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Form 8-K EXCO RESOURCES INC For: Aug 24

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August 24, 2016 6:14 AM EDT

 

 

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): August 24, 2016

 

 

EXCO RESOURCES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Texas   001-32743   74-1492779

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

12377 Merit Drive

Suite 1700, LB 82

Dallas, Texas

   75251
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (214) 368-2084

Not Applicable.

(Former name or former address, if changed since last report.)

 

 

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))

 

 

 

Section 7 – Regulation FD

 

Item 7.01 Regulation FD Disclosure.

On August 24, 2016, the EXCO Resources, Inc. (the “Company”) issued a press release announcing the final results and expiration of the previously announced tender offer for the Company’s outstanding 7.500% Senior Notes due 2018 and the Company’s outstanding 8.500% Senior Notes due 2022 (the “2022 Notes”) and the consent solicitation to amend certain terms of the indenture governing the 2022 Notes. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 (including the information in Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that 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, except as shall be expressly set forth by specific reference in such a filing.

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

99.1    Press Release, dated August 24, 2016, issued by EXCO Resources, Inc. (furnished herewith pursuant to Item 7.01).

SIGNATURE

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 thereunto duly authorized.

 

 

Date: August 24, 2016

   

EXCO RESOURCES, INC.

(Registrant)

 

By:/s/ Justin Clarke                                                             

Name: Justin Clarke

Title: Vice President, General Counsel and Secretary

EXHIBIT INDEX

 

99.1    Press release, dated August 24, 2016, issued by EXCO Resources, Inc. (furnished herewith pursuant to Item 7.01).

Exhibit 99.1

 

LOGO

EXCO Resources, Inc.

12377 Merit Drive, Suite 1700, Dallas, Texas 75251

Investor Relations Contact: Tyler Farquharson (214) 368-2084

EXCO Resources, Inc. Announces Final Results and Expiration of its Tender Offer and Consent Solicitation

August 24, 2016

DALLAS—(BUSINESS WIRE)—EXCO Resources, Inc. (NYSE: XCO) (“EXCO”) today announced the final results and expiration of the previously announced cash tender offer (the “Tender Offer”) for EXCO’s outstanding 7.500% Senior Notes due 2018 (the “2018 Notes”) and EXCO’s outstanding 8.500% Senior Notes due 2022 (the “2022 Notes” and together with the 2018 Notes, the “Notes”) and the consent solicitation (the “Consent Solicitation”) to amend certain terms of the indenture governing the 2022 Notes (the “2022 Notes Indenture”).

The following table sets forth the original outstanding principal amount of Notes included in the Tender Offer, the principal amount of Notes tendered and not withdrawn as of 11:59 p.m., New York City time, on August 23, 2016 (the “Expiration Time”) and the principal amount accepted for purchase. The aggregate principal amount of Notes accepted for purchase has not changed since the early tender and consent deadline of August 9, 2016.

 

Title of Security

    CUSIP and ISIN
Numbers		    Principal
Amount
Outstanding		      Acceptance
Priority Level		      Aggregate Principal
Amount Tendered
and Not Withdrawn		      Aggregate Principal
Amount Accepted
for Purchase		  

8.500% Senior Notes due 2022
(“2022 Notes”)

    269279AE5

US269279AE58

    $ 171,432,000         1       $ 119,299,000       $ 101,263,000   

7.500% Senior Notes due 2018
(“2018 Notes”)

    269279AD7

US269279AD75

    $ 131,576,000         2       $ 23,475,000       $ 0   

All Notes validly tendered and not validly withdrawn pursuant to the Tender Offer at or prior to the early tender and consent payment deadline of 5:00 p.m., New York City time, on August 9, 2016 (the “Early Tender/Consent Only Deadline”) were subject to proration and settled by EXCO on August 12, 2016. As a result of the Tender Offer being oversubscribed at the Early Tender/Consent Only Deadline, no Notes tendered after the Early Tender/Consent Only Deadline were accepted for purchase. Notes tendered and not accepted for purchase will be promptly returned or credited to the applicable holders’ account.

As previously announced on August 10, 2016, following the receipt of the requisite consents to the proposed amendments, EXCO entered into a supplemental indenture effecting the proposed

amendments with respect to the indenture governing the 2022 Notes, which became operative on August 12, 2016. The new supplemental indenture amends the definition of “Credit Facilities” in the indenture to include debt securities as a permitted form of additional secured indebtedness, in addition to the term loans and other credit facilities currently permitted.

Credit Suisse Securities (USA) LLC acted as Dealer Manager for the Tender Offer and Solicitation Agent for the Consent Solicitation, and D.F. King & Co., Inc. acted as the Information Agent, Tabulation Agent and Tender Agent for the Tender Offer and the Consent Solicitation.

This announcement does not constitute an offer to purchase Notes or a solicitation of an offer to sell Notes and shall not be deemed to be an offer to purchase or a solicitation of an offer to sell with respect to any securities of EXCO or its subsidiaries.

About EXCO

EXCO Resources, Inc. is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, North Louisiana and the Appalachia region.

Additional information about EXCO Resources, Inc. may be obtained by contacting Tyler Farquharson, EXCO’s Vice President of Strategic Planning, at EXCO’s headquarters, 12377 Merit Drive, Suite 1700, Dallas, TX 75251, telephone number (214) 368-2084, or by visiting EXCO’s website at www.excoresources.com. EXCO’s Securities and Exchange Commission (“SEC”) filings and press releases can be found under the Investor Relations tab.

Forward-Looking Statements

This release may contain forward-looking statements relating to future financial results, business expectations and strategic and financial alternatives and other business transactions. Actual results may differ materially from those predicted as a result of factors over which EXCO has no control. Such factors include, but are not limited to: EXCO’s ability to implement or execute on any strategic or financial alternatives, adjust its capital structure, or increase its liquidity; continued volatility of, or depressed prices in, the oil and gas markets; future capital requirements and availability of financing, including reductions to EXCO’s borrowing base and limitations on its ability to incur certain types of indebtedness under its debt agreements; EXCO’s ability to meet its current and future debt service obligations, including its ability to maintain compliance with its debt covenants; cash flow and liquidity; estimates of reserves and economic assumptions, including estimates related to acquisitions and dispositions of oil and natural gas properties and general economic conditions, including costs associated with drilling and operations of EXCO’s properties. These and other risk factors are included in EXCO’s reports on file with the SEC. Except as required by applicable law, EXCO undertakes no obligation to publicly update or revise any forward-looking statements.

Contact:

EXCO Resources, Inc.

Tyler Farquharson, 214-368-2084

Vice President of Strategic Planning

www.excoresources.com

 

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