Benchmark Treasury:
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+140 bps
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Yield to Maturity:
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4.341%
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Coupon:
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4.300% per annum
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Price to Public:
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99.660%
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Interest Payment Dates:
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August 15 and February 15, commencing February 15, 2019
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Optional Redemption:
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Prior to May 15, 2028, make-whole call at T+25 bps; par call on and after May 15, 2028
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CUSIP/ISIN:
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20605P AK7 / US20605PAK75
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4.850% Notes due 2048
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Size:
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$600,000,000
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Maturity Date:
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August 15, 2048
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Benchmark Treasury:
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3.000% due February 15, 2048
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Benchmark Treasury Price/Yield:
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98-23;
3.066%
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Spread to Benchmark Treasury:
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+180 bps
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Yield to Maturity:
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4.866%
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2
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Coupon:
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4.850% per annum
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Price to Public:
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99.740%
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Interest Payment Dates:
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August 15 and February 15, commencing February 15, 2019
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Optional Redemption:
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Prior to February 15, 2048, make-whole call at T+30 bps; par call on and after February 15, 2048
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CUSIP/ISIN:
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20605P AL5 / US20605PAL58
***
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Joint Book-Running Managers:
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Merrill Lynch, Pierce, Fenner & Smith
Incorporated
J.P. Morgan Securities LLC
Wells Fargo Securities,
LLC
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Senior
Co-Managers:
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Barclays Capital Inc.
BMO Capital Markets
Corp.
Morgan Stanley & Co. LLC
MUFG Securities
Americas Inc.
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Junior
Co-Managers:
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Citigroup Global Markets Inc.
Capital One
Securities, Inc.
ING Financial Markets LLC
U.S. Bancorp
Investments, Inc.
Credit Suisse Securities (USA) LLC
PNC
Capital Markets LLC
RBC Capital Markets, LLC
BB&T Capital
Markets, a division of BB&T Securities, LLC
BBVA Securities Inc.
CIBC World Markets Corp.
Comerica Securities, Inc.
DNB Markets, Inc.
KeyBanc Capital Markets Inc.
Regions Securities LLC
SMBC Nikko Securities America,
Inc.
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* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension
or withdrawal at any time. Each credit rating should be evaluated independently of any other credit rating.
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The issuer has filed a registration statement (including a prospectus) and prospectus supplement with the SEC
for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the prospectus supplement and other documents the issuer has filed with the SEC for more complete information
about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov
. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the
prospectus if you request it by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated, by emailing dg.prospectus_requests@baml.com, or via phone at (800)
294-1322;
J.P. Morgan Securities LLC,
by
e-mailing
hy_syndicate@restricted.chase.com, or via phone at
(212)-834-4533;
or Wells Fargo Securities, LLC, by
e-mailing
wfscustomerservice@wellsfargo.com, or via phone at
(800)-645-3751.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were
automatically generated as a result of this communication being sent via email or another communication system.
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