EXCO RESOURCES INC (Form: 8-K, Received: 08/10/2016 06:16:29)

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): August 9, 2016

EXCO RESOURCES, INC.

(Exact name of registrant as specified in its charter)


Texas	001-32743	74-1492779
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. 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 August 9, 2016, EXCO Resources, Inc. (the “ Company ”) accepted for purchase certain of its 7.500% Senior Notes due 2018 (the “ 2018 Notes ”) and its 8.500% Senior Notes due 2022 (the “ 2022 Notes ” and together with the 2018 Notes, the “ Notes ”) tendered in its previously announced cash tender offer (the “ Tender Offer ”) and consent solicitation (the “ Consent Solicitation ”) to amend certain terms of the indenture governing the 2022 Notes (the “ 2022 Notes Indenture ”).

The following table sets forth the original outstanding principal amount of Notes included in the tender offer, the principal amount of Notes tendered and not withdrawn as of the early tender/consent only deadline and the principal amount accepted for purchase.


Title of Security	CUSIP and ISIN Numbers	Principal Amount Outstanding		Acceptance Priority Level	Aggregate Principal Amount Tendered and Not Withdrawn	Aggregate Principal Amount Accepted for Purchase
8.500% Senior Notes due 2022 ( “2022 Notes” )	269279AE5 US269279AE58	$	171,432,000	1	$117,023,000	$101,263,000
7.500% Senior Notes due 2018 ( “2018 Notes” )	269279AD7 US269279AD75	$	131,576,000	2	$23,470,000	$0

As the Tender Offer is oversubscribed with respect to each series of Notes, the Company has accepted for purchase tendered Notes on a prorated basis in the manner described in the Offer to Purchase and Consent Solicitation Statement dated as of July 27, 2016. Holders who tender Notes or deliver consents after the early tender/consent only deadline will not have any of their Notes or consents accepted for payment.

As a result of the receipt of the required consents pursuant to the Consent Solicitation, the Company and the trustee under the 2022 Notes Indenture have executed a supplemental indenture (the “ Sixth Supplemental Indenture ”) to amend the definition of “Credit Facilities” in the 2022 Notes Indenture to include debt securities as a permitted form of additional secured indebtedness, in addition to term loans and other credit facilities currently permitted. The Sixth Supplemental Indenture will be effective immediately upon its execution and delivery to the trustee under the 2022 Notes Indenture. However, the proposed amendment will not become operative until the Company notifies the trustee under the 2022 Notes Indenture that the amounts payable by the Company pursuant to the Tender Offer and the Consent Solicitation are deposited with the tender agent on the early payment date, which is expected to occur on August 12, 2016.

The foregoing description of the Sixth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the document, a copy of which is attached hereto as Exhibit 4.1 and incorporated by reference.

Section 7 – Regulation FD

Item 7.01

Regulation FD Disclosure.

On August 10, 2016, the Company issued a press release announcing the early tender results of the previously announced Tender Offer and Consent Solicitation. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

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 9 – Financial Statements and Exhibits

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits



4.1		Sixth Supplemental Indenture, dated August 9, 2016, by and among EXCO Resources, Inc., certain of its subsidiaries and Wilmington Trust Company, as trustee.

99.1		Press Release, dated August 10, 2016, issued by EXCO Resources, Inc. (furnished herewith pursuant to Item 7.01).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	EXCO RESOURCES, INC. (Registrant)

Date: August 10, 2016

	By:	/s/ Justin Clarke
	Name:	Justin Clarke
	Title:	Vice President, General Counsel and Secretary

EXHIBIT INDEX



4.1		Sixth Supplemental Indenture, dated August 10, 2016, by and among EXCO Resources, Inc., certain of its subsidiaries and Wilmington Trust Company, as trustee.

99.1		Press release, dated August 10, 2016, issued by EXCO Resources, Inc. (furnished herewith pursuant to Item 7.01).

Exhibit 4.1

SIXTH SUPPLEMENTAL INDENTURE

SIXTH SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of August 9, 2016 (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 its 8.500% Senior Notes due 2022 in the initial aggregate principal amount of $500 million (the “ 2022 Debt Securities ”) under the Third Supplemental Indenture dated as of April 16, 2014 (the “ Third Supplemental Indenture ”) to the Indenture dated as of September 15, 2010 (the “ Base Indenture ,” and as supplemented by the Third Supplemental Indenture, the “ Indenture ”);

WHEREAS, under Section 8.03 of the Third Supplemental Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend the Third Supplemental Indenture as it relates to the 2022 Debt Securities with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding 2022 Debt Securities excluding any 2022 Debt Securities held by the Company or its Affiliates (including consents obtained in connection with a tender offer for the 2022 Debt Securities);

WHEREAS , Holders of at least a majority in aggregate principal amount of the 2022 Debt Securities outstanding (excluding any 2022 Debt Securities held by the Company or its Affiliates) consented to the amendments set forth herein in connection with that certain Offer to Purchase and 2022 Notes Consent Solicitation Statement of the Company regarding solicitation of consents relating to the 2022 Debt Securities provided to Holders on July 27, 2016 and the related Letter of Transmittal and Consent (as amended, modified or supplemented from time to time and together with any ancillary documents related thereto, the “ Tender Offer and Consent Solicitation Documents ”);

WHEREAS , this Supplemental Indenture is authorized by Section 8.03 of the Third Supplemental Indenture;

WHEREAS , the Company has furnished the Trustee with an Officer’s Certificate and an Opinion of Counsel complying with the requirements of Sections 102 and 103 of the Base Indenture and Section 8.07 of the Third 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.

SECTION 2. Amendments to Indenture .

2.01 The definition of “ Credit Facilities ” set forth in Section 2.02 of the Third Supplemental Indenture is hereby amended in its entirety to read as follows in the Third 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) or 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.”

SECTION 3. Effectiveness . Subject to the following sentence, this Supplemental Indenture shall become effective on the Effective Date, and the Indenture and the 2022 Debt Securities shall be supplemented in accordance herewith. Notwithstanding the foregoing, the amendment to the Indenture provided for in Section 2 hereof shall become operative only upon the Company’s notification of the Trustee that amounts payable by the Company pursuant to the Tender Offer and Consent Solicitation Documents have been deposited with the tender agent on the first Payment Date (as defined in the Tender Offer and Consent Solicitation Documents).

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. Every reference in the Indenture to the Indenture shall hereby be deemed to mean the Indenture as supplemented by this Supplemental Indenture. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of 2022 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 LAWS OF THE STATE OF NEW YORK.

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. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture.

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 Subsidiary Guarantors.

[Remainder of page intentionally left blank;

Signature pages follow.]

IN WITNESS WHEREOF, the parties below have caused this Sixth Supplemental Indenture to be duly executed as the date first written above.


ISSUER:

EXCO RESOURCES, INC.

By:		/s/ Justin Clarke
		Justin Clarke
		Vice President, General Counsel and Secretary

SUBSIDIARY GUARANTORS:

EXCO SERVICES, INC.

By:		/s/ Justin Clarke
		Justin Clarke
		Vice President, General Counsel and Secretary

EXCO PARTNERS GP, LLC

By:		/s/ Justin Clarke
		Justin Clarke
		Vice President, General Counsel and Secretary

EXCO GP PARTNERS OLD, LP

By:		EXCO PARTNERS GP, LLC,
		its General Partner

By:		/s/ Justin Clarke
		Justin Clarke
		Vice President, General Counsel and Secretary

EXCO PARTNERS OLP GP, LLC

By:		/s/ Justin Clarke
		Justin Clarke
		Vice President, General Counsel and Secretary

[Signature Page to Sixth Supplemental Indenture]


EXCO OPERATING COMPANY, LP

By:		EXCO PARTNERS OLP GP, LLC, its general partner

By:		/s/ Justin Clarke
		Justin Clarke
		Vice President, General Counsel and Secretary

EXCO MIDCONTINENT MLP, LLC

By:		/s/ Justin Clarke
		Justin Clarke
		Vice President, General Counsel and Secretary

EXCO HOLDING (PA), INC.

By:		/s/ Justin Clarke
		Justin Clarke
		Vice President, General Counsel and Secretary

EXCO PRODUCTION COMPANY (PA), LLC

By:		/s/ Justin Clarke
		Justin Clarke
		Vice President, General Counsel and Secretary

EXCO PRODUCTION COMPANY (WV), LLC

By:		/s/ Justin Clarke
		Justin Clarke
		Vice President, General Counsel and Secretary

EXCO EQUIPMENT LEASING, LLC

By:		/s/ Justin Clarke
		Justin Clarke
		Vice President, General Counsel and Secretary

[Signature Page to Sixth Supplemental Indenture]


EXCO RESOURCES (XA), LLC

By:		/s/ Justin Clarke
		Justin Clarke
		Vice President, General Counsel and Secretary

EXCO LAND COMPANY, LLC

By:		/s/ Justin Clarke
		Justin Clarke
		Vice President, General Counsel and Secretary

EXCO HOLDING MLP, INC.

By:		/s/ Justin Clarke
		Justin Clarke
		Vice President, General Counsel and Secretary

[Signature Page to Sixth Supplemental Indenture]


WILMINGTON TRUST COMPANY, as Trustee

By:		/s/ W. T. Morris II
		W. Thomas Morris II
		Vice President

[Signature Page to Sixth Supplemental Indenture]

Exhibit 99.1

LOGO

EXCO Resources, Inc.

12377 Merit Drive, Suite 1700, Dallas, Texas 75251

Investor Relations Contact: Chris Peracchi (214) 368-2084

EXCO Resources, Inc. Announces Early Tender Offer Results for its 7.500% Senior Notes Due 2018 and 8.500% Senior Notes Due 2022 and Receipt of Consents to Amend the Indenture Governing its 8.500% Senior Notes Due 2022

August 10, 2016

DALLAS—(BUSINESS WIRE)—EXCO Resources, Inc. (NYSE:XCO) (“EXCO”) today announced the early tender results of the previously announced cash tender offer (the “Tender Offer”) for EXCO’s outstanding 7.500% Senior Notes due 2018 (the “2018 Notes”) and EXCO’s outstanding 8.500% Senior Notes due 2022 (the “2022 Notes” and together with the 2018 Notes, the “Notes”) and the consent solicitation (the “Consent Solicitation”) to amend certain terms of the indenture governing the 2022 Notes (the “2022 Notes Indenture”).

The following table sets forth the original outstanding principal amount of Notes included in the Tender Offer, the principal amount of Notes tendered and not withdrawn as of the Early Tender/Consent Only Deadline (as defined below) and the principal amount accepted for purchase.


Title of Security	CUSIP and ISIN Numbers	Principal Amount Outstanding		Acceptance Priority Level	Aggregate Principal Amount Tendered and Not Withdrawn	Aggregate Principal Amount Accepted for Purchase
8.500% Senior Notes due 2022 (“ 2022 Notes ”)	269279AE5 US269279AE58	$	171,432,000	1	$117,023,000	$101,263,000
7.500% Senior Notes due 2018 (“ 2018 Notes ”)	269279AD7 US269279AD75	$	131,576,000	2	$23,470,000	$0

As of the early tender and consent payment deadline of 5:00 p.m., New York City time, on August 9, 2016 (the “Early Tender/Consent Only Deadline”), $23,470,000 in aggregate principal amount, or approximately 17.84% percent, of the 2018 Notes outstanding held by non-affiliates has been validly tendered and not withdrawn, $117,023,000 in aggregate principal amount, or approximately 68.3% percent, of the 2022 Notes outstanding held by non-affiliates has been validly tendered and not withdrawn, and holders of an additional $25,240,000 in aggregate principal amount, or approximately 14.7% percent, of the 2022 Notes outstanding held by non-affiliates, have not tendered, but have provided consents that have been validly tendered and not revoked.

As the Tender Offer is oversubscribed with respect to each series of Notes, EXCO has accepted for purchase tendered Notes on a prorated basis in the manner described in the Offer to Purchase and Consent Solicitation Statement dated as of July 27, 2016. Holders who tender Notes or deliver consents after the Early Tender/Consent Only Deadline will not have any of their Notes or consents accepted for payment.

As of the Early Tender/Consent Only Deadline, holders of a majority of the outstanding aggregate principal amount of the 2022 Notes have provided consents to adopt the proposed amendments to the 2022 Notes Indenture. As a result, EXCO and the trustee under the 2022 Notes Indenture have executed a supplemental indenture (the “Supplemental Indenture”) to amend the 2022 Notes Indenture, which will amend the definition of “Credit Facilities” in the 2022 Notes Indenture to include debt securities as a permitted form of additional secured indebtedness, in addition to term loans and other credit facilities currently permitted. The Supplemental Indenture will be effective immediately upon its execution and delivery to the trustee under the 2022 Notes Indenture. However, the proposed amendment will not become operative until EXCO notifies the trustee under the 2022 Notes Indenture that the amounts payable by EXCO pursuant to the Tender Offer and the Consent Solicitation are deposited with the Tender Agent on the early payment date, which is expected to occur on August 12, 2016.

Credit Suisse Securities (USA) LLC is acting as Dealer Manager for the Tender Offer and Solicitation Agent for the Consent Solicitation, and D.F. King & Co., Inc. is acting as the Information Agent, Tabulation Agent and Tender Agent for the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (U.S. toll free) or (212) 538-1862 (collect). Copies of the documents may be obtained from D.F. King & Co., Inc. via the internet at www.dfking.com/exco, by email at exco@dfking.com or by telephone at (212) 269-5550 (for banks and brokers) or (800) 884-5197 (for all others).This announcement does not constitute an offer to purchase Notes or a solicitation of an offer to sell Notes and shall not be deemed to be an offer to purchase or a solicitation of an offer to sell with respect to any securities of EXCO or its subsidiaries. The Tender Offer and 2022 Notes Consent Solicitation are not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable state or foreign securities or “blue sky” laws.

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 the Appalachia region.

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 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 strategic and financial alternatives and other 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: the completion of the Tender Offer, EXCO’s ability to implement or execute on any strategic or financial alternatives, adjust its capital structure, or increase its liquidity; continued volatility of, or depressed prices in, the oil and gas markets; future capital requirements and availability of financing, including reductions to EXCO’s borrowing base and limitations on its ability to incur certain types of indebtedness under its debt agreements; EXCO’s ability to meet its current and future debt service obligations, including its ability to maintain compliance with its debt covenants; cash flow and liquidity; estimates of reserves and economic assumptions, including estimates related to acquisitions and dispositions of oil and natural gas properties and general economic conditions, including costs associated with drilling and operations of EXCO’s properties. These and other 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.

Contact :

EXCO Resources, Inc.

Chris Peracchi, 214-368-2084

Vice President of Finance and Investor Relations, and Treasurer