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November 16, 2017MMMM d, yyy November Investor Presentation
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Press Release Details

Concho Resources Inc. Announces Expiration and Results of Cash Tender Offer for Any and All of Its Outstanding 5.5% Senior Notes due 2022 and 5.5% Senior Notes due 2023

09/26/2017

MIDLAND, Texas--(BUSINESS WIRE)-- Concho Resources Inc. (NYSE: CXO) (“Concho” or the “Company”) today announced that the cash tender offer (the “offer”) that it commenced on September 13, 2017 to purchase any and all of its outstanding 5.5% Senior Notes due 2022 and 5.5% Senior Notes due 2023 expired at 5:00 PM ET on September 25, 2017.

According to D.F. King & Co., Inc., the tender agent for the offer, valid tenders had been received at the expiration of the offer in the amounts and percentages set forth in the table below.

         

Title of Security

CUSIP
Numbers

Principal Amount
Outstanding

Purchase Price
per $1,000 of
Notes

Principal
Amount
Tendered(1)

Percentage
of Principal
Amount
Tendered(1)

5.5% Senior Notes due 2022

20605PAD3

$600,000,000

$1,029.34

$341,247,000

56.87%

5.5% Senior Notes due 2023 20605PAE1 $1,550,000,000

$891,089,000

57.49%

 

(1) Excludes $281,000 and $15,782,000 of aggregate principal amount, respectively, of 5.5% Senior Notes due 2022 and 5.5% Senior Notes due 2023 that remain subject to guaranteed delivery procedures.

 

Concho expects to accept for payment all notes validly tendered and not validly withdrawn as of the expiration time of the offer, and Concho expects to make payment for these notes later today, which payment will include accrued and unpaid interest thereon from the last interest payment date up to, but not including, September 26, 2017. Concho also expects to accept for payment all notes that remain subject to guaranteed delivery procedures and to make payment for such notes on September 28, 2017, which payment would include accrued and unpaid interest thereon only to, but not including, September 26, 2017.

Concho will apply a portion of the net proceeds from its issuance of 3.750% Senior Notes due 2027 and 4.875% Senior Notes due 2047, which is also expected to close today, to the payment of all notes it purchases in the offer.

As previously announced, Concho exercised, concurrently with the launch of the offer, its right to optionally redeem any notes not purchased by it in the offer with a redemption date of October 13, 2017, at a price equal to 102.75% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. Concho anticipates satisfying and discharging the indentures governing the 5.5% Senior Notes due 2022 and 5.5% Senior Notes due 2023 prior to September 30, 2017.

Concho retained BofA Merrill Lynch to serve as the exclusive dealer manager for the offer. Questions regarding the terms of the offer may be directed to BofA Merrill Lynch by calling (980) 387-3907 (collect) or (888) 292-0070 (toll-free). Concho also retained D.F. King & Co., Inc. to serve as the tender agent and information agent for the offer.

This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the offer. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with any contemporaneous notes offering, nor shall there be any sale of the securities issued in such offering in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any such securities will be offered only by means of a prospectus, including a prospectus supplement relating to such securities, meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Concho Resources Inc.

Concho Resources Inc. is an independent oil and natural gas company engaged in the acquisition, development, exploration and production of oil and natural gas properties. The Company’s operations are focused in the Permian Basin of Southeast New Mexico and West Texas.

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 press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements contained in this press release specifically include statements, estimates and projections regarding the Company’s future financial position, operations, performance, business strategy, oil and natural gas reserves, drilling program, capital expenditure budget, liquidity and capital resources, the timing and success of specific projects, outcomes and effects of litigation, claims and disputes, derivative activities and potential financing. The words “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “could,” “may,” “foresee,” “plan,” “goal” or other similar expressions that convey the uncertainty of future events or outcomes are intended to identify forward-looking statements, which generally are not historical in nature. However, the absence of these words does not mean that the statements are not forward-looking. These statements are based on certain assumptions and analyses made by the Company based on management’s experience, expectations and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Forward-looking statements are not guarantees of performance. Although the Company believes the expectations reflected in its forward-looking statements are reasonable and are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all) or will prove to have been correct. Moreover, such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These risks include, without limitation, the risk factors discussed or referenced in the Company’s most recent Annual Report on Form 10-K and in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017; risks relating to declines in, or the sustained depression of, the prices the Company receives for its oil and natural gas; uncertainties about the estimated quantities of oil and natural gas reserves; drilling, completion and operating risks; the effects of government regulation, permitting and other legal requirements, including new legislation or regulation of hydraulic fracturing and the export of oil and natural gas; environmental hazards, such as uncontrollable flows of oil, natural gas, brine, well fluids, toxic gas or other pollution into the environment, including groundwater contamination; difficult and adverse conditions in the domestic and global capital and credit markets; risks related to the concentration of the Company’s operations in the Permian Basin of southeast New Mexico and west Texas; disruptions to, capacity constraints in or other limitations on the pipeline systems that deliver the Company’s oil, natural gas liquids and natural gas and other processing and transportation considerations; the costs and availability of equipment, resources, services and qualified personnel required to perform the Company’s drilling, completion and operating activities; potential financial losses or earnings reductions from the Company’s commodity price risk-management program; risks and liabilities associated with acquired properties or businesses; uncertainties about the Company’s ability to successfully execute its business and financial plans and strategies; the adequacy of the Company’s capital resources and liquidity including, but not limited to, access to additional borrowing capacity under the Company’s credit facility; the impact of potential changes in the Company’s credit ratings; cybersecurity risks, such as those involving unauthorized access, malicious software, data privacy breaches by employees or others with authorized access, cyber or phishing-attacks, ransomware and other security issues; uncertainties about the Company’s ability to replace reserves and economically develop its current reserves; general economic and business conditions, either internationally or domestically; competition in the oil and natural gas industry; uncertainty concerning the Company’s assumed or possible future results of operations; and other important factors that could cause actual results to differ materially from those projected.

Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes 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.

Source: Concho Resources Inc.

Concho Resources Inc.

Megan P. Hays, 432-685-2533

Vice President of Investor Relations and Public Affairs

or

Mary T. Starnes, 432-221-0477

Senior Financial Analyst

Concho Resources Inc. is an independent exploration and production company engaged in the acquisition, development and exploration of oil and natural gas properties. Concho’s operations are concentrated in the Permian Basin of Southeast New Mexico and West Texas.