30 July 2018listing compliance notice▼ BadMajor
RSP Permian, 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 July 2018listing compliance notice● NeutralMajor
RSP Permian, Inc.'s exchange filed to remove a class of its securities from listing.
19 July 2018business combination● NeutralMajor
Concho completed its acquisition of RSP on July 19, 2018: Merger Sub merged into RSP, which survives as a wholly owned Concho subsidiary, and each RSP share was converted into 0.320 of a Concho share. This closes the merger pending since March 2018. RSP's credit facility was terminated and paid off in full, all its 6.625% 2022 and 5.25% 2025 senior notes were redeemed, the NYSE listing was withdrawn (trading ceased before the open on July 19), and all prior directors left, with Timothy Leach as sole director and new Concho-linked officers. RSP intends to file a Form 15 to suspend its reporting obligations. Steve Gray signed a 12-month non-compete with Concho, which will pay him $425,000.
7 June 2018business combination● NeutralMajor
RSP filed its definitive joint proxy statement with Concho, asking RSP holders at the July 17, 2018 meeting to adopt the merger agreement and to give a non-binding advisory vote on merger-related pay for named executive officers. Each RSP share would convert into 0.320 Concho share, worth about $50.24 at Concho's March 27, 2018 close; the letter gives a figure of about $7.0 billion for the merger consideration at the May 31 price. Both boards unanimously recommend voting for. The Concho holders vote on the same day on issuing the shares.
4 June 2018business combination● Neutral
RSP announced that its special stockholder meeting on the Concho merger will be held July 17, 2018 at 10:00 a.m. Central in Dallas, for holders of record as of June 1, 2018. It sets the date for the vote that the merger requires.
23 May 2018business combination● Neutral
RSP set June 1, 2018 as the record date for the special stockholder meeting to vote on the Concho merger; only holders of record that day can vote. This is a procedural step toward the stockholder approval the merger requires.
21 May 2018debt financing▲ Good
On May 16, 2018, RSP and its lenders (JPMorgan Chase as agent) signed a Second Amendment to the December 2016 credit agreement. Interest margins fall to 125-225 bps (Eurodollar) and 25-125 bps (alternate base rate) while leverage is under 3.0 to 1.0, reverting to the prior 150-250 and 50-150 bps ranges at or above that level; the borrowing base stays at $1.5 billion. This follows the October 2017 amendment that raised the base to $1.5 billion; the filing does not state the drawn amount.
30 Apr 2018business combination▲ GoodMajor
The U.S. Federal Trade Commission granted early termination of the antitrust waiting period (Hart-Scott-Rodino) for Concho's planned acquisition of RSP on April 27, 2018, clearing one of the pending conditions. Closing is now expected in the third quarter of 2018 and still needs RSP and Concho stockholder approval and other customary conditions; Concho filed its S-4 on April 20, 2018.
28 Mar 2018business combination● Neutral
RSP and Concho publicly announced the merger signed the day before, with a joint press release and investor presentation. The release values the all-stock deal at about $9.5 billion including RSP's net debt, at 0.320 Concho shares per RSP share, with both boards approving unanimously. It adds no new terms beyond the merger agreement filing.
28 Mar 2018business combination● NeutralMajor
RSP agreed to be acquired by Concho Resources in an all-stock merger: each RSP share converts into 0.320 Concho shares, and RSP becomes a wholly owned subsidiary of Concho. It needs approval from both companies' stockholders, antitrust clearance and other conditions, with an October 31, 2018 end date; a $250 million fee is payable by RSP and $350 million by Concho in specified termination cases. RSP shareholders would end up holding Concho shares rather than RSP shares, if it closes.
23 Oct 2017debt financing▲ Good
RSP amended its December 2016 JPMorgan-led credit agreement, raising the borrowing base from $1.1 billion to $1.5 billion and cutting interest margins (Eurodollar loans from 200-300 to 150-250 basis points above the reference rate). This means more borrowing capacity at lower cost; the filing does not state how much is drawn.
18 Sept 2017business combination● Neutral
RSP filed a registration statement offering to swap the $450 million 5.25% notes due 2025 issued in December 2016 for identical notes registered with the SEC and freely tradable. RSP receives no proceeds and the terms are unchanged; this fulfils the exchange offer registration noted when the notes were issued.
23 May 2017material agreement● Neutral
The Silver Hill sellers (who received RSP shares in the SHEP I and SHEP II acquisitions) agreed to sell 15,000,000 RSP shares through Merrill Lynch at $38.78 per share, and the underwriter exercised its option for 2,250,000 more on May 23, 2017. RSP receives none of the proceeds; after the sale the sellers will own about 6.7% of the company. This follows the May 18-22 prospectus supplements and confirms the SHEP II deal closed on March 1, 2017.
26 Jan 2017business combination● NeutralMajor
RSP Permian filed its definitive proxy statement for a special stockholder meeting on February 24, 2017 (record date January 19, 2017). Holders are asked to approve issuing 16,019,638 shares to the SHEP II seller as part of the SHEP II deal, which also includes $645,953,143 in cash, both subject to adjustments. Together with the 14,980,362 shares already issued for SHEP I, this is about 30.5% of voting power as of October 13, 2016, which is why a vote is needed. The board unanimously recommends voting for it. If holders vote no, the company pays cash instead of shares and the acquisition still closes. The proxy includes a fairness opinion from RBC Capital Markets. This continues the open vote thread.
27 Dec 2016debt financing● NeutralMajor
RSP Permian closed the $450 million 5.25% senior notes due January 15, 2025 on December 27, 2016, with net proceeds of about $443.9 million intended to partly fund the SHEP II acquisition. Interest is paid each January 15 and July 15 starting July 15, 2017, and the notes are guaranteed by RSP Permian, L.L.C. and Silver Hill Energy Partners, LLC. They are unsecured, so they rank behind the secured credit facility. The company must register an exchange offer for the notes, aiming for effectiveness within 360 days. This completes the pricing announced December 12.
21 Dec 2016debt financing● NeutralMajor
On December 19, 2016, RSP Permian signed a new credit agreement with JPMorgan Chase as agent, maturing December 19, 2021. The initial borrowing base is $950 million with $900 million of commitments elected, secured on substantially all of the company's and borrower's properties and guaranteed by the company and certain subsidiaries including Silver Hill Energy Partners, LLC. Covenants require a working capital ratio of at least 1.0 and a leverage ratio of no more than 4.25 to 1.0. The filing does not say whether it replaces the earlier Comerica-led facility; the December 27 notes filing refers to a JPMorgan and Comerica facility, which suggests it does (inference).
13 Dec 2016debt financing● NeutralMajor
RSP Permian agreed on December 12, 2016 to sell $450 million of 5.25% senior unsecured notes due 2025 at par to Barclays and RBC as initial purchasers, for net proceeds of about $443.9 million. The deal was upsized by $100 million from the amount first announced, and the money is meant to partly fund the SHEP II acquisition. The notes are to be guaranteed by RSP Permian, L.L.C. and Silver Hill Energy Partners, LLC, and closing was expected December 27, 2016. This adds debt alongside the $700 million of 6.625% notes already outstanding.
28 Nov 2016asset acquisition disposition● NeutralMajor
RSP Permian completed the first part of its Silver Hill deal on November 28, 2016, buying Silver Hill Energy Partners, LLC (SHEP I) for about $1.2 billion: $604 million in cash (net of adjustments, including retiring SHEP I's debt) and 14,980,362 new shares. The registration rights and Kayne Anderson stockholders agreements announced on October 13 took effect at closing. This continues the October acquisition; the second part (SHEP II) is still expected in Q1 2017 and needs a stockholder vote on the share issuance, for which a proxy statement is planned.
18 Oct 2016material agreement● NeutralMajor
RSP Permian agreed with Barclays to sell 22,000,000 shares at $39.75 ($38.6071875 net). The underwriters took their full 3,300,000-share option, making 25,300,000 shares and about $976.8 million of net proceeds, with closing expected October 19, 2016. This is larger than the 20,000,000-share offering announced on October 13. The money is meant to fund the cash portion of the SHEP acquisitions. It issues new shares to the public, diluting existing holders (inference).
13 Oct 2016capital raising announcement● NeutralMajor
RSP Permian agreed to buy Silver Hill Energy Partners (SHEP I and SHEP II, sellers affiliated with Kayne Anderson) for $2.4 billion at closing: $1.25 billion in cash and about 31.0 million new shares. SHEP I is expected to close in Q4 2016. SHEP II is expected to close in Q1 2017, needs shareholder approval of the share issuance, and is conditioned on SHEP I closing. If approval is not obtained by March 1, 2017, the cash price rises. After closing, existing holders would own about 76.6% and the sellers about 23.3% of roughly 132.6 million fully diluted shares. The sellers would be subject to a standstill capping them at 29.9% for up to two years. The company also announced an underwritten offering of 20,000,000 shares (plus a 3,000,000-share option), which is not part of the 31.0 million issued to the sellers.
2 Feb 2016business combination● Neutral
RSP Permian filed a registration statement for an offer to swap up to $200 million of the unregistered 6.625% senior notes due 2022 issued August 10, 2015 for identical registered notes. The new notes are freely tradable and fungible with the original $500 million. The company gets no proceeds, and the expiry date is blank. This is the exchange offer promised in the August 2015 registration rights agreement for the add-on notes.
23 Nov 2015material agreement● NeutralMajor
On November 17, 2015, RSP Permian's subsidiary closed the Wolfberry acquisition for about $137.0 million, subject to customary post-closing adjustments. The properties are in Midland and Martin Counties, Texas, and RSP will operate them 100%. This completes the deal first floated in the October letter of intent. Directors Collins and Wallace are members and managers of the seller, so it is a related-party deal. The subsidiary also signed a surface use agreement with Collins & Wallace Holdings, LLC, which is owned equally by Collins and a Wallace family partnership.
13 Oct 2015material agreement● NeutralMajor
RSP Permian agreed with Goldman Sachs to sell 7,600,000 new shares at $25.50 ($24.98 net). The underwriters took up their full 1,140,000-share option, making 8,740,000 shares and about $218.1 million of net proceeds. The money is first meant to fund part of the possible Wolfberry acquisition, with the rest for general corporate purposes. This resolves the underwriters' option question for this offering and issues new shares, diluting existing holders (inference). The filing's closing and signature dates read August 13, 2015, which does not fit an October 7, 2015 agreement.
7 Oct 2015production update▲ GoodMajor
RSP Permian said it signed a letter of intent (not yet a binding purchase agreement) on October 6, 2015 to buy Midland Basin acreage and producing wells from Wolfberry Partners Resources for about $137.0 million in cash. $60.0 million is due at closing and the rest within nine months, with interest at the greater of 2.1% or LIBOR plus 1.5%. Directors Ted Collins Jr. (about 40.9%) and Michael Wallace (about 30.7%, through a family partnership) own large stakes in the seller, so the disinterested directors are evaluating it and have hired an adviser for a fairness opinion. The company also reported that the August-September 2015 acquisitions total about 6,600 net surface acres for about $313.0 million, and that third-quarter 2015 production is expected at 23,500-24,000 Boe/d (about 75% oil), up 18%-21% from 19,879 Boe/d in the second quarter. It also raised its internal well-performance estimates for three zones.
25 Aug 2015material agreement▲ GoodMajor
RSP Permian closed its bolt-on Midland Basin acquisitions for about $274 million in cash (5,704 net surface acres, 162 net horizontal drilling locations, 100% operated, over 85 million Boe resource potential by company estimate), and its subsidiary signed a fourth credit facility amendment raising the borrowing base from $500 million to $600 million. The company says nothing is drawn on the facility, and the next redetermination is in May 2016; the amendment also allows up to $150 million of deferred purchase price debt.
12 Aug 2015debt financing● NeutralMajor
The $200 million of additional 6.625% senior notes due 2022 closed on August 10, 2015, with net proceeds of about $196.2 million, issued under the existing September 2014 indenture so they form one class with the original $500 million (total $700 million). The company also agreed to register exchange notes with the SEC, aiming for effectiveness within 270 days of issuance and paying special interest if it misses the deadlines.
7 Aug 2015material agreement● NeutralMajor
On August 4, 2015 RSP Permian agreed with Goldman Sachs to sell 7,000,000 new shares at $22.50 ($22.19 net), with a 30-day option for up to 1,050,000 more. This is the equity offering referenced as funding the Martin and Glasscock acquisitions, and it issues new shares to the public, diluting existing holders' percentage ownership (inference).
6 Aug 2015debt financing● NeutralMajor
RSP Permian priced a private sale of $200 million more of its 6.625% senior notes due 2022 at 99.25% of face, for net proceeds of about $196 million, on top of the existing $500 million. Proceeds, together with an equity offering estimated at about $157.5 million, are meant to fund part of roughly $274 million of Martin and Glasscock county acquisitions, including repaying $50.0 million drawn on the credit facility for that purpose, with the remainder for general corporate purposes.
19 June 2015business combination● Neutral
RSP Permian filed a registration statement to let holders swap the $500 million of 6.625% senior notes due 2022 (issued September 26, 2014) for identical notes registered with the SEC. The terms are the same apart from removal of transfer restrictions, and the company receives no proceeds. This is the exchange offer the company owed after the 2014 note sale; the exchange expiry date is blank in the draft.
23 Mar 2015material agreement● NeutralMajor
RSP Permian signed an underwriting agreement with Barclays on March 17, 2015 to sell 5,000,000 new shares itself and 4,000,000 shares for selling stockholders at $25.80 each ($25.65 net of discounts), with 30-day options for up to 750,000 and 600,000 more shares respectively. This is the offering run off the shelf registration filed that week; the 8-K does not state how the company will use its proceeds, and the new company shares add to the share count.