CONCHO RESOURCES INC

CONCHO RESOURCES INC terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

CONCHO RESOURCES INC's exchange filed to remove a class of its securities from listing.

listing compliance notice

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 Its credit facility was terminated and paid off in full, its NYSE listing is being withdrawn (trading stops before the January 19 open), and it intends to file to suspend its SEC reporting.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.

business combination

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.

business combination

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).

business combination

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.

material agreement

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.

asset acquisition disposition

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.

debt financing

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.

material agreement

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.

business combination

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.

business combination

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.

business combination

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.

business combination

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).

business combination

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.

material agreement

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.

material agreement

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.

capital raising announcement

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.

material agreement

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.

capital raising announcement

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.

capital raising announcement

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).

material agreement

On February 26, 2015 Concho agreed to sell 6,900,000 new shares in a public offering, expecting about $741.2 million net, closing March 4, 2015. The money is meant to repay all outstanding credit-facility borrowings and for general corporate purposes, which may include drilling and acquisitions. It adds shares for existing holders (dilution) while cutting bank debt.

material agreement

On May 12, 2014 Concho agreed to an underwritten public sale of up to 7,475,000 shares of common stock, including 975,000 shares the underwriters could buy extra; they exercised that option in full on May 13. Closing was expected May 16, 2014. The filing gives no proceeds figure or stated use, only that credit-facility lender affiliates among the underwriters will receive part of the proceeds. This adds new shares for existing holders (dilution), the first stock offering in this record since the 2010 private placements.

material agreement

Concho agreed on May 20, 2013 to sell an extra $850 million of its 5.5% Senior Notes due 2023 (on top of the $700 million issued in August 2012), priced at 103.750% of face for a yield to worst of 4.884%; closing is expected June 4, 2013. The proceeds are to fund a tender offer for all of the $300 million 8.625% notes due 2017, with any not tendered intended (not required) to be redeemed. This is the first filing to state a use of proceeds for a note offering, and it swaps higher-interest debt for lower-interest debt. The filing also says some underwriter affiliates that lend under the credit facility will receive part of the proceeds.

debt financing

Concho amended its credit agreement again (Eleventh Amendment, April 15, 2013): the $4.0 billion cap on unsecured notes and the borrowing-base cut for later note issues are removed. It also allows restricted payments up to $250 million plus 50% of net income and 66 2/3% of new stock proceeds from January 1, 2013, and loosens hedging limits. The $3.0 billion borrowing base and $2.5 billion commitments were kept.

debt financing

Concho sold $700 million of 5.5% Senior Notes due April 1, 2023 in a public offering, closing August 17, 2012. They are unsecured and guaranteed by subsidiaries. The filing says some underwriters' affiliates are credit facility lenders and will receive part of the proceeds; it does not state the use of proceeds beyond that. (Inference: this may relate to the borrowings used for Three Rivers, but the filing does not say so.)

debt financing

Concho closed the Three Rivers acquisition on July 2, 2012 for about $1.0 billion in cash, funded with credit facility borrowings, resolving the thread opened in May. The properties are in the Permian Basin of West Texas and Southeast New Mexico, including positions in the northern Delaware Basin, the Midland Basin Wolfberry and the emerging southern Midland Basin Wolfcamp and Cline shale plays.

asset acquisition disposition

Concho agreed on May 11, 2012 to buy all of Three Rivers Operating Company's oil and gas properties for about $1.0 billion in cash, to be funded with credit facility borrowings. Closing is expected on or before July 2, 2012, subject to due diligence, regulatory approval and other conditions, and Concho can walk away if defects and casualty losses exceed $150 million.

material agreement

Concho sold $600 million of 5.5% Senior Notes due October 1, 2022 in a public offering, closing March 12, 2012; this follows the shelf registration and prospectus filings of March 7-8. The notes are unsecured and guaranteed by its subsidiaries. The filing says underwriters' affiliates that lend under the credit facility will receive part of the proceeds; it does not otherwise state how the proceeds will be used.

debt financing

Concho completed a public offering of $600 million of 6.5% Senior Notes due January 15, 2022 on May 23, 2011, guaranteed by its subsidiaries, with interest paid each January 15 and July 15 starting January 15, 2012. Certain underwriters' affiliates are credit-facility lenders and will receive part of the net proceeds; the filing does not state a specific use. It follows the December 2010 $600 million 7.0% notes and uses room created by the April 2011 credit amendment, which raised the notes cap to $1.9 billion.

debt financing

A Sixth Amendment to the credit agreement, dated April 25, 2011, extended maturity from July 31, 2013 to April 25, 2016 and raised the borrowing base from $2.0 billion to $2.5 billion. Interest spreads were lowered (Eurodollar 1.50%-2.50%, down from 2.00%-3.00%) and the cap on senior unsecured notes rose from $900 million to $1.9 billion, with no borrowing-base reduction for notes issued before May 1, 2012. The commitment size remains $2.0 billion, with the ability to grow to $2.5 billion if lenders agree. It also eases leverage-ratio and hedging rules around acquisitions.

debt financing

Concho completed a public offering of $600 million of 7.0% Senior Notes due January 15, 2021 on December 14, 2010, guaranteed by its subsidiaries and issued under the 2009 indenture. Interest is paid each January 15 and July 15, starting July 15, 2011. Certain underwriters' affiliates are credit-facility lenders and will receive part of the net proceeds; the filing does not state a specific use of proceeds. This adds to the $300 million 8.625% notes due 2017 and uses the higher notes cap set by the Fifth Amendment.

debt financing

On December 8, 2010 Concho agreed an underwritten public offering of 2,875,000 common shares with Goldman Sachs as representative, closing scheduled for December 14, 2010. This adds more shares after the October private placement, diluting holders further. Certain underwriters' affiliates are credit-facility lenders and will receive part of the proceeds. A Fifth Amendment to the credit agreement raised the cap on senior unsecured notes from $800 million to $900 million and waived the usual borrowing-base reduction for senior notes issued from December 7, 2010 until the next redetermination.

debt financing

Concho closed the Marbob Energy acquisition on October 7, 2010 for aggregate consideration of about $1.3 billion (down from the ~$1.65 billion announced in July; the filing does not explain the difference), plus about $32 million for extra non-operated interests. Payment was about $1.1 billion cash, 1,103,752 shares at $45.30 to one seller, and a $150 million 8% unsecured note due October 7, 2018. The $300 million private placement of 6,622,517 shares at $45.30 closed alongside it, so existing holders are diluted, and Concho agreed to file a resale registration within 90 days. The credit facility's borrowing base and commitments rose from $1.2 billion to $2.0 billion, about $900 million was newly borrowed to close, and the cap on senior unsecured notes rose from $600 million to $800 million. The acquired Permian Basin acreage in Southeast New Mexico sits next to Concho's Yeso play and includes a position in the Bone Spring play. Executives also received restricted stock vesting October 7, 2014 (Leach 109,250 shares; four other senior officers 21,850 each). Financial statements for the acquired assets are promised by December 27, 2010.

asset acquisition disposition

Concho agreed to buy substantially all the oil and gas assets of Marbob Energy and affiliates (Pitch, Costaplenty, John R. Gray LLC) for about $1.65 billion: $1.45 billion cash, a $150 million 8% unsecured note due eight years after closing, and 1,103,752 shares at $45.30 to Pitch. It plans to fund the cash with a $300 million private placement of 6,622,517 shares at $45.30 plus its credit facility (an amendment is still to be arranged, backed by lender commitments). Closing is expected by November 30, 2010; Concho can terminate if title and environmental defects exceed $51.5 million, paying a $20 million fee. This is far larger than the $225 million Terrace deal in 2009, and the new shares will dilute existing holders.

capital raising announcement

Concho amended its credit agreement again, raising the borrowing base from $955.9 million to $1.2 billion and lender commitments from $960 million to $1.2 billion. It also lets lenders reduce the base by less than $0.30 per dollar of senior notes issued, lifts the cap on senior unsecured notes from $300 million to $600 million, and raises the hedging limit to 100% of estimated production for the next two years. This builds on the earlier 2009 amendments and the $300 million notes.

debt financing

Concho agreed with Merrill Lynch, J.P. Morgan and UBS to sell up to 5,347,500 new common shares in a public offering, including 697,500 over-allotment shares that the underwriters exercised in full on January 27, 2010. Closing was scheduled for February 1, 2010. The filing gives no price or proceeds figure, and does not state what the proceeds will be used for beyond noting that some underwriter affiliates that are credit facility lenders will receive part of them. The new shares dilute existing holders.

material agreement

Concho, through its subsidiary COG Operating LLC, agreed to buy interests in producing and non-producing Wolfberry trend assets in the Permian Basin from Terrace Petroleum Corporation and others for up to $225 million, with closing expected around December 18, 2009. Its final ownership will be between about 20% and 100% depending on whether third parties exercise participation rights, and the price can be reduced for title or environmental defects found in due diligence.

material agreement

Concho completed the $300 million 8.625% Senior Notes due 2017 offering announced days earlier, maturing October 1, 2017, with interest paid each April 1 and October 1. About $287 million of net proceeds goes to repaying credit facility borrowings. Lenders holding about 95.4% of the borrowing base waived most of the automatic reduction, so the base fell only about $4.1 million (instead of $90 million) to $955.9 million.

debt financing

Concho agreed with underwriters led by J.P. Morgan Securities to sell $300 million of 8.625% Senior Notes due 2017, guaranteed by its subsidiaries. It expects about $287.0 million in net proceeds, to be used to repay part of its credit facility borrowings; closing was scheduled for September 18, 2009.

material agreement