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 21, 2014

 

 

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.

On October 21, 2014, EXCO Resources, Inc. (“ EXCO ”) entered into that certain Third Amendment to its Amended and Restated Credit Agreement by and among EXCO, as borrower, certain of its subsidiaries, as guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the “ Third Amendment ”).

The Third Amendment amended EXCO’s existing Amended and Restated Credit Agreement, dated as of July 31, 2013, as amended (the “ Amended and Restated Credit Agreement ”), to, among other things, increase the amount of the borrowing base under the Amended and Restated Credit Agreement from $875.0 million to $900.0 million. The increased borrowing base is subject to adjustment pursuant to the terms of the Amended and Restated Credit Agreement. The Third Amendment was entered into following the regular semi-annual redetermination of the borrowing base under the Amended and Restated Credit Agreement.

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

On October 22, 2014, EXCO issued a press release announcing the increase of the borrowing base under the Amended and Restated Credit Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Section 2 – Financial Information

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 in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

2

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

10.1    Third Amendment to Amended and Restated Credit Agreement, dated as of October 21, 2014, by and among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
99.1    Press release, dated October 22, 2014, issued by EXCO Resources, Inc.

 

3

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: October 27, 2014     By:  

/s/ William L. Boeing

    Name:   William L. Boeing
    Title:   Vice President, General Counsel and Secretary

 

4

EXHIBIT INDEX

 

Exhibit No.

  

Description

10.1    Third Amendment to Amended and Restated Credit Agreement, dated as of October 21, 2014, by and among EXCO Resources, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
99.1    Press release, dated October 22, 2014, issued by EXCO Resources, Inc.

 

5

Exhibit 10.1

Execution Version

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as the “ Amendment ”) is dated as of October 21, 2014 (the “ Third Amendment Effective Date ”), by and among EXCO RESOURCES, INC. (“ Borrower ”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors (the “ Guarantors ”), the LENDERS party hereto (the “ Lenders ”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (“ 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 amended herein (as defined below).

WITNESSETH:

WHEREAS , Borrower, the Guarantors, Administrative Agent and the Lenders have entered into that certain Amended and Restated Credit Agreement dated as of July 31, 2013 (as the same has been and may hereafter be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”); and

WHEREAS , Administrative Agent, the Lenders, Borrower and the Guarantors desire to amend the Credit Agreement as provided herein upon the terms and conditions set forth herein.

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, Borrower, the Guarantors, Administrative Agent and the Lenders hereby agree as follows:

SECTION 1. Amendments to Credit Agreement . Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 4 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Credit Agreement shall be amended in the manner provided in this Section 1 .

1.1 Amendment to Schedule 2.01. Schedule 2.01 to the Credit Agreement shall be and it hereby is amended and restated in its entirety with Schedule 2.01 attached to this Amendment.

SECTION 2. Scheduled Redetermination of Borrowing Base . Pursuant to Section 3.04 of the Credit Agreement, this Amendment shall constitute a New Borrowing Base Notice of the Scheduled Redetermination to occur on or about October 1, 2014 pursuant to Section 3.04 of the Credit Agreement, and Administrative Agent, the Lenders, Borrower and the other Credit Parties hereby acknowledge that effective as of the Third Amendment Effective Date, the Borrowing Base shall be increased to $900,000,000.00, and such redetermined Borrowing Base shall remain in effect until the date such Borrowing Base is otherwise adjusted pursuant to the terms of the Credit Agreement.

 

Third Amendment to Amended and Restated Credit Agreement – Page 1

SECTION 3. Reallocation of Commitments . The Lenders have agreed among themselves to reallocate their respective Commitments, and to, among other things, permit one or more of the Lenders to increase their respective Commitments under the Credit Agreement (each, an “ Increasing Lender ”). Each of the Administrative Agent and the Borrower hereby consents to (i) the reallocation of the Commitments and (ii) the increase in each Increasing Lender’s Commitment. On the date this Amendment becomes effective and after giving effect to such reallocation, increase and assignment of the Aggregate Commitment, the Commitment of each Lender shall be as set forth on Schedule 2.01 of the Credit Agreement, as amended by this Amendment. Each Lender hereby consents to the Commitments set forth on Schedule 2.01 of the Credit Agreement, as amended by this Amendment. The reallocation of the Aggregate Commitment among the Lenders shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A to the Credit Agreement as if the Lenders had executed an Assignment and Assumption with respect to such reallocation. The increase in each Increasing Lender’s Commitment shall be deemed to have been consummated pursuant to the terms of the Commitment Increase Certificate attached as Exhibit F-1 to the Credit Agreement as if such Increasing Lender had executed a Commitment Increase Certificate with respect to such increase. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in clause (C) of Section 11.04(b)(ii) and Section 11.04(b)(iii) of the Credit Agreement with respect to the increase in the Commitment of each Increasing Lender and the assignments and reallocations contemplated by this Section 3 . To the extent requested by any Lender and in accordance with Section 2.17 of the Credit Agreement, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.17 of the Credit Agreement, any amounts required to be paid by the Borrower under Section 2.17 of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation and increase contemplated by this Section 3 .

SECTION 4. Conditions . The amendments to the Credit Agreement contained in Section 1 of this Amendment, the redetermination of the Borrowing Base contained in Section 2 of this Amendment, and the reallocation of the Commitments contained in Section 3 of this Amendment shall be effective as of the Third Amendment Effective Date upon the satisfaction of each of the conditions set forth in this Section 4 .

4.1 Execution and Delivery. Each Credit Party, all Revolving Lenders and Administrative Agent shall have executed and delivered this Amendment.

4.2 No Default. No Default or Event of Default shall have occurred and be continuing or shall result after giving effect to this Amendment.

4.3 Other Documents. Administrative Agent shall have received such other instruments and documents incidental and appropriate to the transactions provided for herein as Administrative Agent or its special counsel may reasonably request, and all such documents shall be in form and substance satisfactory to Administrative Agent.

 

Third Amendment to Amended and Restated Credit Agreement – Page 2

SECTION 5. Representations and Warranties of Borrower . To induce the Lenders to enter into this Amendment, each Credit Party hereby represents and warrants to the Lenders as follows:

5.1 Reaffirmation of Representations and Warranties/Further Assurances. After giving effect to the amendments herein, each representation and warranty of such Credit Party contained in the Credit Agreement or in any other Loan Document is true and correct in all material respects on the date hereof (except to the extent such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date and any representation or warranty which is qualified by reference to “materiality” or “Material Adverse Effect” is true and correct in all respects).

5.2 Corporate Authority; No Conflicts. The execution, delivery and performance by such Credit Party of this Amendment and all documents, instruments and agreements contemplated herein are within such Credit Party’s corporate or other organizational powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any Governmental Authority and do not violate or constitute a default under any provision of any applicable law or other agreements binding upon such Credit Party or result in the creation or imposition of any Lien upon any of the assets of such Credit Party except for Liens permitted under Section 7.02 of the Credit Agreement.

5.3 Enforceability. This Amendment has been duly executed and delivered by each Credit Party and constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general application.

5.4 No Default. As of the date of this Amendment, both before and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

SECTION 6. Miscellaneous .

6.1 Reaffirmation of Loan Documents and Liens. Except as amended and modified hereby, any and all of the terms and provisions of the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby in all respects ratified and confirmed by each Credit Party. Each Credit Party hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of any Credit Party under the Credit Agreement and the other Loan Documents or the Liens securing the payment and performance thereof.

6.2 Parties in Interest. All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

6.3 Legal Expenses. Each Credit Party hereby agrees to pay all reasonable fees and expenses of special counsel to Administrative Agent incurred by Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and all related documents.

 

Third Amendment to Amended and Restated Credit Agreement – Page 3

6.4 Counterparts. This Amendment may be executed in one or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of photocopies of the signature pages to this Amendment by facsimile or electronic mail shall be effective as delivery of manually executed counterparts of this Amendment.

6.5 Complete Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

6.6 Headings. The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof.

6.7 Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

6.8 Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New York.

6.9 Reference to and Effect on the Loan Documents.

(a) This Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects. Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the Credit Agreement or in any other Loan Document, or other agreements, documents or other instruments executed and delivered pursuant to the Credit Agreement to the “Credit Agreement”, shall mean and be a reference to the Credit Agreement as amended by this Amendment.

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

[SIGNATURE PAGES FOLLOW]

 

Third Amendment to Amended and Restated Credit Agreement – Page 4

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.

 

BORROWER:
EXCO RESOURCES, INC.
By:  

/s/ William L. Boeing

Name:   William L. Boeing
Title:   Vice President and General Counsel
GUARANTORS:
EXCO HOLDING (PA), INC.
EXCO PRODUCTION COMPANY (PA), LLC
EXCO PRODUCTION COMPANY (WV), LLC
EXCO RESOURCES (XA), LLC
EXCO SERVICES, INC.
EXCO MIDCONTINENT MLP, LLC
EXCO PARTNERS GP, LLC
EXCO PARTNERS OLP GP, LLC
EXCO HOLDING MLP, INC.
EXCO EQUIPMENT LEASING, LLC
By:  

/s/ William L. Boeing

Name:   William L. Boeing
Title:   Vice President and General Counsel
EXCO OPERATING COMPANY, LP
By:   EXCO Partners OLP GP, LLC,
  its general partner
  By:  

/s/ William L. Boeing

  Name: William L. Boeing
  Title: Vice President and General Counsel

 

Signature Page to Third Amendment to Amended and Restated Credit Agreement

EXCO GP PARTNERS OLD, LP
By:   EXCO Partners GP, LLC,
  its general partner
  By:  

/s/ William L. Boeing

  Name: William L. Boeing
  Title: Vice President and General Counsel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to Third Amendment to Amended and Restated Credit Agreement

JPMORGAN CHASE BANK, N.A., as a Lender

and as Administrative Agent and Issuing Bank

By:  

/s/ Michael A. Kamauf

Name: Michael A. Kamauf
Title:   Authorized Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to Third Amendment to Amended and Restated Credit Agreement

BANK OF AMERICA, N.A., as a Lender
By:  

/s/ Ronald E. McKaig

Name: Ronald E. McKaig
Title: Managing Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to Third Amendment to Amended and Restated Credit Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION , as a Lender
By:  

/s/ Edward Murkham

Name: Edward Murkham
Title: Assistant Vice President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to Third Amendment to Amended and Restated Credit Agreement

BMO HARRIS BANK N.A. , as a Lender
By:  

/s/ Kevin Utsey

Name: Kevin Utsey
Title: Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to Third Amendment to Amended and Restated Credit Agreement

UBS AG, Stamford Branch,
as a Lender
By:  

/s/ Lana Gifas

Name: Lana Gifas
Title: Director
By:  

/s/ Jennifer Anderson

Name: Jennifer Anderson
Title: Associate Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to Third Amendment to Amended and Restated Credit Agreement

CREDIT SUISSE AG, Cayman Islands Branch,
as a Lender
By:  

/s/ Nupur Kumar

Name: Nupur Kumar
Title: Authorized Signatory
By:  

/s/ Whitney Gaston

Name: Whitney Gaston
Title: Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to Third Amendment to Amended and Restated Credit Agreement

NATIXIS, as a Lender
By:  

/s/ Stuart Murray

Name: Stuart Murray
Title: Managing Director
By:  

/s/ Kenyatta B. Gibbs

Name: Kenyatta B. Gibbs
Title: Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to Third Amendment to Amended and Restated Credit Agreement

DEUTSCHE BANK AG NEW YORK

BRANCH , as a Lender

By:  

/s/ Kirk L. Tashjian

Name: Kirk L. Tashjian
Title: Vice President
By:  

/s/ Peter Cucchiara

Name: Peter Cucchiara
Title: Vice President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to Third Amendment to Amended and Restated Credit Agreement

GOLDMAN SACHS BANK USA , as a Lender
By:  

/s/ Michelle Latzoni

Name: Michelle Latzoni
Title: Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to Third Amendment to Amended and Restated Credit Agreement

CAPITAL ONE, NATIONAL ASSOCIATION ,

as a Lender

By:  

/s/ Victor Ponce de León

Name: Victor Ponce de León
Title: Vice President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to Third Amendment to Amended and Restated Credit Agreement

CIT FINANCE LLC , as a Lender
By:  

/s/ John Feeley

Name: John Feeley
Title: Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to Third Amendment to Amended and Restated Credit Agreement

ING CAPITAL LLC , as a Lender
By:  

/s/ Juli Bieser

Name: Juli Bieser
Title: Director
By:  

/s/ Michael Price

Name: Michael Price
Title: Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to Third Amendment to Amended and Restated Credit Agreement

Exhibit 99.1

 

LOGO   

EXCO Resources, Inc.

12377 Merit Drive, Suite 1700, Dallas, Texas 75251

(214) 368-2084 FAX (972) 367-3559

EXCO Resources, Inc. Announces Increase in Borrowing Base

DALLAS, TEXAS, October 22, 2014…EXCO Resources, Inc. (NYSE:XCO) (“EXCO”) today announced that the lenders under EXCO’s Amended and Restated Credit Agreement (the “Credit Agreement”) completed their regular semi-annual redetermination of the borrowing base, resulting in an increase in the borrowing base from $875 million to $900 million.

Jeff Benjamin, EXCO’s chairman, commented, “The increase to our borrowing base demonstrates the quality of our assets. This increase, combined with the pending sale of our interest in Compass Production Partners, improves our liquidity and positions us to take advantage of development opportunities within our extensive inventory of drilling locations and to pursue complementary acquisitions.”

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, Louisiana and the Appalachia region.

Additional information about EXCO may be obtained by contacting Chris Peracchi, Vice President of Finance and Investor Relations, and Treasurer, 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 SEC filings and press releases can be found under the Investor Relations tab.