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CXO > SEC Filings for CXO > Form 8-K on 14-Dec-2016All Recent SEC Filings

Show all filings for CONCHO RESOURCES INC

Form 8-K for CONCHO RESOURCES INC


14-Dec-2016

Entry into a Material Definitive Agreement, Financial Statements and Exhibit


Item 1.01 Entry into a Material Definitive Agreement.

Underwriting Agreement

On December 13, 2016, Concho Resources Inc. (the "Company") and its significant subsidiaries entered into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the underwriters named in Schedule 1 thereto (collectively, the "Underwriters"), in connection with an underwritten public offering of $600 million aggregate principal amount of the Company's senior unsecured notes due 2025 (the "Notes"). The Notes will be issued pursuant to a new supplemental indenture to the Company's existing indenture and will be guaranteed on a senior unsecured basis by the Company's significant subsidiaries. The Notes will bear interest at a rate of 4.375% per annum and will be issued at par. The issuance and sale of the Notes has been registered under the Securities Act of 1933 (the "Securities Act") pursuant to an automatic shelf Registration Statement on Form S-3 (Registration No. 333-206172), as amended, of the Company, filed with the Securities and Exchange Commission (the "Commission") on August 6, 2015 (the "Registration Statement"). Closing of the issuance and sale of the Notes is expected to occur on December 28, 2016, subject to customary closing conditions. A legal opinion related to the Notes is filed herewith as Exhibit 5.1.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities. Furthermore, the Company has agreed with the Underwriters not to offer or sell any debt securities issued or guaranteed by the Company having a term of more than one year (other than the Notes) for a period of 45 days after the date of the Underwriting Agreement without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated.

Certain of the Underwriters or their affiliates have from time to time provided investment banking, commercial banking and financial advisory services to the Company, for which they have received customary compensation. The Underwriters and their affiliates may provide similar services in the future. In particular, certain of the underwriters or their affiliates are lenders under the Company's credit facility. In addition, from time to time, certain of the Underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in the Company's debt or equity securities or loans, and may do so in the future.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number         Description

 1.1                   Underwriting Agreement dated December 13, 2016 by and among
                       Concho Resources Inc., the subsidiary guarantors named
                       therein and Merrill Lynch, Pierce, Fenner & Smith
                       Incorporated, as representative of the underwriters named
                       therein.

 5.1                   Opinion of Vinson & Elkins L.L.P.

23.1                   Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).


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