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): May 23, 2018
RSP PERMIAN, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36264
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90-1022997
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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3141 Hood Street, Suite 500 Dallas, Texas 75219
(Address of principal executive offices)
Registrants telephone number, including area code: (214)
252-2700
Not Applicable
(Former
name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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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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☐
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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 (§230.405 of this chapter) or
Rule 12b-2 of
the Securities Exchange Act of
1934 (§240.12b-2 of
this chapter).
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 8.01 Other Events.
On May 23, 2018, RSP Permian, Inc. (RSP or the Company) established a record date of June 1, 2018 (the record
date) for the special meeting of stockholders of the Company (the special meeting). At the special meeting, stockholders of the Company will be asked to consider and vote on proposals related to the proposed acquisition of RSP by
Concho Resources Inc. (Concho) pursuant to that certain Agreement and Plan of Merger, dated March 27, 2018 (the merger agreement), among the Company, Concho and Green Merger Sub Inc., a wholly owned subsidiary of Concho.
Company stockholders of record as of the close of business on Friday, June 1, 2018 will be entitled to receive notice of, and to vote at, the special meeting.
No Offer or Solicitation
This communication relates to a
proposed business combination transaction (the Transaction) between RSP and Concho. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
In
connection with the Transaction, Concho filed with the U.S. Securities and Exchange Commission (SEC) a registration statement on Form
S-4
on April 20, 2018, as may be amended, which includes a
preliminary joint proxy statement of RSP and Concho that also constitutes a preliminary prospectus of Concho. RSP and Concho will also file other documents with the SEC regarding the Transaction, including the definitive joint proxy
statement/prospectus. The information in the preliminary joint proxy statement/prospectus is not complete and may be changed. The definitive joint proxy statement/prospectus will be sent to the stockholders of Concho and RSP. This document is not a
substitute for the registration statement and preliminary joint proxy statement/prospectus filed with the SEC, including any amendments thereto, or any other documents that Concho or RSP may file with the SEC or send to stockholders of Concho or RSP
in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF RSP AND CONCHO ARE URGED TO READ THE REGISTRATION STATEMENT, THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS, THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE, AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE TRANSACTION AND RELATED MATTERS.
Investors and security holders are able to obtain free copies of the registration statement and the preliminary
joint proxy statement/prospectus and all other documents filed or that will be filed with the SEC by Concho or RSP, including the definitive joint proxy statement/prospectus when it becomes available, through the website maintained by the SEC at
www.sec.gov. Copies of documents filed with the SEC by RSP will be made available free of charge on RSPs website at www.rsppermian.com, under the heading SEC Filings, or by contacting RSPs Investor Relations department by
phone at
214-252-2700.
Copies of documents filed with the SEC by Concho will be made available free of charge on Conchos website at www.concho.com, under the
heading Investors, or by contacting Conchos Investor Relations Department by phone at
432-221-0477.
Participants in Solicitation
Concho, RSP and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of
Conchos common stock and RSPs common stock in respect to the Transaction.
Information regarding RSPs directors and executive officers
is contained in its annual report on Form
10-K
for the year ended December 31, 2017, filed with the SEC on February 27, 2018, as amended by the annual report on Form
10-K/A,
filed with the SEC on April 30, 2018. You can obtain a free copy of this document at the SECs website at www.sec.gov or by accessing RSPs website at www.rsppermian.com. Information
regarding Conchos executive officers and directors is contained in the proxy statement for Conchos 2018 Annual Meeting of Stockholders filed with the SEC on April 5, 2018 and in the other documents filed after the date thereof by
Concho with the SEC. You can obtain a free copy of this document at the SECs website at www.sec.gov or by accessing Conchos website at www.concho.com under the heading Investors.
Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the Transaction by
reading the preliminary joint proxy statement/prospectus, including any amendments thereto, as well as the definitive joint proxy statement/prospectus when it becomes available. You may obtain free copies of these documents as described above.
Forward-Looking Statements and Cautionary Statements
This foregoing may contain forward-looking statements, including certain plans, expectations, goals, projections and statements about the benefits
of the Transaction, RSPs and Conchos plans, objectives, expectations and intentions, the expected timing of completion of the Transaction, and other statements that are not historical facts. Such statements are subject to numerous
assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. The forward-looking statements are intended to be subject to the
safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact,
included in this communication that address activities, events or developments that RSP or Concho expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as estimate,
project, predict, believe, expect, anticipate, potential, create, intend, could, may, foresee, plan,
will, guidance, look, outlook, goal, future, assume, forecast, build, focus, work, continue or the
negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not
mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the Transaction, pro forma descriptions of the combined company and its operations, integration and transition
plans, synergies, opportunities and anticipated future performance. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include
the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction that could reduce anticipated benefits or cause the
parties to abandon the Transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the possibility that stockholders
of Concho may not approve the issuance of new shares of common stock in the Transaction or that stockholders of RSP may not approve the merger agreement, the risk that the
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parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the
Transaction, the risk that any announcements relating to the Transaction could have adverse effects on the market price of RSPs common stock or Conchos common stock, the risk that the Transaction and its announcement could have an
adverse effect on the ability of RSP and Concho to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk the pending
Transaction could distract management of both entities and they will incur substantial costs, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as
effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or it may take longer than expected to achieve those synergies and other important factors that could cause actual results to differ
materially from those projected. All such factors are difficult to predict and are beyond RSPs and Conchos control, including those detailed in RSPs annual reports on Form
10-K,
quarterly
reports on Form
10-Q
and current reports on Form
8-K
that are available on RSPs website at www.rsppermian.com and on the SECs website at www.sec.gov and in
Conchos annual reports on Form
10-K,
quarterly reports on Form
10-Q
and current reports on Form
8-K
that are available on
its website at www.concho.com and on the SECs website at www.sec.gov.
Each of the forward-looking statements of RSP or Concho is based on
assumptions that RSP or Concho, as applicable, believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and neither RSP nor Concho undertakes any
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. Readers are cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof.
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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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RSP PERMIAN, INC.
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By:
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/s/ James E. Mutrie
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Name: James E. Mutrie
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Title: General Counsel and Vice President
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Date: May 23, 2018
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