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): March 28, 2018
Concho Resources Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 001-33615 | 76-0818600 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
One Concho Center 600 West Illinois Avenue Midland, Texas |
79701 | |
(Address of Principal Executive Offices) | (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):
☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On March 27, 2018, Concho Resources Inc., a Delaware corporation (the Company), entered into an Agreement and Plan of Merger (the Merger Agreement) with RSP Permian, Inc., a Delaware corporation (RSP), and Green Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (Merger Sub), pursuant to which, subject to the satisfaction or waiver of certain conditions, Merger Sub will merge with and into RSP (the Merger), with RSP surviving the Merger as a wholly owned subsidiary of the Company.
On March 28, 2018, the Company and RSP issued a joint press release announcing the execution of the Merger Agreement. The press release is attached hereto as Exhibit 99.1.
On March 28, 2018, the Company provided supplemental information regarding the Merger in connection with a presentation to investors. A copy of the investor presentation is attached hereto as Exhibit 99.2.
The information in this Item 7.01 of Form 8-K (including Exhibit 99.1 and Exhibit 99.2) shall not be deemed to be filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
Item 7.01 above is incorporated by reference in this Item 8.01.
No Offer or Solicitation
This communication relates to a proposed business combination transaction (the Transaction) between RSP Permian, Inc. (RSP) and Concho Resources Inc. (Concho). This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
In connection with the Transaction, Concho will file with the U.S. Securities and Exchange Commission (SEC) a registration statement on Form S-4, that will include a joint proxy statement of RSP and Concho that also constitutes a prospectus of Concho. RSP and Concho may also file other documents with the SEC regarding the Transaction. The definitive joint proxy statement/prospectus will be sent to the stockholders of Concho and RSP. This document is not a substitute for the registration statement and joint proxy statement/prospectus that will be filed with the SEC or any other documents that Concho or RSP may file with the SEC or send to stockholders of Concho or RSP in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF RSP AND CONCHO ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.
Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and all other documents filed or that will be filed with the SEC by Concho or RSP through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by RSP will be made available free of charge on RSPs website at http://www.rsppermian.com under the heading SEC Filings or by contacting RSPs Investor Relations Department by phone at 214-252-2700. Copies of documents filed with the SEC by Concho will be made available free of charge on Conchos website at http://www.concho.com/investors or by contacting Conchos Investor Relations Department by phone at 432-221-0477.
Participants in Solicitation
Concho, RSP and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Conchos common stock and RSPs common stock in respect to the Transaction.
Information regarding RSPs directors and executive officers is contained in the proxy statement for RSPs 2017 Annual Meeting of Stockholders filed with the SEC on April 28, 2017 and in the other documents filed after the date thereof by RSP with the SEC. You can obtain a free copy of this document at the SECs website at www.sec.gov or by accessing RSPs website at http://www.rsppermian.com. Information regarding Conchos executive officers and directors is contained in the proxy statement for Conchos 2017 Annual Meeting of Stockholders filed with the SEC on April 5, 2017 and in the other documents filed after the date thereof by Concho with the SEC. You can obtain a free copy of this document at the SECs website at www.sec.gov or by accessing Conchos website at http://www.concho.com/investors.
Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the Transaction by reading the joint proxy statement/prospectus regarding the Transaction when it becomes available. You may obtain free copies of this document as described above.
Forward-Looking Statements and Cautionary Statements
The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that Concho or RSP expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as estimate, project, predict, believe, expect, anticipate, potential, create, intend, could, may, foresee, plan, will, guidance, look, outlook, goal, future, assume, forecast, build, focus, work, continue or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the Transaction, pro forma descriptions of the combined company and its operations, integration and transition plans, synergies, opportunities and anticipated future performance. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction that could reduce anticipated benefits or cause the parties to abandon the Transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the possibility that stockholders of Concho may not approve the issuance of new shares of common stock in the Transaction or that stockholders of RSP may not approve the merger agreement, the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the Transaction, the risk that any announcements relating to the Transaction could have adverse effects on the market price of Conchos common stock or RSPs common stock, the risk that the Transaction and its announcement could have an adverse effect on the ability of Concho and RSP to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk the pending Transaction could distract management of both entities and they will incur
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substantial costs, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or it may take longer than expected to achieve those synergies and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond Conchos or RSPs control, including those detailed in Conchos annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at http://www.concho.com and on the SECs website at http://www.sec.gov, and those detailed in RSPs annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on RSPs website at http://www.rsppermian.com and on the SECs website at http://www.sec.gov. All forward-looking statements are based on assumptions that Concho or RSP believe to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and Concho and RSP undertake no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
Cautionary Statements Regarding Resource
Concho may use the term resource potential and similar phrases to describe estimates of potentially recoverable hydrocarbons that SEC rules prohibit from being included in filings with the SEC. These are based on analogy to Conchos existing models applied to additional acres, additional zones and tighter spacing and are Conchos internal estimates of hydrocarbon quantities that may be potentially discovered through exploratory drilling or recovered with additional drilling or recovery techniques. These quantities may not constitute reserves within the meaning of the Society of Petroleum Engineers Petroleum Resource Management System or SEC rules. Such estimates and identified drilling locations have not been fully risked by Concho management and are inherently more speculative than proved reserves estimates. Actual locations drilled and quantities that may be ultimately recovered from Conchos interests could differ substantially from these estimates. There is no commitment by Concho to drill all of the drilling locations that have been attributed to these quantities. Factors affecting ultimate recovery include the scope of Conchos ongoing drilling program, which will be directly affected by the availability of capital, drilling and production costs, availability of drilling services and equipment, drilling results, lease expirations, transportation constraints, regulatory approvals, actual drilling results, including geological and mechanical factors affecting recovery rates, and other factors. Such estimates may change significantly as development of Conchos oil and natural gas assets provide additional data. Conchos production forecasts and expectations for future periods are dependent upon many assumptions, including estimates of production decline rates from existing wells and the undertaking and outcome of future drilling activity, which may be affected by significant commodity price declines or drilling cost increases or other factors that are beyond Conchos control. Conchos use of the term premium resource refers to assets with the capacity to produce at an internal rate of return that is greater than thirty-five percent based on fifty-five dollar oil and three dollar gas.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description | |
99.1 | Joint Press Release issued by Concho Resources Inc. and RSP Permian, Inc., dated March 28, 2018. | |
99.2 | Investor Presentation. |
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INDEX TO EXHIBITS
Exhibit Number |
Description | |
99.1 | Joint Press Release issued by Concho Resources Inc. and RSP Permian, Inc., dated March 28, 2018. | |
99.2 | Investor Presentation. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CONCHO RESOURCES INC. | ||||||||
By: | /s/ Travis L. Counts | |||||||
Name: | Travis L. Counts | |||||||
Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||||
Date: March 28, 2018 |
Exhibit 99.1
Concho Resources Inc. to Acquire RSP Permian, Inc. in All-Stock Transaction
Transaction Creates Largest Unconventional Shale Producer in the Permian Basin
Midland, Texas and Dallas, Texas, March 28, 2018 Concho Resources Inc. (NYSE: CXO) and RSP Permian, Inc. (NYSE: RSPP) today announced they have entered into a definitive agreement under which Concho will acquire RSP in an all-stock transaction valued at approximately $9.5 billion, inclusive of RSPs net debt. The consideration will consist of 0.320 shares of Concho common stock for each share of RSP common stock. The transaction was unanimously approved by the board of directors of each company.
Highlights
| Large, highly-complementary acreage expands Conchos strategic portfolio in the Permian Basin to approximately 640,000 net acres |
| Reinforces leadership position as the premier Permian pure-play company and creates the largest crude oil and natural gas producer from unconventional shale in the Permian Basin |
| Combined company to run the largest drilling program in the Permian Basin with 27 rigs |
| Meaningfully expands premium resource base |
| Drives significant operational synergies through development optimization, shared infrastructure and capital efficiencies, with a present value of more than $2 billion |
| Expect to realize over $60 million in annual corporate level savings |
| Immediately accretive to key per-share metrics, including net asset value, earnings, cash flow and debt-adjusted growth |
| Expect to maintain investment grade credit ratings |
| Enhances Conchos three-year annualized production growth outlook within cash flow from operations |
Tim Leach, Chairman and Chief Executive Officer of Concho, commented, This transaction provides a compelling opportunity for both Concho and RSP shareholders to benefit from the strength of our combined company. The RSP team built an exceptional high-margin asset portfolio consistent with our playbook large, contiguous positions in the core of the Permian Basin. And they did so with a strategy of maximizing well performance and returns, which provides substantial running room for continuous development with large-scale projects. This combination allows us to consolidate premier assets that seamlessly fold into our drilling program, enhance our scale advantage and reinforce our leadership position in the Permian Basin, all while strengthening our platform for delivering predictable growth and returns. We look forward to welcoming RSPs employees as members of the Concho team.
Steve Gray, Chief Executive Officer of RSP, commented, I am extremely proud of the RSP team and the high-quality position we built in the Permian Basin. As RSP has grown and we have seen the resource play develop in the Permian, we have come to recognize that combining with a company with the scale, investment grade balance sheet and operational excellence of Concho will unlock even more value for shareholders. The combined company will have the vision and necessary financial strength to efficiently develop the tremendous resource potential of these assets with large-scale projects.
The acquisition will add approximately 92,000 net acres that strongly complement Conchos existing acreage position in the Permian Basin. The combined position will cover more than 640,000 net acres. In fourth-quarter 2017, production on RSPs assets totaled approximately 55.5 thousand barrels of oil equivalent (Boe) per day on a two-stream basis, of which approximately 80% was crude oil and 20% was natural gas. The transaction adds 2.2 billion Boe of resource potential, of which nearly two-thirds is premium resource.
The combined company will run the largest drilling and completion program in the Permian Basin. With a focused portfolio and substantial scale advantage, the benefits of this transaction are expected to drive corporate level savings and operational synergies by combining the complementary assets and the technical skills of both companys employees. Specific operational synergies include: asset optimization, directing capital to high-return manufacturing-style projects and utilizing shared infrastructure systems. The present value of corporate and operational synergies is expected to exceed $2 billion.
The acquisition is expected to be accretive in the first year to Conchos key per-share metrics, including net asset value, earnings, cash flow and debt-adjusted growth. In addition, the transaction is expected to enhance Conchos three-year outlook for annualized production growth on a capital program within cash flow from operations.
Transaction Details
Under the terms of the definitive merger agreement, shareholders of RSP will receive 0.320 shares of Concho common stock in exchange for each share of RSP common stock, representing consideration to each RSP shareholder of $50.24 per share based on the closing price of Concho common stock on March 27, 2018. The consideration represents an approximately 29% premium to RSPs closing price of $38.92 on March 27, 2018. Upon closing of the transaction, Concho shareholders will own approximately 74.5% of the combined company, and RSP shareholders will own approximately 25.5%. The resulting capital structure is consistent with Conchos long-term strategy of maintaining a strong financial position.
The transaction, which is expected to be completed in the third quarter of 2018, is subject to the approval of both Concho and RSP shareholders, the satisfaction of certain regulatory approvals and other customary closing conditions.
Upon closing, Conchos board will be expanded to 11 directors, to include one independent member of the RSP board. Concho will continue to be headquartered in Midland, Texas.
Advisors
Morgan Stanley & Co. LLC is acting as exclusive financial advisor to Concho, and Sullivan & Cromwell LLP and Gibson, Dunn & Crutcher LLP are acting as legal advisors to Concho. Tudor, Pickering, Holt & Co. is acting as exclusive financial advisor to RSP, and Vinson & Elkins LLP is acting as legal advisor to RSP.
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Investor and Analyst Conference Call
Concho will host a conference call for investors and analysts at 7:30 AM CT (8:30 AM ET) today, March 28, 2018, to discuss this transaction. The telephone number and passcode to access the conference call are provided below:
Dial-in: (844) 263-8298
Intl. dial-in: (478) 219-0007
Participant Passcode: 9329028
To access the live webcast and view the presentation for the call, visit Conchos website at www.concho.com. The replay will also be available on Conchos website under the Investors section.
Concho Resources Inc.
Concho is an independent oil and natural gas company engaged in the acquisition, development, exploration and production of oil and natural gas properties. Conchos operations are focused in the Permian Basin of Southeast New Mexico and West Texas. For more information, visit the Conchos website at www.concho.com.
RSP Permian, Inc.
RSP is an independent oil and natural gas company focused on the acquisition, exploration, development and production of unconventional oil and associated liquids-rich natural gas reserves in the Permian Basin of West Texas. The vast majority of RSPs acreage is located on large, contiguous acreage blocks in the core of the Midland and Delaware Basins, sub-basins of the Permian Basin.
No Offer or Solicitation
This communication relates to a proposed business combination transaction (the Transaction) between RSP Permian, Inc. (RSP) and Concho Resources Inc. (Concho). This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
In connection with the Transaction, Concho will file with the U.S. Securities and Exchange Commission (SEC) a registration statement on Form S-4, that will include a joint proxy statement of RSP and Concho that also constitutes a prospectus of Concho. RSP and Concho may also file other documents with the SEC regarding the Transaction. The definitive joint proxy statement/prospectus will be sent to the stockholders of Concho and RSP. This document is not a substitute for the registration statement and joint proxy statement/prospectus that will be filed with the SEC or any other documents that Concho or RSP may file with the SEC or send to stockholders of Concho or RSP in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF RSP AND CONCHO ARE URGED TO READ THE
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REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.
Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and all other documents filed or that will be filed with the SEC by Concho or RSP through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by RSP will be made available free of charge on RSPs website at http://www.rsppermian.com, under the heading SEC Filings, or by contacting RSPs Investor Relations Department by phone at 214-252-2790. Copies of documents filed with the SEC by Concho will be made available free of charge on Conchos website at http://www.concho.com/investors or by contacting Conchos Investor Relations Department by phone at 432-221-0477.
Participants in Solicitation
Concho, RSP and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Conchos common stock and RSPs common stock in respect to the Transaction.
Information regarding RSPs directors and executive officers is contained in the proxy statement for RSPs 2017 Annual Meeting of Stockholders filed with the SEC on April 28, 2017 and in the other documents filed after the date thereof by RSP with the SEC. You can obtain a free copy of this document at the SECs website at www.sec.gov or by accessing RSPs website at http://www.rsppermian.com. Information regarding Conchos executive officers and directors is contained in the proxy statement for Conchos 2017 Annual Meeting of Stockholders filed with the SEC on April 5, 2017 and in the other documents filed after the date thereof by Concho with the SEC. You can obtain a free copy of this document at the SECs website at www.sec.gov or by accessing Conchos website at http://www.concho.com/investors.
Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the Transaction by reading the joint proxy statement/prospectus regarding the Transaction when it becomes available. You may obtain free copies of this document as described above.
Forward-Looking Statements and Cautionary Statements
The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that Concho or RSP expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as estimate, project, predict, believe, expect, anticipate, potential, create, intend, could, may, foresee, plan, will, guidance, look, outlook, goal, future, assume, forecast, build, focus, work, continue or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the Transaction, pro forma descriptions of the combined
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company and its operations, integration and transition plans, synergies, opportunities and anticipated future performance. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction that could reduce anticipated benefits or cause the parties to abandon the Transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the possibility that stockholders of Concho may not approve the issuance of new shares of common stock in the Transaction or that stockholders of RSP may not approve the merger agreement, the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the Transaction, the risk that any announcements relating to the Transaction could have adverse effects on the market price of Conchos common stock or RSPs common stock, the risk that the Transaction and its announcement could have an adverse effect on the ability of Concho and RSP to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk the pending Transaction could distract management of both entities and they will incur substantial costs, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or it may take longer than expected to achieve those synergies and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond Conchos or RSPs control, including those detailed in Conchos annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at http://www.concho.com and on the SECs website at http://www.sec.gov, and those detailed in RSPs annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on RSPs website at http://www.rsppermian.com and on the SECs website at http://www.sec.gov.
All forward-looking statements are based on assumptions that Concho or RSP believe to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and Concho and RSP undertake no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
Cautionary Statements Regarding Resource
Concho may use the term resource potential and similar phrases to describe estimates of potentially recoverable hydrocarbons that SEC rules prohibit from being included in filings with the SEC. These are based on analogy to Conchos existing models applied to additional acres, additional zones and tighter spacing and are Conchos internal estimates of hydrocarbon quantities that may be potentially discovered through exploratory drilling or recovered with additional drilling or recovery techniques. These quantities may not constitute reserves within the meaning of the Society of Petroleum Engineers Petroleum Resource Management System or SEC rules. Such estimates and identified drilling locations have not been fully risked by Concho management and are inherently more speculative than proved reserves estimates. Actual locations drilled and quantities that may be ultimately recovered from Conchos interests could differ substantially from these estimates. There is no commitment by Concho to drill all of
5
the drilling locations that have been attributed to these quantities. Factors affecting ultimate recovery include the scope of Conchos ongoing drilling program, which will be directly affected by the availability of capital, drilling and production costs, availability of drilling services and equipment, drilling results, lease expirations, transportation constraints, regulatory approvals, actual drilling results, including geological and mechanical factors affecting recovery rates, and other factors. Such estimates may change significantly as development of Conchos oil and natural gas assets provide additional data. Conchos production forecasts and expectations for future periods are dependent upon many assumptions, including estimates of production decline rates from existing wells and the undertaking and outcome of future drilling activity, which may be affected by significant commodity price declines or drilling cost increases or other factors that are beyond Conchos control. Conchos use of the term premium resource refers to assets with the capacity to produce at an internal rate of return that is greater than thirty-five percent based on fifty-five dollar oil and three dollar gas.
INVESTOR RELATIONS
Megan P. Hays
Vice President of Investor Relations and Public Affairs
432.685.2533
Mary T. Starnes
Investor Relations Manager
432.221.0477
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Exhibit 99.2
|
Exhibit 99.2
Permian Basin Consolidation
March 28, 2018
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Forward-Looking Statements and Other Disclaimers
No Offer or Solicitation
This communication relates to a proposed business
combination transaction (the Transaction) between RSP Permian, Inc. (RSP) and Concho Resources Inc. (Concho). This communication is for informational purposes only and does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in
this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
In connection with the Transaction, Concho will
file with the U.S. Securities and Exchange Commission (SEC) a registration statement on Form S-4, that will include a joint proxy statement of RSP and Concho that also constitutes a prospectus of
Concho. RSP and Concho may also file other documents with the SEC regarding the Transaction. The definitive joint proxy statement/prospectus will be sent to the stockholders of Concho and RSP. This document is not a substitute for the registration
statement and joint proxy statement/prospectus that will be filed with the SEC or any other documents that Concho or RSP may file with the SEC or send to stockholders of Concho or RSP in connection with the Transaction. INVESTORS AND SECURITY
HOLDERS OF
RSP AND CONCHO ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR
WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.
Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and all other documents
filed or that will be filed with the SEC by Concho or RSP through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by RSP will be made available free of charge on RSPs website at
http://www.rsppermian.com under the heading SEC Filings or by contacting RSPs Investor Relations Department by phone at 214-252-2790. Copies of
documents filed with the SEC by Concho will be made available free of charge on Conchos website at http://www.concho.com/investors or by contacting Conchos Investor Relations Department by phone at 432-221-0477.
Participants in Solicitation
Concho, RSP and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Conchos common stock and
RSPs common stock in respect to the Transaction. Information regarding RSPs directors and executive officers is contained in the proxy statement for RSPs 2017 Annual Meeting of Stockholders filed with the SEC on April 28, 2017
and in the other documents filed after the date thereof by RSP with the SEC. You can obtain a free copy of this document at the SECs website at www.sec.gov or by accessing RSPs website at http://www.rsppermian.com. Information regarding
Conchos executive officers and directors is contained in the proxy statement for Conchos 2017 Annual Meeting of Stockholders filed with the SEC on April 5, 2017 and in the other documents filed after the date thereof by Concho with
the SEC. You can obtain a free copy of this document at the SECs website at www.sec.gov or by accessing Conchos website at http://www.concho.com/investors.
Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the Transaction by reading the joint proxy
statement/prospectus regarding the Transaction when it becomes available. You may obtain free copies of this document as described above.
Forward-Looking
Statements and Cautionary Statements
The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that Concho or RSP expects, believes or
anticipates will or may occur in the future are forward-looking statements. Words such as estimate, project, predict, believe, expect, anticipate, potential,
create, intend, could, may, foresee, plan, will, guidance, look, outlook, goal, future,
assume, forecast, build, focus, work, continue or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any
discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to,
statements regarding the Transaction, pro forma descriptions of the combined company and its operations, integration and transition plans, synergies, opportunities and anticipated future performance. There are a number of risks and uncertainties
that could cause actual results to differ materially from the forward-looking statements included in this communication. These include the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and
conditions of any required governmental and regulatory approvals of the Transaction that could reduce anticipated benefits or cause the parties to abandon the Transaction, the ability to successfully integrate the businesses, the occurrence of any
event, change or other circumstances that could give rise to the termination of the merger agreement, the possibility that stockholders of Concho may not approve the issuance of new shares of common stock in the Transaction or that stockholders of
RSP may not approve the merger agreement, the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the
Transaction, the risk that any announcements relating to the Transaction could have adverse effects on the market price of Conchos common stock or RSPs common stock, the risk that the Transaction and its announcement could have an
adverse effect on the ability of Concho and RSP to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk the pending
Transaction could distract management of both entities and they will incur substantial costs, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as
effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or it may take longer than expected to achieve those synergies and other important factors that could cause actual results to differ
materially from those projected.
2
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Forward-Looking Statements and Cautionary Statements
(cont.)
All such factors are difficult to predict and are beyond Conchos or RSPs control, including those detailed in Conchos annual reports on
Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at
http://www.concho.com and on the SECs website at http://www.sec.gov, and those detailed in RSPs annual reports on Form 10-K, quarterly reports on Form 10-Q
and current reports on Form 8-K that are available on RSPs website at http://www.rsppermian.com and on the SECs website at http://www.sec.gov. All forward-looking statements are based on
assumptions that Concho or RSP believe to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and Concho and RSP undertake no obligation to correct or update
any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the
date hereof.
Cautionary Statements Regarding Resource
Concho may use the term
resource potential and similar phrases to describe estimates of potentially recoverable hydrocarbons that SEC rules prohibit from being included in filings with the SEC. These are based on analogy to Conchos existing models applied
to additional acres, additional zones and tighter spacing and are Conchos internal estimates of hydrocarbon quantities that may be potentially discovered through exploratory drilling or recovered with additional drilling or recovery
techniques. These quantities may not constitute reserves within the meaning of the Society of Petroleum Engineers Petroleum Resource Management System or SEC rules. Such estimates and identified drilling locations have not been
fully risked by Concho management and are inherently more speculative than proved reserves estimates. Actual locations drilled and quantities that may be ultimately recovered from Conchos interests could differ substantially from these
estimates. There is no commitment by Concho to drill all of the drilling locations that have been attributed to these quantities. Factors affecting ultimate recovery include the scope of Conchos ongoing drilling program, which will be directly
affected by the availability of capital, drilling and production costs, availability of drilling services and equipment, drilling results, lease expirations, transportation constraints, regulatory approvals, actual drilling results, including
geological and mechanical factors affecting recovery rates, and other factors. Such estimates may change significantly as development of Conchos oil and natural gas assets provide additional data. Conchos production forecasts and
expectations for future periods are dependent upon many assumptions, including estimates of production decline rates from existing wells and the undertaking and outcome of future drilling activity, which may be affected by significant commodity
price declines or drilling cost increases or other factors that are beyond Conchos control. Conchos use of the term premium resource refers to assets with the capacity to produce at an internal rate of return that is greater
than thirty-five percent based on fifty-five dollar oil and three dollar gas.
3
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Concho Resources
Strong Track Record of Creating Profitable Growth
The Permian Basin
NEW MEXICO SHELF
MIDLAND BASIN
DELAWARE BASIN
Positioned to Win
The Permian Basin: Our home for 30+ years
Home-field advantage with HQ in Midland,
Texas
Our strategy focuses on:
Building a great team
Investing in high-margin assets
Generating high-quality returns
Maintaining a strong balance sheet
Our key levers for efficient growth are:
Driving strong, consistent execution
Prioritizing capital discipline
Actively managing the portfolio
Strengthening our financial position
Executing our strategy has created a high-quality portfolio, sustainable competitive advantages and consistent outperformance
Competitive Advantages
Execution strength & scale
Superior capital efficiency Depth of premium drilling inventory
Peer-leading balance sheet
4
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The Playbook for
In-Basin Consolidation
Building Value in the Permian Basin
Criteria
Enhances Premium Resource Base
Provides Significant Scale & Operational Synergies Accretive to Key Per-Share Metrics Reinforces Financial Position
Todays Transaction
Transaction with RSP is consistent with our strategy, enhances our
competitive advantages and strengthens our outlook for profitable growth and sustainable value creation
Note: Premium resource >35% IRR based on $55 oil and $3
gas.
5
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Concho Acquires RSP in All-Stock Transaction
Creating the Largest Unconventional Shale Producer in the Permian Basin
Transaction Overview
All-Stock Transaction
Valued at $9.5bn,
Inclusive of RSPs $1.5bn of Net Debt
0.320
shares of Concho stock per RSP share
Represents a ~29% premium over RSPs closing price of $38.92 on March 27, 2018
Pro Forma Ownership and Governance
Concho shareholders will own 74.5% of the
combined company
Conchos board will be expanded to 11 directors, including 1 member of RSPs board
Approvals and Closing
Subject to Concho and RSP shareholder approval and
regulatory approvals
Anticipated closing 3Q18
14Q17 production and net
resource presented on a two-stream basis.
Note: Concho acreage as of February 28, 2018; RSP acreage as of
December 31, 2017.
Premier Permian Basin Consolidation
Pro Forma
4Q17 Production (MBoepd)1 211 56267
Net Permian Basin Acreage 550,000 92,000642,000
Gross
Locations 21,000 5,00026,000
Net Resource1 (BBoe) 10.0 2.212.2
6
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Transaction Highlights
Extending Conchos Track Record of Highly-Complementary Consolidation
Focus on
1
The Core
Continue to
2 Prudently Enhance Scale
Drive Corporate
3 & Operational Synergies
Financially
4 Attractive Combination
Premier asset base
Expands premium inventory Enhances capital allocation
Creates the premier Permian pure-play company
Leverages execution strength and greater
economies of scale Peer-leading drilling program
Combines exceptional technical teams with similar execution-focused cultures
Meaningful corporate level and operational synergies identified Realization expected to occur in the first year and over time
Growth within cash flow approach unchanged
Transaction neutral to balance sheet and accretive
to credit profile Immediately accretive on a per share basis Enhances margins and capital efficiency
7
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1 Focus on the Core
Consolidating Core Acreage with Substantial Development Potential
Combined Position Totals
~640,000 Net Acres
2
Delaware Basin
Midland Basin
1
Key Asset Attributes
Contiguous Bolt-On to Existing
Core Positions
High working interest, operated assets
Excellent
reservoir quality with multiple benches
Amenable to long-lateral, multi-well project development
Complementary acreage to generate significant operational synergies
1 Delaware Basin
~45,000 net acre addition enhances inventory of highly efficient long-lateral, multi-well project development
Field infrastructure systems increase operational efficiencies and support growth outlook
2 Midland Basin
~47,000 net acre addition to core leasehold position
Large, contiguous acreage blocks support continuous development of stacked resource with long-laterals
Consolidating large core acreage blocks with high-margin cash flow and substantial running room to capture upside
Note: Concho acreage as of February 28, 2018; RSP acreage as of December 31, 2017.
8
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2 Continue to Prudently Enhance Scale
Expanding Our Leadership Position in the Permian Basin
27
22
2120
Permian Rig 1515
13
Count 109
87
PXD EOGCXOAPAPEFANGXECDVNAPCRSPP
267
252
211
Permian 177
154
Production 112
938077
(MBoepd)1 6056
PXD CXOAPAEOGXECFANGPEAPCDVNRSPP
67
Enterprise Value 47
34
3029
($bn) 2622
14
10108
EOG APC PXDDVNCXOAPAFANGPEXECRSPP
1Includes only Permian Basin production for 4Q17 or average quarterly production based on FY17 if 4Q17 volumes were not disclosed.
Note: RSPs 4Q17 production presented on a two-stream basis.
Sources: FactSet data as of 3/27/2018. Rig count per RigData as of 3/26/2018.
Pro forma
running the biggest program in the Permian Basin
Market share enhances supply chain and logistics advantages
Financial capacity and execution strength to maximize value across a broader portfolio
9
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3 Drive Corporate & Operational Synergies
Significant Potential to Capture Operational Synergies & Efficiencies
Development Efficiencies
Efficient large-scale, multi-well projects
Cost savings from batch drilling and completions
Maximizes
recoveries (fewer parent-child infill locations)
Well design optimization
Asset Optimization
Long-lateral conversion
Deeper opportunity set to trade and block-up core acreage
Direct capital to high rate-of-return projects
Immediate knowledge transfer from adjacent technology projects
Shared Infrastructure
Shared facilities and infrastructure
Existing Concho
infrastructure benefits larger acreage position
Infrastructure optimization benefits pad sites, production facilities, water, roads
Corporate Level Savings
Approximately $60mm of expected annual corporate level savings,
including administrative and financial costs
Economies of scale
Present Value of Corporate & Operational Synergies Estimated to Exceed $2.0bn
10
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4 Financially Attractive Combination
Reinforcing Financial Strength & Profitability
Balance sheet neutral and credit
accretive
Maintains target leverage ratio
Significantly
enhances scale
Lowers cost of capital
Enhances
3-year production growth plan
Growth within cash flow consistent
Margin and capital efficiency improvement
Immediately Accretive
Immediately accretive to key per-share metrics (before operational synergies)
Earnings Cash flow
Debt-adjusted production and cash flow
growth Net asset value
11
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Key Messages
Extending Conchos Track Record of Highly-Complementary Consolidation
Focuses on the core
Enhances scale advantage and leverages Conchos execution strength to extract greater value from properties
Drives significant corporate level and operational synergies Accretive to key per-share
metrics Maintains financial strength Delivers meaningful shareholder value
12
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