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): February 12, 2013
EXCO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
| Texas | 001-32743 | 74-1492779 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS 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 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Supplemental Indenture
On February 12, 2013, EXCO Resources, Inc. (the “ Company ”), EXCO/HGI JV Assets, LLC (“ E/H-JV ”), EXCO Holding MLP, Inc. (“ EXCO Holding ”) and Wilmington Trust Company, as trustee, entered into a Second Supplemental Indenture (the “ Second Supplemental Indenture ”) to the Company’s Indenture (the “ Indenture ”), dated as of September 15, 2010, as amended by the First Supplemental Indenture, dated as of September 15, 2010, governing the Company’s 7.5% senior unsecured notes due September 15, 2018 (the “ Senior Notes ”). Pursuant to the Second Supplemental Indenture, E/H-JV and EXCO Holding agreed to guarantee the Company’s obligations under the Senior Notes and the Indenture governing the Senior Notes.
The foregoing description of the Second Supplemental Indenture is not complete and is qualified in its entirety by the Second Supplemental Indenture, which is filed herewith as Exhibit 4.1 and incorporated by reference herein.
Credit Agreement
On February 12, 2013, pursuant to the terms of the Credit Agreement, dated April 30, 2010, as amended, by and among the Company, as borrower, certain of its subsidiaries as guarantors, the lenders party thereto, and JPMorgan Chase Bank, N.A. as administrative agent (the “ EXCO Resources Credit Agreement ”), E/H-JV and EXCO Holding each executed and delivered to the administrative agent separate Counterpart Agreements whereby, among other things, each of E/H-JV and EXCO Holding became guarantors under the terms of the EXCO Resources Credit Agreement and granted to the administrative agent liens in certain of their respective assets to secure the obligations of the Company under the EXCO Resources Credit Agreement.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description |
|
| 4.1 | Second Supplemental Indenture, dated as of February 12, 2013, by and among EXCO Resources, Inc., EXCO/HGI JV Assets, LLC, EXCO Holding MLP, Inc. and Wilmington Trust Company, as trustee. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EXCO RESOURCES, INC. | ||||||
| Date: February 19, 2013 | By: | /s/ J. Douglas Ramsey, Ph.D. | ||||
| Name: | J. Douglas Ramsey, Ph.D. | |||||
| Title: | Vice President – Finance | |||||
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 4.1 | Second Supplemental Indenture, dated as of February 12, 2013, by and among EXCO Resources, Inc., EXCO/HGI JV Assets, LLC, EXCO Holding MLP, Inc. and Wilmington Trust Company, as trustee. |
Exhibit 4.1
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of February 12, 2013 (this “ Second Supplemental Indenture ”), is by and among EXCO Resources, Inc., a Texas corporation (the “ Company ”), EXCO/HGI JV Assets, LLC, a Delaware limited liability company (“ E/H-JV ”) and EXCO Holding MLP, Inc., a Texas corporation (“ EXCO Holding ” and, together with E/H-JV, collectively, the “ Guarantors ”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “ Trustee ”).
W I T N E S S E T H
WHEREAS, the Company, the Subsidiary Guarantors (as defined therein) from time to time party thereto and the Trustee are parties to that certain Indenture (as amended or supplemented, the “ Indenture ”), dated as of September 15, 2010, among the Company, each of the Company’s subsidiaries that are signatories thereto and the Trustee, as supplemented by that certain First Supplemental Indenture (herein so called) dated as of September 15, 2010, to provide for the issuance by the Company from time to time of its senior unsecured debt securities (the “ Debt Securities ”) to be issued in one or more series as provided in the Indenture;
WHEREAS, the Company has designated each of the Guarantors as a Restricted Subsidiary under the Indenture;
WHEREAS, the Company is required to cause each Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which such Guarantor shall unconditionally and irrevocably guarantee the Company’s obligations with respect to the Debt Securities on the terms set forth in the Indenture; and
WHEREAS, pursuant to Sections 8.02 and 8.07 of the First Supplemental Indenture, the Company and the Trustee are authorized to execute and deliver this Second Supplemental Indenture.
NOW, THEREFORE, for and in consideration of the foregoing premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Debt Securities, as follows:
1. Capitalized Terms . Initially capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Become Guarantor. Each of the Guarantors hereby unconditionally and irrevocably guarantees the Company’s obligations under the Debt Securities and the Indenture on the terms and subject to the conditions set forth in Article 9 of the First Supplemental Indenture and agrees to be bound by all other provisions of the Indenture and the Debt Securities applicable to a “Subsidiary Guarantor” therein.
3. Ratification of Indenture; Supplemental Indenture Part of Indenture . Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Debt Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
4. Notices . For purposes of Section 105 of the Indenture, the address for notices to the Guarantor shall be:
EXCO/HGI JV Assets, LLC
c/o EXCO Resources, Inc.
12377 Merit Drive, Suite 1700
Dallas, TX 75251
EXCO Holding MLP, Inc.
c/o EXCO Resources, Inc.
12377 Merit Drive, Suite 1700
Dallas, TX 75251
5. Governing Law . This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
6. Counterparts . The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
7. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.
8. The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors.
- 2 -
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.
| EXCO RESOURCES, INC. | ||||
| By: | /s/ William L. Boeing | |||
| Name: William L. Boeing | ||||
| Title: Vice President and General Counsel | ||||
| EXCO/HGI JV Assets, LLC, as Guarantor | ||||
| By: | /s/ Rick Hodges | |||
| Name: Rick Hodges | ||||
| Title: Vice President - Land | ||||
| EXCO Holding MLP, Inc., as Guarantor | ||||
| By: | /s/ William L. Boeing | |||
| Name: William L. Boeing | ||||
| Title: Vice President and General Counsel | ||||
Signature Page to Second Supplemental Indenture
| WILMINGTON TRUST COMPANY, as Trustee | ||||
|
By: |
/s/ W. Thomas Morris, II | |||
|
Name: W. Thomas Morris, II |
||||
|
Title: Vice President |
||||
Signature Page to Second Supplemental Indenture