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): April 9, 2009 (April 7, 2009)
Concho Resources Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
|
|
|
001-33615
|
|
76-0818600 |
|
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.) |
|
|
|
550 West Texas Avenue, Suite 100
Midland, Texas
|
|
79701 |
|
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code) |
|
Registrants telephone number, including area code: (432) 683-7443
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):
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
Concho Resources Inc. (the Company) entered into the First Amendment to Amended and Restated
Credit Agreement (the First Amendment)
dated as of April 7, 2009, with the lenders party
thereto and JPMorgan Chase Bank, N.A., as administrative agent.
The First Amendment reaffirms the current borrowing base of $960 million and adds certain
provisions relating to defaulting lenders which, among other things, require, at the request of the
administrative agent, the Company to cash collateralize or prepay a defaulting lenders pro rata
share of letter of credit and swingline loan exposure. The First Amendment also amends the
calculation of alternate base rate interest, which is used in connection with non-Eurodollar rate
loans from the greater of (i) the JPMorgan Chase Bank prime rate or (ii) the federal funds rate
plus 0.50% to the greatest of the (i) JPMorgan Chase Bank prime rate, (ii) the federal funds rate
plus 0.50% and (iii) the rate for one-month U.S. dollar deposits in the London interbank market
plus 1.00%.
In addition, the First Amendment revises the pricing schedule to (i) increase the Eurodollar rate
margin from a range of 1.25% to 2.75% to a range of 2.00% to 3.00% (depending on the then-current
borrowing base usage), (ii) increase the alternate base rate margin from a range of 0.00% to 1.25%
to a range of 1.125% to 2.125% (depending on the then-current borrowing base usage), and (iii)
increase the unused commitment fee rate from a range of 0.25% to 0.50% to a flat rate of 0.50%.
A copy of the First Amendment is attached as Exhibit 4.1 to this Current Report on Form 8-K and
incorporated herein by reference. The above description of the First Amendment is a summary and is
qualified in its entirety by the complete text of the First Amendment.
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 under Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
Exhibit No. |
|
Description of Exhibit |
|
4.1
|
|
First Amendment to Amended and Restated Credit Agreement dated as of
April 7, 2009, with the lenders party thereto and JPMorgan Chase Bank, N.A., as
administrative agent. |