RSP Permian, Inc.

RSP Permian, Inc. terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

RSP Permian, Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

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terminated and paid off in full, all its 6.625% 2022 and 5.25% 2025 senior notes were redeemed, the NYSE listing was withdrawn (trading ceased before the open on July 19), and all prior directors left, with Timothy Leach as sole director and new Concho-linked officers.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.

business combination

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.

business combination

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.

business combination

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.

business combination

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.

business combination

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.

debt financing

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).

debt financing

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.

debt financing

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.

asset acquisition disposition

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).

material agreement

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.

capital raising announcement

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.

material agreement

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.

material agreement

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.

production update

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.

material agreement

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.

debt financing

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).

material agreement

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.

debt financing

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.

material agreement

The $500 million 6.625% senior notes due October 1, 2022 were issued on September 26, 2014, guaranteed by subsidiary RSP Permian, L.L.C., with net proceeds of about $488.6 million. About $342.5 million repays credit facility borrowings and the rest is for general corporate purposes. The notes rank behind the secured credit facility and carry restrictions on debt, dividends, asset sales and other actions; RSP also agreed to register exchange notes with the SEC within 360 days.

debt financing

On September 23, 2014 RSP agreed to sell $500 million of 6.625% senior unsecured notes due 2022 at par to initial purchasers led by Barclays and RBC, for net proceeds of about $488.6 million. The press release says this was $50 million larger than first announced and that proceeds go to repay credit facility borrowings, with the balance for general corporate purposes. This is the senior notes issue anticipated in the August facility amendment.

debt financing

On August 29, 2014 RSP closed the Glasscock County acquisition announced in July, paying about $257 million in cash (subject to post-closing adjustments), funded from cash on hand and credit facility borrowings. The same day the credit facility was amended: borrowing base raised from $375 million to $500 million, total lender commitments from $500 million to $1 billion, maturity extended to August 29, 2019, and the company permitted to issue senior notes.

asset acquisition disposition

RSP and selling stockholders sold 11,500,000 shares at $25.65 each (including a fully exercised 1.5 million-share extra allotment), closing August 12, 2014. RSP itself sold 4,791,667 shares for about $117.8 million net, to repay credit facility debt, while selling stockholders sold 6,708,333 shares and RSP got none of that money. The new shares add to the share count, and this is the equity funding flagged in the July acquisition announcement.

material agreement

RSP's subsidiary agreed on July 22, 2014 to buy producing properties and undeveloped acreage in Glasscock County, Texas, from four sellers (Adventure Exploration Partners II, Alpine Oil, JM Cox Resources and D.R.E. Interests) for $249.9 million in cash, with closing expected August 29, 2014. The press release describes a larger approximate $259 million total across separate transactions, to be funded by credit facility borrowings and possible equity sales, and builds on the Glasscock acreage RSP acquired in the first quarter of 2014.

material agreement

the New York Stock Exchange certified RSP Permian, Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice