8-K

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 14, 2018

Concho Resources Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-33615	76-0818600
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Concho Center 600 West Illinois Avenue Midland, Texas	79701
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s 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):

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 14, 2018, Concho Resources Inc. (the “Company”) entered into the Sixteenth Supplemental Indenture (the “Sixteenth Supplemental Indenture”) among the Company, the guarantors named therein (the “Subsidiary Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), to the indenture dated as of September 18, 2009, among the Company, certain of the Subsidiary Guarantors and the Trustee. The Sixteenth Supplemental Indenture adds two additional subsidiaries of the Company, RSP Permian, Inc. and RSP Permian, L.L.C. (together, the “RSP entities”), as guarantors of the Company’s 4.375% Senior Notes due 2025, 3.75% Senior Notes due 2027, 4.875% Senior Notes due 2047, 4.300% Senior Notes due 2028 and 4.850% Senior Notes due 2048.

The foregoing description of the Sixteenth Supplemental Indenture is qualified in its entirety by reference to such Sixteenth Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.

In addition to entering into the Sixteenth Supplemental Indenture as discussed above, the RSP entities have also become guarantors of the obligations under the Second Amended and Restated Credit Agreement, dated as of May 9, 2014, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
4.1	Sixteenth Supplemental Indenture, dated August 14, 2018, among Concho Resources Inc., the subsidiary guarantors named therein, and Wells Fargo Bank, National Association, as trustee.

SIGNATURES

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 hereunto duly authorized.

	CONCHO RESOURCES INC.
Date: August 15, 2018	By:	/s/ Travis L. Counts
	Name:	Travis L. Counts
	Title:	Senior Vice President, General Counsel and Corporate Secretary

EX-4.1

Exhibit 4.1

SIXTEENTH SUPPLEMENTAL INDENTURE

SIXTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 14, 2018, among (i) RSP Permian, Inc., a Delaware corporation (“RSP”) and an indirect subsidiary of Concho Resources Inc., a Delaware corporation (the “Company”), (ii) RSP Permian, L.L.C., a Delaware limited liability company (collectively with RSP, the “New Subsidiary Guarantors”) and a wholly owned subsidiary of RSP, (iii) the existing Subsidiary Guarantors (as defined in the Indenture referred to herein), (iv) the Company and (v) Wells Fargo Bank, National Association, as trustee under the Indenture referred to herein (the “Trustee”). The New Subsidiary Guarantors and the existing Subsidiary Guarantors are sometimes referred to collectively herein as the “Subsidiary Guarantors,” or individually as a “Subsidiary Guarantor.”

W I T N E S S E T H

WHEREAS, the Company and the existing Subsidiary Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as of September 18, 2009 (the “Indenture”), as supplemented by the Tenth Supplemental Indenture, dated as of December 28, 2016 (the “Tenth Supplemental Indenture”), the Eleventh Supplemental Indenture, dated as of January 25, 2017, the Twelfth Supplemental Indenture, dated as of September 26, 2017 (the “Twelfth Supplemental Indenture”), the Thirteenth Supplemental Indenture, dated as of September 26, 2017 (the “Thirteenth Supplemental Indenture”), the Fourteenth Supplemental Indenture, dated as of July 2, 2018 (the “Fourteenth Supplemental Indenture”) and the Fifteenth Supplemental Indenture, dated as of July 2, 2018 (the “Fifteenth Supplemental Indenture” and collectively with the Tenth Supplemental Indenture, the Twelfth Supplemental Indenture, the Thirteenth Supplemental Indenture and the Fourteenth Supplemental Indenture, the “Supplemental Indentures”), relating to the 4.375% Senior Notes due 2025, the 3.75% Senior Notes due 2027, the 4.875% Senior Notes due 2047, the 4.300% Senior Notes due 2028 and the 4.850% Senior Notes due 2048 (the “Securities”) of the Company;

WHEREAS, on July 19, 2018, a subsidiary of the Company was merged with and into RSP; and

WHEREAS, Section 1109 of the Twelfth Supplemental Indenture, Thirteenth Supplemental Indenture, Fourteenth Supplemental Indenture and Fifteenth Supplemental Indenture, and Section 1117 of the Tenth Supplemental Indenture obligates the Company to cause certain Subsidiaries to become Subsidiary Guarantors by executing a supplemental indenture as provided in such Section; and

WHEREAS, pursuant to Section 1001 of the Supplemental Indentures, the Company, the Subsidiary Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture without the consent of any Holder;

NOW THEREFORE, to comply with the provisions of the Supplemental Indentures and in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantors, the other Subsidiary Guarantors, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the applicable Supplemental Indenture referenced within such paragraph or subparagraph.

2. AGREEMENT TO GUARANTEE.

(a) The New Subsidiary Guarantors hereby agree, jointly and severally, with all other Subsidiary Guarantors, to fully and unconditionally Guarantee to each Holder and to the Trustee the Obligations, to the extent set forth in Article Sixteen of the Tenth Supplemental Indenture and subject to the provisions thereof. The obligations of the Subsidiary Guarantors to the Holders of the Securities and to the Trustee pursuant to the Subsidiary Guarantees and the Indenture are expressly set forth in Article Sixteen of the Tenth Supplemental Indenture, and reference is hereby made to such Article for the precise terms of the Subsidiary Guarantees.

(b) The New Subsidiary Guarantors hereby agree, jointly and severally, with all other Subsidiary Guarantors, to fully and unconditionally Guarantee to each Holder and to the Trustee the Obligations, to the extent set forth in Article Sixteen of the Twelfth Supplemental Indenture and subject to the provisions thereof. The obligations of the Subsidiary Guarantors to the Holders of the Securities and to the Trustee pursuant to the Subsidiary Guarantees and the Indenture are expressly set forth in Article Sixteen of the Twelfth Supplemental Indenture, and reference is hereby made to such Article for the precise terms of the Subsidiary Guarantees.

(c) The New Subsidiary Guarantors hereby agree, jointly and severally, with all other Subsidiary Guarantors, to fully and unconditionally Guarantee to each Holder and to the Trustee the Obligations, to the extent set forth in Article Sixteen of the Thirteenth Supplemental Indenture and subject to the provisions thereof. The obligations of the Subsidiary Guarantors to the Holders of the Securities and to the Trustee pursuant to the Subsidiary Guarantees and the Indenture are expressly set forth in Article Sixteen of the Thirteenth Supplemental Indenture, and reference is hereby made to such Article for the precise terms of the Subsidiary Guarantees.

(d) The New Subsidiary Guarantors hereby agree, jointly and severally, with all other Subsidiary Guarantors, to fully and unconditionally Guarantee to each Holder and to the Trustee the Obligations, to the extent set forth in Article Sixteen of the Fourteenth Supplemental Indenture and subject to the provisions thereof. The obligations of the Subsidiary Guarantors to the Holders of the Securities and to the Trustee pursuant to the Subsidiary Guarantees and the Indenture are expressly set forth in Article Sixteen of the Fourteenth Supplemental Indenture, and reference is hereby made to such Article for the precise terms of the Subsidiary Guarantees.

(e) The New Subsidiary Guarantors hereby agree, jointly and severally, with all other Subsidiary Guarantors, to fully and unconditionally Guarantee to each Holder and to the Trustee the Obligations, to the extent set forth in Article Sixteen of the Fifteenth Supplemental Indenture and subject to the provisions thereof. The obligations of the Subsidiary Guarantors to the Holders of the Securities and to the Trustee pursuant to the Subsidiary Guarantees and the Indenture are expressly set forth in Article Sixteen of the Fifteenth Supplemental Indenture, and reference is hereby made to such Article for the precise terms of the Subsidiary Guarantees.

3. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS SUPPLEMENTAL INDENTURE.

4. 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 represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument.

5. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

6. THE TRUSTEE. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

[Remainder of Page Intentionally Left Blank. Signature Page Follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: August 14, 2018

RSP Permian, Inc.
By:	/s/ Jack F. Harper
	Name:  Jack F. Harper
	Title:   President and Chief Financial Officer
RSP Permian, L.L.C.
By:	/s/ Jack F. Harper
	Name:  Jack F. Harper
	Title:   President and Chief Financial Officer
COG HOLDINGS LLC COG OPERATING LLC COG PRODUCTION LLC COG REALTY LLC CONCHO OIL & GAS LLC DELAWARE RIVER SWD LLC MONGOOSE MINERALS LLC QUAIL RANCH LLC COG ACREAGE LP By: COG PRODUCTION LLC, its General Partner
By:	/s/ Jack F. Harper
	Name:  Jack F. Harper
	Title:   President and Chief Financial Officer
CONCHO RESOURCES INC.
By:	/s/ Jack F. Harper
	Name:  Jack F. Harper
	Title:   President and Chief Financial Officer
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ John Stohlmann
	Authorized Signatory

SIGNATURE PAGE TO SIXTEENTH SUPPLEMENTAL INDENTURE