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 24, 2015
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) |
Registrants 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 Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On November 24, 2015, EXCO Resources, Inc. (the Company ), certain of the Companys subsidiary guarantors (the Guarantors ), and Wilmington Trust Company, as trustee (the Trustee ), entered into a Fifth Supplemental Indenture (the Fifth Supplemental Indenture ) effecting amendments (the Amendments ) to the Indenture governing the Companys 7.500% senior notes due 2018 (the Notes ), dated as of September 15, 2010, by and among the Company, the Guarantors and the Trustee, as supplemented by that certain First Supplemental Indenture, dated April 15, 2010, that certain Second Supplemental Indenture, dated February 12, 2013, and that certain Fourth Supplemental Indenture, dated May 12, 2014 (collectively, the Indenture ). The Fifth Supplemental Indenture became operative on November 25, 2015 following the completion of the Companys previously announced consent solicitation, pursuant to which the Company received consents to the Amendments by the holders of a majority of the outstanding aggregate principal amount of Notes (the Consent Solicitation ).
The Fifth Supplemental Indenture: (i) amends the Indenture to eliminate the reduction in the amount of secured indebtedness permitted under the Companys Credit Facilities (as defined in the Indenture) upon principal payments which result in a permanent reduction in the borrowing capacity of the Company and its subsidiaries and (ii) 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.
The foregoing description of the Fifth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Fifth Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Section 7 Regulation FD
Item 7.01 Regulation FD Disclosure.
On November 25, 2015, the Company issued a press release announcing the results of the Consent Solicitation and the entry into the Fifth Supplemental Indenture. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
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 8 Other Events
Item 8.01 Other Events.
The Company has become aware through a purported notice asserted by the counterparties thereto of an alleged material breach of the Participation Agreement (as amended, the Participation Agreement ), dated July 31, 2013, among EXCO Operating Company, LP ( EOC ), a wholly-owned subsidiary of the Company, and Admiral A Holding L.P., TE Admiral A Holding L.P. and Colt Admiral A Holding L.P. (collectively, the KKR Parties ). The breach asserted by the KKR Parties arises with respect to the third quarter 2015 well purchase proposal by EOC related to 21 wells valued at approximately $42.7 million by an independent reserve engineering firm (approximately $35.0 million after adjustments for the net proceeds of production since the June 30, 2015 effective date through October 2015).
The Company intends to challenge the assertion by the KKR Parties that the Company is obligated to purchase such wells. This disclosure is not intended to be an acknowledgement or admission by the Company that any breach or default has occurred under the Participation Agreement nor the materiality in any respect of such disputed matter.
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Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
|
Description |
|
4.1 | Fifth Supplemental Indenture, dated as of November 24, 2015, by and among EXCO Resources, Inc., certain of its subsidiaries, and Wilmington Trust Company, as trustee. | |
99.1 | Press Release, dated November 25, 2015, issued by EXCO Resources, Inc. (furnished herewith pursuant to Item 7.01). |
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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.
EXCO RESOURCES, INC. | ||||||||
Date: November 25, 2015 | By: |
/s/ William L. Boeing |
||||||
Name: | William L. Boeing | |||||||
Title: | Vice President, General Counsel and Secretary |
EXHIBIT INDEX
Exhibit
|
Description |
|
4.1 | Fifth Supplemental Indenture, dated as of November 24, 2015, by and among EXCO Resources, Inc., certain of its subsidiaries, and Wilmington Trust Company, as trustee. | |
99.1 | Press Release, dated November 25, 2015, issued by EXCO Resources, Inc. (furnished herewith pursuant to Item 7.01). |
Exhibit 4.1
FIFTH SUPPLEMENTAL INDENTURE
THIS FIFTH SUPPLEMENTAL INDENTURE (this Supplemental Indenture ), dated as of November 24, 2015 (the Effective Date ), is by and among EXCO Resources, Inc., a Texas corporation (the Company ), the Subsidiary Guarantors (as defined in the Indenture below) from time to time party hereto, and Wilmington Trust Company, a Delaware trust company, as trustee (the Trustee ).
W I T N E S S E T H
WHEREAS , the Company has previously issued 7.500% senior notes due 2018 in the original aggregate principal amount of $750 million (the 2018 Debt Securities ) under the Indenture, dated as of September 15, 2010 (the Base Indenture ), by and among the Company, the Subsidiary Guarantors from time to time party thereto, and Trustee, as supplemented by that certain First Supplemental Indenture, dated as of September 15, 2010 (the First Supplemental Indenture ), as supplemented by that certain Second Supplemental Indenture, dated as of February 12, 2013 (the Second Supplemental Indenture ), and as supplemented by that certain Fourth Supplemental Indenture, dated as of May 12, 2014 (the Fourth Supplemental Indenture , and collectively with the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the Indenture );
WHEREAS, under Section 8.03 of the First Supplemental Indenture, the Company, the Guarantors and the Trustee may amend the First Supplemental Indenture as it relates to the 2018 Debt Securities with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding 2018 Debt Securities voting as a single class;
WHEREAS , as of the Effective Date, there were approximately $199 million in aggregate principal amount of 2018 Debt Securities outstanding;
WHEREAS , Holders of at least a majority in aggregate principal amount of the 2018 Debt Securities outstanding, voting as a class, have consented to the amendments set forth herein in connection with that certain Consent Solicitation Statement of EXCO Resources, Inc. regarding Solicitation of Consents Relating to the 7.500% Senior Notes due 2018 provided to Holders on November 10, 2015 (the Consent Solicitation Statement );
WHEREAS , this Supplemental Indenture is authorized by Section 8.03 of the First Supplemental Indenture;
WHEREAS , the Company has furnished the Trustee with an Officers Certificate, a resolution of its Board of Directors, and an Opinion of Counsel complying with the requirements of Section 1.02 of the Base Indenture and Section 8.07 of the First Supplemental Indenture; and
WHEREAS , all things necessary to make this Supplemental Indenture a valid agreement of the Company, the Subsidiary Guarantors and the Trustee and a valid amendment to the Indenture have been done.
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 Notes, as follows:
SECTION 1. Capitalized Terms . Initially capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
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SECTION 2. Amendments to Indenture .
2.01 The definition of Credit Facilities set forth in Section 2.02 of the First Supplemental Indenture, respectively, is hereby amended in its entirety to read as follows in the First Supplemental Indenture:
Credit Facilities means with respect to the Company or any Restricted Subsidiary, one or more debt facilities (including the Credit Agreement) or other financing arrangements (including commercial paper facilities, notes or indentures) providing for revolving credit loans, term loans, notes, production payments, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit, capital markets financings or other long-term indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.
2.02 Section 4.05(b)(1) of the First Supplemental Indenture is hereby amended in its entirety to read as follows in the First Supplemental Indenture:
(1) Indebtedness Incurred by the Company and the Subsidiary Guarantors pursuant to any Credit Facility; provided, however, that, immediately after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (b)(1) and then outstanding does not exceed an amount equal to the greater of (A) $1.2 billion and (B) 75% of ACNTA as of the date of such Incurrence;
SECTION 3. Effectiveness . Subject to the following sentence, this Supplemental Indenture shall become effective on the Effective Date, and the Indenture and the 2018 Debt Securities shall be supplemented in accordance herewith. Notwithstanding the foregoing, the amendments to the Indenture provided for in Section 1 hereof shall become operative only upon the payment of the aggregate Consent Fee (as defined in the Consent Solicitation Statement) in accordance with the Consent Solicitation Statement.
SECTION 4. 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 Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of 2018 Debt Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
SECTION 5. GOVERNING LAW . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
SECTION 6. Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
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SECTION 7. Effect of Headings . The section headings herein are for convenience only and shall not affect the construction or interpretation of the provisions hereof.
SECTION 8. The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this 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.
[Remainder of page intentionally left blank;
Signature pages follow.]
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IN WITNESS WHEREOF, the parties below have caused this Fifth Supplemental Indenture to be duly executed as the date first written above.
ISSUER: | ||
EXCO RESOURCES, INC. | ||
By: |
/s/ William L Boeing |
|
William L. Boeing | ||
Vice President, General Counsel and Secretary | ||
GUARANTORS: | ||
EXCO SERVICES, INC. | ||
By: |
/s/ William L Boeing |
|
William L. Boeing | ||
Vice President, General Counsel and Secretary | ||
EXCO PARTNERS GP, LLC | ||
By: |
/s/ William L Boeing |
|
William L. Boeing | ||
Vice President, General Counsel and Secretary | ||
EXCO GP PARTNERS OLD, LP | ||
By: | EXCO PARTNERS GP, LLC, | |
its General Partner | ||
By: |
/s/ William L Boeing |
|
William L. Boeing | ||
Vice President, General Counsel and Secretary |
Signature Page to
Fifth Supplemental Indenture
EXCO PARTNERS OLP GP, LLC | ||
By: |
/s/ William L Boeing |
|
William L. Boeing | ||
Vice President, General Counsel and Secretary | ||
EXCO OPERATING COMPANY, LP | ||
By: | EXCO PARTNERS OLP GP, LL, its general partner | |
By: |
/s/ William L Boeing |
|
William L. Boeing | ||
Vice President, General Counsel and Secretary | ||
EXCO MIDCONTINENT MLP, LLC | ||
By: |
/s/ William L Boeing |
|
William L. Boeing | ||
Vice President, General Counsel and Secretary | ||
EXCO HOLDING (PA), INC. | ||
By: |
/s/ William L Boeing |
|
William L. Boeing | ||
Vice President, General Counsel and Secretary |
Signature Page to
Fifth Supplemental Indenture
EXCO PRODUCTION COMPANY (PA), LLC | ||
By: |
/s/ William L Boeing |
|
William L. Boeing | ||
Vice President, General Counsel and Secretary | ||
EXCO PRODUCTION COMPANY (WV), LLC | ||
By: |
/s/ William L Boeing |
|
William L. Boeing | ||
Vice President, General Counsel and Secretary | ||
EXCO RESOURCES (XA), LLC | ||
By: |
/s/ William L Boeing |
|
William L. Boeing | ||
Vice President, General Counsel and Secretary | ||
EXCO LAND COMPANY, LLC | ||
By: |
/s/ William L Boeing |
|
William L. Boeing | ||
Vice President, General Counsel and Secretary |
Signature Page to
Fifth Supplemental Indenture
EXCO HOLDING MLP, INC. | ||
By: |
/s/ William L Boeing |
|
William L. Boeing | ||
Vice President, General Counsel and Secretary |
Signature Page to
Fifth Supplemental Indenture
WILMINGTON TRUST COMPANY , as Trustee | ||
By: |
/s/ W. Thomas Morris II |
|
W. Thomas Morris II | ||
Vice President |
Signature Page to
Fifth Supplemental Indenture
Exhibit 99.1
EXCO Resources, Inc. 12377 Merit Drive, Suite 1700, Dallas, Texas 75251 (214) 368-2084 Fax (972) 367-3559 |
EXCO Resources Announces Successful Consent Solicitation
DALLAS, TEXAS, November 25, 2015 EXCO Resources, Inc. (NYSE:XCO) (EXCO or the Company) today announced that the Company has obtained the requisite consents to approve the proposed amendments on its previously announced consent solicitation to amend the indenture governing its 7.500% senior notes due 2018 (the Notes), which expired at 5:00 p.m., New York City Time, on November 24, 2015 (the Expiration Date).
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 Notes, which became operative on November 25, 2015. The new supplemental indenture: (i) eliminates the reduction in the amount of secured indebtedness permitted under EXCOs credit facilities upon principal payments which result in a permanent reduction in borrowing capacity of EXCO and its subsidiaries, and (ii) 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 Solicitation Agent for the consent solicitation, and D.F. King & Co., Inc. acted as the Information, Tabulation and Paying Agent for the consent solicitation.
This announcement does not constitute a solicitation of consents of holders of the Notes and shall not be deemed a solicitation of consents with respect to any other 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 Appalachia.
Additional information about EXCO Resources, Inc. may be obtained by contacting Chris Peracchi, EXCOs Vice President of Finance and Investor Relations, and Treasurer, at EXCOs headquarters, 12377 Merit Drive, Suite 1700, Dallas, TX 75251, telephone number (214) 368-2084, or by visiting EXCOs website at www.excoresources.com. EXCOs 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 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 EXCOs 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.