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): November 4, 2015
EXCO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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Texas
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001-32743
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74-1492779
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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12377 Merit Drive
Suite 1700, LB 82
Dallas,
Texas
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75251
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(Address of principal executive offices)
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(Zip Code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, on October 30, 2015, EXCO Resources, Inc. (the “
Company
”) entered into Purchase
Agreements (the “
Follow-on Purchase Agreements
”) with certain holders (the “
Holders
”) of its 7.5% senior notes due 2018 (the “
2018 Notes
”) and 8.5% senior notes due 2022 (the
“
2022 Notes
,” and together with the 2018 Notes, the “
Notes
”), pursuant to which the Company agreed to repurchase an aggregate principal amount of approximately $175 million of 2018 Notes and $76
million of 2022 Notes from the Holders (the “
Follow-on Note Repurchase
”) in exchange for such Holders’ agreement to advance the Company approximately $109 million in aggregate principal amount of senior secured second
lien term loans (the “
Follow-on Exchange Term Loan
”) under the Company’s Term Loan Credit Agreement, dated October 19, 2015, by and among the Company, certain of its subsidiaries, as guarantors, certain holders of
the Notes, as lenders, and Wilmington Trust, National Association, as administrative agent and collateral trustee (the “
Exchange Credit Agreement
”).
On November 4, 2015, pursuant to the Follow-on Purchase Agreements, the Holders entered into Joinder Agreements to the Exchange Credit
Agreement, pursuant to which such Holders became lenders under the Exchange Credit Agreement and the Company closed the funding of the Follow-on Exchange Term Loan (the “
Joinder Agreements
”). The proceeds of the Follow-on
Exchange Term Loan were deemed to be used to complete the Follow-on Note Repurchase. The Notes repurchased will be cancelled by the trustee following customary settlement procedures.
As a result of the Follow-on Note Repurchase and the Company’s previously announced repurchases of Notes, the Company has approximately
$199 million in aggregate principal amount of 2018 Notes outstanding and approximately $223 million in aggregate principal amount of 2022 Notes outstanding. Additionally, as a result of the Follow-on Exchange Term Loan and the Company’s
previously announced funding of senior secured second lien term loans, the Company has approximately $700 million in aggregate principal amount of senior secured second lien term loans outstanding.
The foregoing description of the Joinder Agreements does not purport to be complete and is qualified in its entirety by reference to the Form
of Joinder Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Section 8 – Other Events
Item 8.01 Other Events.
On
November 4, 2015, the Company issued a press release announcing the closing of the Follow-on Note Repurchase and the Follow-on Exchange Term Loan. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
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Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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10.1
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Form of Joinder Agreement to Term Loan Credit Agreement.
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99.1
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Press Release, dated November 4, 2015, issued by EXCO Resources, Inc.
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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.
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EXCO RESOURCES, INC.
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Date: November 4, 2015
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By:
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/s/ William L. Boeing
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Name:
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William L. Boeing
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Title:
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Vice President, General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description
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10.1
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Form of Joinder Agreement to Term Loan Credit Agreement.
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99.1
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Press Release, dated November 4, 2015, issued by EXCO Resources, Inc.
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Exhibit 10.1
LENDER JOINDER AGREEMENT
This
LENDER JOINDER AGREEMENT
(this “
Joinder
”) is made as of November , 2015, by each of the
undersigned (each, an “
Additional Lender
”), in favor of EXCO Resources, Inc., a Texas corporation, as Borrower (“
Borrower
”), certain subsidiaries of Borrower, as Guarantors (“Guarantors”), and Wilmington
Trust National Association, as Administrative Agent (in such capacity, “
Administrative Agent
”). The effective date for this Joinder (the “
Effective Date
”) shall be the date specified on Schedule I attached
hereto.
Reference is made to that certain Term Loan Credit Agreement dated as of October 19, 2015, by and among Borrower,
Guarantors, Administrative Agent, Wilmington Trust National Association, as Collateral Trustee (the “
Collateral Trustee
”), and the lenders party thereto from time to time (as the same may be modified, amended, or restated from time
to time, the “
Credit Agreement
”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Pursuant to
Section 2.18
of the Credit Agreement, Borrower has notified Administrative Agent that it has obtained the commitment
of the undersigned Additional Lenders to provide an Increase in the Loans on the Effective Date. In accordance with
Section 2.18
, each of the Additional Lenders hereby agrees as follows:
1. Each Additional Lender agrees to become a Lender and to be bound by the terms of the Credit Agreement as a Lender, with the Commitments set
forth on Schedule I attached hereto.
2. Each Additional Lender: (a) represents and warrants that (i) it has full power and
authority, and has taken all necessary action, to execute and deliver this Joinder and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets the requirements to be a Lender under the
Credit Agreement, (iii) confirms that it has received a copy of the Credit Agreement and the other Loan Documents (except for copies of Assignment and Assumption agreements which are available to the Additional Lender upon request), and such
other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder, and (iv) it has, independently and without reliance upon the Administrative Agent or any other Lender and
based on the documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Joinder; (b) agrees that it will, independently and without reliance upon Administrative Agent or any other
Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other Loan Document; (c) appoints and
authorizes Administrative Agent and Collateral Trustee, as applicable, to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to Administrative
Agent and/or the Collateral Agent, as applicable, by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (d) agrees that it will perform in accordance with their terms all of the obligations that by
the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender; and (e) has provided to Administrative Agent prior to the date hereof the documents required under
Section 2.12(d)
of the
Credit Agreement (including but not limited to completed and signed copies of any forms that may be required by the United States Internal Revenue Service (together with any additional supporting documentation required pursuant to applicable
Treasury Department regulations or such other evidence satisfactory to Borrower and Administrative Agent) in order to certify such Additional Lender’s exemption from United States withholding taxes with respect to any payments or distributions
made or to be made to such Additional Lender in respect of the Loans or under the Credit Agreement if such Additional Lender is organized under the laws of a jurisdiction outside the United States).
Page 1
3. Each Additional Lender confirms that is will not sell, assign, transfer or otherwise dispose
of its interest in the Credit Agreement and the Loan Documents except in accordance with the terms of the Loan Documents, which requires entering into an Assignment and Assumption, substantially in the form attached as Exhibit A to the Credit
Agreement.
Borrower hereby notifies each Additional Lender that the Loans were issued with Original Issue Discount under
Section 1272, 1273 and 1275 of the Internal Revenue Code of 1986, as amended.
Each Additional Lender may contact Mark Fesmire, Director of Tax Accounting of the Borrower, at (214) 368-2084, who will provide such Additional Lender with
any required information regarding the Original Issue Discount.
In accordance with
Section 2.18(c)
of the Credit Agreement,
as of the Effective Date the Additional Portions of the Loans representing the Increase shall constitute Loans under, and all be entitled to all the benefits afforded by the Credit Agreement and the other Loan Documents, and shall benefit equally
and ratably from any guarantees and the security interests created by the Loan Documents; provided, however, that interest shall begin to accrue on the Additional Portions of the Loans on the Effective Date. In addition, as of the Effective Date,
each Additional Lender shall be a party to the Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunder. This Joinder shall be governed by, and construed in accordance with, the laws of the State of
New York. This Joinder may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement. Delivery of an executed counterpart of to this Joinder by telecopier or email (with a PDF copy attached) shall be effective as delivery of a manually executed counterpart of this Joinder.
Remainder of Page Intentionally Left Blank
Signature Page(s) Follow.
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IN WITNESS WHEREOF
, each Additional Lender has caused this Joinder to be executed by its
officers thereunto duly authorized as of the date specified thereon.
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ADDITIONAL LENDERS:
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By:
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Name:
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Title:
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Signature Page to
Lender Joinder Agreement
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ACCEPTED AND APPROVED:
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WILMINGTON TRUST, NATIONAL
ASSOCIATION,
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as Administrative Agent
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By:
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Name:
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Title:
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Signature Page to
Lender Joinder Agreement
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CONSENTED TO AS OF THE DATE FIRST
WRITTEN ABOVE:
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BORROWER:
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EXCO RESOURCES, INC.
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By:
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Name:
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Title:
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Signature Page to
Lender Joinder Agreement
SCHEDULE I
to
JOINDER
ADDITIONAL LENDERS
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Lender
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Commitment
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Applicable Percentage
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1.
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2.
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3.
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4.
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5.
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TOTAL
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Total Commitments after giving effect to this Joinder:
Effective Date: November , 2015
Contact and Notice Information:
Schedule I
Exhibit 99.1
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EXCO Resources, Inc.
12377 Merit
Drive, Suite 1700, Dallas, Texas 75251
(214) 368-2084 Fax (972) 367-3559
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EXCO Resources Announces Closing of Second Lien Term Loan and Note Repurchase
DALLAS, TEXAS, November 4, 2015…EXCO Resources, Inc. (NYSE:XCO) (“EXCO” or the “Company”) today announced that it had closed the
funding of its previously announced 12.5% Senior Secured Second Lien Term Loan in the aggregate principal amount of approximately $109 million (the “Exchange Term Loan”).
Simultaneously with the funding of the Exchange Term Loan and pursuant to a series of purchase agreements, the Company completed its previously announced
repurchase (the “Note Repurchase”) of an aggregate principal amount of approximately $175 million of 2018 Notes and an aggregate principal amount of approximately $76 million of 2022 Notes. The proceeds of the Exchange Term Loan were
deemed to be used to complete the Note Repurchase and the Notes repurchased will be cancelled by the trustee following customary settlement procedures.
Additional information about the transactions will be available in a Form 8-K to be filed by the Company in connection with the transactions described above.
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 Appalachia.
Additional information about EXCO Resources, Inc. may be obtained by contacting Chris Peracchi, EXCO’s 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.
Forward-Looking Statements
This release may contain forward-looking statements relating to future financial results, business expectations and 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: continued volatility in the oil and gas markets, the estimates of reserves, commodity price changes,
regulatory changes and general economic conditions. These 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.