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): October 25, 2013
_____________________________________________________________________________________________
Commission file number: 001-33615
Concho Resources Inc.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware |
|
76-0818600 |
|
|
|
(State or other jurisdiction |
|
(I.R.S. Employer |
of incorporation or organization) |
|
Identification No.) |
|
|
|
One Concho Center |
|
|
600 West Illinois Avenue |
|
|
Midland, Texas |
|
79701 |
|
|
|
(Address of principal executive offices) |
|
(Zip code) |
(432) 683-7443 |
(Registrant’s telephone number, including area code) |
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)) |
Item 1.01 Entry into a Material Definitive Agreement.
On October 29, 2013, Concho Resources Inc. (the “Company”) entered into the Twelfth Amendment (the “Twelfth Amendment”) to its Amended and Restated Credit Agreement, dated as of July 31, 2008, with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (the “Amended and Restated Credit Agreement”).
Prior to the Twelfth Amendment, the Amended and Restated Credit Agreement required the Company to provide mortgages covering at least eighty percent of the value of the properties included in the Company’s reserve report utilized to determine the borrowing base. In addition to other technical revisions, the Twelfth Amendment replaced the eighty percent mortgage coverage requirement with a requirement for the Company to provide mortgages covering properties included in the Company’s reserve report utilized to determine the borrowing base valued at a minimum of the product of 1.75 multiplied by the lesser of the borrowing base and the lenders’ aggregate commitments under the Amended and Restated Credit Agreement.
The Twelfth Amendment also reaffirms the Company’s current borrowing base of $3.0 billion and maintains the lenders’ aggregate commitments of $2.5 billion under the Amended and Restated Credit Agreement.
The foregoing description of the Twelfth Amendment is a summary only and is qualified in its entirety by reference to the complete text of the Twelfth Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 concerning the Twelfth Amendment is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
On October 25, 2013, W. Howard Keenan, Jr. provided notice to Timothy A. Leach, Chairman of the Board, Chief Executive Officer and President of the Company, of Mr. Keenan’s resignation as a member of the Company’s Board of Directors (the “Board”) and all committees thereof, effective immediately. Mr. Keenan expressed no disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Keenan has served on the Board since 2006.
After receipt of Mr. Keenan’s resignation, the Company conferred the honorary title of “Founding Director” on Mr. Keenan in recognition of his service and contributions to the Company. The Founding Director is not a member of the Company’s Board, is not entitled to attend, vote at and is not counted for purposes of determining whether a quorum exists at any meeting of the Board, and does not have any fiduciary duties to the Company or its stockholders.
Mr. Keenan will not receive any compensation as a Founding Director. The Company may terminate his status as a Founding Director at any time.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 Twelfth Amendment to Amended and Restated Credit Agreement, dated as of October 29, 2013, among Concho Resources Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
17.1 Resignation letter of W. Howard Keenan, Jr., dated October 25, 2013.
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.
Date: October 29, 2013 By: /s/ Travis L. Counts
Name: Travis L. Counts
Title: Vice President and General Counsel
EXHIBIT INDEX
10.1 Twelfth Amendment to Amended and Restated Credit Agreement, dated as of October 29, 2013, among Concho Resources Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
17.1 Resignation letter of W. Howard Keenan, Jr., dated October 25, 2013.
Exhibit 10.1
Twelfth AMENDMENT TO AMENDED AND
RESTATED
CREDIT AGREEMENT
This TWELFTH Amendment to AMENDED AND RESTATED Credit Agreement (this “Amendment”) dated as of October 29, 2013, is by and among Concho Resources Inc., a Delaware corporation (the “Borrower”), each of the undersigned guarantors (the “Guarantors”), the Lenders party hereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).
WITNESSETH:
WHEREAS, the Borrower, the Administrative Agent and the Lenders entered into that certain Amended and Restated Credit Agreement dated as of July 31, 2008 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend the Credit Agreement in certain respects.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Borrower, the Guarantors, the Administrative Agent and the Required Lenders hereby agree as follows:
[Signature Pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Twelfth Amendment to Amended and Restated Credit Agreement to be duly executed as of the date first above written.
BORROWER:
CONCHO RESOURCES INC.,
a Delaware corporation
By: /s/ Ben Rodgers
Name: Ben Rodgers
Title: Vice President and Treasurer
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and a Lender
By: /s/ David Morris
Name: David Morris
Title: Authorized Officer
bank of america,
n.a.,
as Syndication Agent and a Lender
By: /s/ Alia Qaddumi
Name: Alia Qaddumi
Title: Vice President
CREDIT AGRICOLE CORPORATE
AND INVESTMENT BANK, f/k/a CALYON (NEW YORK BRANCH),
as a Co-Documentation Agent and a Lender
By: /s/ Sharada Manne
Name: Sharada Manne
Title: Managing Director
By: /s/ Michael D. Willis
Name: Michael D. Willis
Title: Managing Director
ING CAPITAL LLC,
as a Co-Documentation Agent and a Lender
By: /s/ Charles Hall
Name: Charles Hall
Title: Managing Director
SCOTIABANC INC.,
as a Lender
By: /s/ J.F. Todd
Name: J.F. Todd
Title: Managing Director
union bank,
N.A.,
as a Lender
By: /s/ Brian Hawk
Name: Brian Hawk
Title: Assistant Vice President
compass bank,
as a Lender
By: /s/ James Neblett
Name: James Neblett
Title: Vice President
keybank
national association,
as a Lender
By: /s/ Paul J. Pace
Name: Paul J. Pace
Title: Senior Vice President
U.S. BANK
NATIONAL ASSOCIATION,
as a Lender
By: /s/ Tara Mclean
Name: Tara Mclean
Title: Vice President
wells fargo
bank, N.A.,
as a Co-Documentation Agent and a Lender
By: /s/ Lila Jordan
Name: Lila Jordan
Title: Managing Director
SUMITOMO MITSUI
BANKING CORPORATION,
as a Lender
By: /s/ James D. Weinstein
Name: James D. Weinstein
Title: Managing Director
NATIXIS (formerly Natexis Banques Populaires),
as a Lender
By: /s/ Louis P. Laville, III
Name: Louis P. Laville, III
Title: Managing Director
By: /s/ Timothy L. Polvado
Name: Timothy L. Polvado
Title: Managing Director
SUNTRUST BANK,
as a Lender
By: /s/ Shannon Juhan
Name: Shannon Juhan
Title: Vice President
BOKF, NA dba BANK OF TEXAS,
as a Lender
By: /s/ Matt Chase
Name: Matt Chase
Title: Vice President
CITIBANK, N.A.,
as a Lender
By: /s/ Mason McGurrin
Name: Mason McGurrin
Title: Vice-President
frost national
bank,
as a Lender
By: /s/ Alex Zemkoski
Name: Alex Zemkoski
Title: Senior Vice President
BANK OF MONTREAL,
as a Lender
By: /s/ Gumaro Tijerina
Name: Gumaro Tijerina
Title: Director
barclays bank
plc,
as a Lender
By: /s/ Vanessa A. Kurbatskiy
Name: Vanessa A. Kurbatskiy
Title: Vice President
THE ROYAL BANK OF SCOTLAND plc,
as a Lender
By: /s/ Sanjay Remond
Name: Sanjay Remond
Title: Authorised Signatory
UBS LOAN
FINANCE LLC,
as a Lender
By: /s/ Lana Gifas
Name: Lana Gifas
Title: Director
By: /s/ Jennifer Anderson
Name: Jennifer Anderson
Title: Associate Director
CAPITAL ONE,
National association,
as a Lender
By: /s/ Christopher Kuna
Name: Christopher Kuna
Title: Vice President
CIBC, INC.,
as a Lender
By: /s/ Trudy Nelson
Name: Trudy Nelson
Title: Authorized Signatory
By: /s/ Richard Antl
Name: Richard Antl
Title: Authorized Signatory
COMERICA BANK,
as a Lender
By: /s/ Brandon M. White
Name: Brandon M. White
Title: Assistant Vice President
GOLDMAN SACHS
BANK USA,
as a Lender
By: /s/ Michelle Latzoni
Name: Michelle Latzoni
Title: Authorized Signatory
REGIONS BANK,
as a Lender
By: /s/ Daniel G. Steele
Name: Daniel G. Steele
Title: Senior Vice President
ROYAL BANK OF
CANADA,
as a Lender
By: /s/ Kristan Spivey
Name: Kristan Spivey
Title: Authorized Signatory
SOCIETE
GENERALE,
as a Lender
By: /s/ David M. Bornstein
Name: David M. Bornstein
Title: Director
AMEGY BANK,
N.A.,
as a Lender
By: /s/ JB Askew
Name: JB Askew
Title: Assistant Vice President
CREDIT SUISSE
AG, Cayman Islands BRANCH,
as a Lender
By: /s/ Nupur Kumar
Name: Nupur Kumar
Title: Authorized Signatory
By: /s/ Michael Spaight
Name: Michael Spaight
CONSENT AND REAFFIRMATION
The undersigned (each a “Guarantor”) hereby (i) acknowledges receipt of a copy of the foregoing Twelfth Amendment to Amended and Restated Credit Agreement (the “Twelfth Amendment”); (ii) consents to the Borrower’s execution and delivery thereof; (iii) agrees to be bound thereby; (iv) affirms that nothing contained therein shall modify in any respect whatsoever its guaranty of the obligations of the Borrower to Lenders pursuant to the terms of its Guaranty in favor of Agent and the Lenders (the “Guaranty”) or the Liens granted by it securing payment and performance thereunder and (v) reaffirms that the Guaranty and such Liens are and shall continue to remain in full force and effect. Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, each Guarantor understands that the Lenders have no obligation to inform any Guarantor of such matters in the future or to seek any Guarantor’s acknowledgment or agreement to future amendments or waivers for its Guaranty to remain in full force and effect, and nothing herein shall create such duty or obligation.
IN WITNESS WHEREOF, the undersigned has executed this Consent and Reaffirmation on and as of the date of this Twelfth Amendment.
GUARANTORS:
COG
OPERATING LLC,
a Delaware limited liability company
By: /s/ Ben Rodgers
Name: Ben Rodgers
Title: Vice President and Treasurer
COG REALTY
LLC,
a Texas limited liability company
By: /s/ Ben Rodgers
Name: Ben Rodgers
Title: Vice President and Treasurer
QUAIL
RANCH LLC,
a Texas limited liability company
By: /s/ Ben Rodgers
Name: Ben Rodgers
Title: Vice President and Treasurer
COG
HOLDINGS LLC,
a Texas limited liability company
By: /s/ Ben Rodgers
Name: Ben Rodgers
Title: Vice President and Treasurer
CONCHO OIL & GAS LLC,
a Texas limited liability company
By: /s/ Ben Rodgers
Name: Ben Rodgers
Title: Vice President and Treasurer
DELAWARE
RIVER SWD LLC,
a Texas limited liability company
By: /s/ Ben Rodgers
Name: Ben Rodgers
Title: Vice President and Treasurer
COG PRODUCTION
LLC,
a Texas limited liability company
By: /s/ Ben Rodgers
Name: Ben Rodgers
Title: Vice President and Treasurer
COG ACREAGE
LP,
a Texas limited partnership
By: COG Production LLC, its general partner
By: /s/ Ben Rodgers
Name: Ben Rodgers
Title: Vice President and Treasurer
Exhibit 17.1
LETTER OF RESIGNATION
October 25, 2013
Concho Resources Inc.
One Concho Center
600 West Illinois Avenue
Midland, Texas 79701
Attention: Mr. Timothy A. Leach, Chairman of the Board, Chief Executive Officer and President
Dear Tim:
Please be advised that I hereby resign as a member of the board of directors of Concho Resources Inc., a Delaware corporation, and all committees thereof, effective as of the date hereof. My resignation is not the result of any disagreement with Concho on any matter relating to Concho’s operations, policies or practices.
It has been my pleasure to have served on the board of directors since the founding of Concho and I am extremely proud of the company that we have built together. I wish Concho the best in the future, and I will remain an enthusiastic supporter of Concho.
Sincerely,
/s/ W. Howard Keenan, Jr.
W. Howard Keenan, Jr.