29 Jan 2021listing compliance notice▼ BadMajor
CONCHO RESOURCES INC terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
19 Jan 2021listing compliance notice● NeutralMajor
CONCHO RESOURCES INC's exchange filed to remove a class of its securities from listing.
15 Jan 2021business combination● NeutralMajor
The ConocoPhillips merger closed on January 15, 2021 after Concho shareholders approved it (155,889,546 votes for, 97.85% of votes cast at the meeting). Each Concho share was converted into 1.46 ConocoPhillips shares, Concho became a wholly owned ConocoPhillips subsidiary, and all Concho directors left the board. Its credit facility was terminated and paid off in full, its NYSE listing is being withdrawn (trading stops before the January 19 open), and it intends to file to suspend its SEC reporting. This resolves the October 2020 merger thread.
4 Jan 2021business combination● Neutral
Concho disclosed executive pay actions tied to the pending ConocoPhillips merger: 2021 performance-unit and restricted-stock grants to officers (e.g. 103,014 performance units and 51,507 restricted shares to CEO Tim Leach), changed vesting for two executives' 2019 succession awards if the merger closes, and 2018 performance units paid in cash at 200% of target. These awards convert into ConocoPhillips awards at closing. It does not change the merger terms.
11 Dec 2020business combination▲ GoodMajor
Concho and ConocoPhillips sent shareholders the definitive joint proxy statement for the merger, with both companies' special meetings set for January 15, 2021. Concho holders would get 1.46 ConocoPhillips shares per share, worth about $49.30 at the October 16, 2020 close and about $58.36 at the December 2, 2020 close, and the Concho board unanimously recommends voting for. This continues the October 2020 merger agreement.
19 Oct 2020business combination● NeutralMajor
On October 18, 2020 Concho agreed to be acquired by ConocoPhillips through a merger: each Concho share would convert into 1.46 ConocoPhillips shares. Closing needs approval from both companies' shareholders, US antitrust waiting-period expiry and an effective registration statement; either side can terminate if it has not closed by April 30, 2021. Concho would owe ConocoPhillips a $300 million fee in specified circumstances (e.g. a change of board recommendation), and ConocoPhillips would owe Concho $450 million in others. Concho's board unanimously recommended the deal, and Concho's chairman and CEO is to join ConocoPhillips' board. The filing also adds a Delaware forum-selection rule to Concho's bylaws (Fifth Amended and Restated Bylaws).
24 Aug 2020debt financing● Neutral
On August 24, 2020 Concho completed the $500 million 2.400% senior notes due February 15, 2031, unsecured and guaranteed by certain subsidiaries, with interest starting February 15, 2021. This closes the August 10 offering; the filing itself does not confirm the 2025 notes redemption, which the earlier filing said the proceeds would fund.
11 Aug 2020material agreement● NeutralMajor
On August 10, 2020 Concho agreed to sell $500 million of 2.400% senior notes due 2031, with closing expected August 24, 2020. It intends to use the proceeds for general corporate purposes, including, together with cash on hand, redeeming all of its 4.375% notes due 2025 (the $600 million issue from December 2016) for about $624 million including $4 million accrued interest. This is a refinancing of existing debt at the stated lower coupon.
15 Aug 2018material agreement● Neutral
On August 14, 2018 Concho added RSP Permian, Inc. and RSP Permian, L.L.C. as guarantors of its 4.375% 2025, 3.75% 2027, 4.875% 2047, 4.300% 2028 and 4.850% 2048 notes, and of its credit agreement with JPMorgan. This follows the July RSP merger and extends the debt guarantees to the acquired companies; it adds no new borrowing.
19 July 2018asset acquisition disposition▲ GoodMajor
On July 19, 2018 Concho completed its acquisition of RSP Permian, which now is a wholly-owned subsidiary; each RSP share became 0.320 of a Concho share, and Concho expects to issue about 51 million shares. Former RSP CEO Steven Gray joined Concho's board, as the merger agreement required. The press release says the bond proceeds were used to redeem RSP's 2022 and 2025 notes (about $1.2 billion) and part of RSP's credit facility, with the rest of that facility repaid from Concho's own credit facility; this closes the RSP merger thread opened in March 2018. Existing Concho holders are diluted by the new shares issued to RSP holders.
2 July 2018debt financing● NeutralMajor
On July 2, 2018 Concho closed the $1,600 million bond sale: $1,000 million of 4.300% notes due August 15, 2028 and $600 million of 4.850% notes due August 15, 2048. Both are unsecured and guaranteed by certain subsidiaries, with interest starting February 15, 2019 and a 101% buy-back right for holders on a change of control. This confirms the closing left open in the June 14 and 15 filings.
15 June 2018material agreement● NeutralMajor
On June 14, 2018 Concho signed the underwriting agreement for the $1,600 million bond sale priced that day ($1,000 million 4.300% notes due 2028 and $600 million 4.850% notes due 2048), with closing expected July 2, 2018. After the RSP merger closes, Concho says it intends to use the proceeds to redeem RSP's 6.625% 2022 and 5.25% 2025 notes (about $1.2 billion) and repay part of RSP's credit facility ($445 million outstanding at March 31, 2018); this answers the earlier open question on use of proceeds. If the RSP deal is not completed by December 31, 2018 or is terminated, Concho must redeem all the new notes at 101% of principal plus accrued interest.
14 June 2018business combination● NeutralMajor
On June 14, 2018 Concho priced a new bond sale of $1,000 million of 4.300% notes due 2028 (issued at 99.660% of par) and $600 million of 4.850% notes due 2048 (issued at 99.740% of par), guaranteed by certain subsidiaries. The filing also says the RSP merger registration statement was declared effective June 6, 2018 and the joint proxy was mailed from about June 12. The filing does not state what the bond proceeds will be used for; any link to the RSP deal would be an inference.
4 June 2018business combination● NeutralMajor
Amendment No. 2 to the registration statement (June 4, 2018) fills in the blanks: both Concho and RSP special meetings are set for July 17, 2018 at 10 a.m. Central, with mailing around June 12. The letter puts the merger consideration at about $7.0 billion in total based on the May 31, 2018 Concho price (versus about $50.24 per RSP share at the March 27 price). Concho holders of record on June 1 vote on the share issuance, which is required for the merger to close; abstentions count as votes against.
23 May 2018business combination● Neutral
Concho filed Amendment No. 1 to its RSP merger registration statement on May 23, 2018. It sets a June 1, 2018 record date for voting, but the special meeting dates and times are still blank; the 0.320 exchange ratio, the unanimous board recommendations and the need for Concho holders to approve the share issuance are unchanged.
30 Apr 2018business combination▲ GoodMajor
The US Federal Trade Commission granted early termination of the antitrust waiting period on April 27, 2018 for Concho's planned purchase of RSP Permian. This clears the antitrust step in the merger; completion is still expected in the third quarter of 2018 and still needs both companies' shareholder approvals and other customary conditions.
20 Apr 2018business combination● NeutralMajor
Concho filed the registration statement (Form S-4) for the RSP merger on April 19, 2018, registering up to 51,015,727 Concho shares for RSP holders at 0.320 per RSP share, based on 159,424,148 RSP shares outstanding. The meeting dates are still blank, and both boards unanimously recommend the deal. Concho shareholders will vote on the share issuance, and the merger cannot close without that vote. At Concho's March 27 closing price the offer was worth about $50.24 per RSP share.
28 Mar 2018business combination● Neutral
On March 28, 2018 Concho and RSP issued a joint press release and Concho gave an investor presentation on the RSP merger agreement signed the day before. The visible text carries only the announcement and legal boilerplate; the press release and presentation figures sit in exhibits that are not shown here.
28 Mar 2018business combination● NeutralMajor
On March 27, 2018 Concho agreed to buy RSP Permian in an all-stock merger: each RSP share converts into 0.320 Concho shares. It needs approval from both companies' shareholders and antitrust clearance, and either side can walk away if it has not closed by Oct 31, 2018; break fees are $350 million (payable by Concho) or $250 million (payable by RSP) in specified cases. Existing Concho holders would be diluted by the new shares issued to RSP holders (inference from the share exchange).
26 Sept 2017debt financing● Neutral
Concho closed its sale of $1.0 billion of 3.750% notes due 2027 and $800 million of 4.875% notes due 2047 on Sept 26, 2017, as expected when priced on Sept 13. This resolves the open question on the notes closing; the filing itself does not report the 5.5% notes tender results.
14 Sept 2017material agreement● NeutralMajor
On Sep 13, 2017 Concho agreed to sell $1.8 billion of new senior notes: $1.0 billion of 3.750% notes due 2027 and $800 million of 4.875% notes due 2047, with closing expected Sep 26, 2017. Proceeds, plus cash and credit facility borrowings, are to fund the tender offer for its 5.5% notes due 2022 and 2023, and redeem any left over. This swaps older 5.5% debt for new debt, continuing the earlier notes.
13 Apr 2017debt financing● Neutral
On Apr 12, 2017 Concho amended its credit agreement: the borrowing base rose from $2.8 billion to $3.0 billion, maturity was extended from May 9, 2019 to May 9, 2022, and lender commitments fell from $2.5 billion to $2.0 billion. The ratings floor ending the 'Investment Grade Period' also moved down (Moody's Ba1 to Ba2, S&P BB+ to BB). This continues the credit facility amended in 2015.
24 Jan 2017material agreement● NeutralMajor
On Jan 19, 2017 Concho agreed to sell its Class A units of Alpha Holding Company to Plains Pipeline for about $800 million, with the buyer separately buying the Class B units from Frontier Midstream Solutions. If Concho exercises its option to buy the Class B units first, the whole sale would be about $1.215 billion, with Concho expecting similar net proceeds. Closing is expected in the first half of 2017, subject to conditions including antitrust approval.
28 Dec 2016debt financing● Neutral
Concho completed the $600 million 4.375% Senior Notes due Jan 15, 2025 sale on Dec 28, 2016, under a tenth supplemental indenture. The notes are unsecured, guaranteed by its subsidiaries, callable from Jan 15, 2020, and first interest is due July 15, 2017. This closes the offering agreed on Dec 13.
14 Dec 2016material agreement● Neutral
Concho agreed on Dec 13, 2016 to sell $600 million of 4.375% senior unsecured notes due 2025 at par, guaranteed by its significant subsidiaries, with closing expected Dec 28, 2016. The filing does not state what the proceeds will be used for.
21 Nov 2016capital raising announcement● NeutralMajor
On Nov 19, 2016 Concho's subsidiary agreed to buy northern Delaware Basin oil and gas assets from an undisclosed seller, paying partly with 2,177,300 Concho shares at $128.60 (about $280.0 million in value). Closing is expected in January 2017. This is a new acquisition, separate from the Reliance deal; the filing gives no total price or other terms.
18 Aug 2016material agreement● NeutralMajor
Concho priced its share offering at 10,350,000 shares (including the underwriters' full option of 1,350,000 shares, up from the 9,000,000 announced), with expected net proceeds of about $1,327.4 million and closing scheduled Aug 19, 2016. Proceeds are meant to fund part of the cash for the Reliance deal and part of the redemption of the 7.0% Senior Notes due 2021, with any remainder for general corporate purposes. Existing shareholders are diluted by the new shares.
16 Aug 2016capital raising announcement● NeutralMajor
Concho agreed on Aug 15, 2016 to buy about 40,000 net acres in the Northern Midland Basin from Reliance for about $1.625 billion: $1,137.5 million in cash plus either $487.5 million in cash or 3,958,526 Concho shares (at $123.1519), with the company saying it expects to use the share option (option must be exercised by Aug 29, 2016). Closing is expected in the second half of 2016; an $81.25 million deposit may be forfeited if it fails. Concho also launched a 9,000,000-share public offering to help pay for it, though that offering does not depend on the deal closing. This follows the Jan 2016 purchase from an unnamed seller.
19 Jan 2016capital raising announcement● NeutralMajor
On January 14, 2016 Concho's subsidiary COG Operating agreed to buy oil and gas properties from an unnamed seller, paying partly with 2,213,895 new Concho shares valued at $90.34 each (the 30-day average price), roughly $200 million of stock by simple multiplication. The deal is expected to close in the first quarter of 2016; the filing does not name the seller, describe the assets or give the cash portion of the price.
2 Oct 2015material agreement● NeutralMajor
On September 30, 2015 Concho agreed to a public sale of up to 8,855,000 shares, including a 1,155,000-share option the underwriters exercised in full on October 1; net proceeds are expected to be about $794 million, closing October 6, 2015. The money is to repay all credit-facility borrowings, which were used in part for recent acquisitions, and for general corporate purposes including possible acquisitions. It is the second share offering in this period and adds shares for existing holders (dilution).