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): December 7, 2010
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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550 West Texas Avenue, Suite 100 |
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Midland, Texas
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79701 |
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(Address of Principal Executive Offices)
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(Zip Code) |
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)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On December 8, 2010, Concho Resources Inc. (the Company) entered into an underwriting
agreement (the Underwriting Agreement) with Goldman, Sachs & Co., as representative of the
underwriters named in Schedule 1 thereto (collectively, the Underwriters), in connection with an
underwritten public offering of 2,875,000 shares of common stock (the Common Shares). The issuance
and sale of the Common Shares has been registered under the Securities Act of 1933 (the Securities
Act) pursuant to an automatic shelf Registration Statement on Form S-3 (Registration No.
333-161809), as amended, of the Company, filed with the Securities and Exchange Commission on
September 9, 2009. Closing of the issuance and sale of the Common Shares is scheduled for December
14, 2010. A legal opinion related to the Common Shares is filed herewith as Exhibit 5.1.
The Underwriting Agreement contains customary representations, warranties and agreements by
the Company and customary conditions to closing, obligations of the parties and termination
provisions. Additionally, the Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act, or to contribute to payments the
Underwriters may be required to make because of any of those liabilities. Furthermore, the Company
has agreed with the Underwriters not to offer or sell any shares of its common stock (or securities
convertible into or exchangeable for common stock), subject to customary objections, for a period
of 60 days after the date of the Underwriting Agreement without the prior written consent of
Goldman, Sachs & Co.
The Underwriters or their affiliates have from time to time provided investment banking,
commercial banking and financial advisory services to the Company, for which they have received
customary compensation. The Underwriters and their affiliates may provide similar services in the
future. In particular, certain of the underwriters or their affiliates are lenders under the
Companys credit facility and will receive a portion of the proceeds from this offering. In
addition, from time to time, certain of the Underwriters and their affiliates may effect
transactions for their own account or the account of customers, and hold on behalf of themselves or
their customers, long or short positions in the Companys debt or equity securities or loans, and
may do so in the future.
The foregoing description of the Underwriting Agreement is qualified in its entirety by
reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is
incorporated herein by reference.
Amended and Restated Credit Agreement
The
Company has entered into a Fifth Amendment and Limited Waiver
to its Amended and Restated Credit Agreement
(the Fifth Amendment), dated as of December 7, 2010, with the lenders party thereto and JPMorgan
Chase Bank, N.A., as administrative agent (the Amended and Restated Credit Agreement).
The Fifth Amendment increases the limit on the Companys aggregate outstanding senior
unsecured notes from $800 million to $900 million. Pursuant to the terms of the Companys Amended
and Restated Credit Agreement, the borrowing base under the credit facility would have been reduced
by $0.30 for every dollar of new indebtedness evidenced by unsecured senior
notes or unsecured senior subordinated notes issued by the Company. The Fifth Amendment,
however, waives such reductions of the borrowing base and conforming borrowing base relating to the
issuance of any senior notes from December 7, 2010 until the next scheduled redetermination of the
borrowing base.
The foregoing description of the Fifth Amendment is a summary only and is qualified in its
entirety by reference to the complete text of the Fifth Amendment, a copy of which is attached as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information set forth under Item 1.01 concerning the Fifth Amendment is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
1.1
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Underwriting Agreement dated December 8, 2010, by and among
Concho Resources Inc. and Goldman, Sachs & Co., as
representative of the underwriters named therein. |
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5.1
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Opinion of Vinson & Elkins L.L.P. |
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10.1
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Fifth Amendment to Amended and Restated Credit Agreement and
Limited Waiver,
dated as of December 7, 2010, among Concho Resources Inc.
and the lenders party thereto and JPMorgan Chase Bank,
N.A., as administrative agent. |
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23.1
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Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1). |