0000316300-17-000019.txt : 20170612 0000316300-17-000019.hdr.sgml : 20170612 20170612173325 ACCESSION NUMBER: 0000316300-17-000019 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170531 FILED AS OF DATE: 20170612 DATE AS OF CHANGE: 20170612 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EXCO RESOURCES INC CENTRAL INDEX KEY: 0000316300 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 741492779 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12377 MERIT DR STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75251 BUSINESS PHONE: 2143682084 MAIL ADDRESS: STREET 1: 12377 MERIT DR STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75251 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ENERGY STRATEGIC ADVISORY SERVICES LLC CENTRAL INDEX KEY: 0001638821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 17907486 BUSINESS ADDRESS: STREET 1: 200 CRESCENT CT. STE 200 STREET 2: ATTN: EMILY FUQUAY CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 4693982220 MAIL ADDRESS: STREET 1: 200 CRESCENT CT. STE 200 STREET 2: ATTN: EMILY FUQUAY CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bluescape Resources GP Holdings LLC CENTRAL INDEX KEY: 0001694685 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 17907487 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE. 1900 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 855-2260 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE. 1900 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bluescape Energy Recapitalization & Restructuring Fund III LP CENTRAL INDEX KEY: 0001675662 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32743 FILM NUMBER: 17907488 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT, STE. 1900 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 855-2260 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT, STE. 1900 CITY: DALLAS STATE: TX ZIP: 75201 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2017-05-31 0 0000316300 EXCO RESOURCES INC XCO 0001638821 ENERGY STRATEGIC ADVISORY SERVICES LLC 200 CRESCENT CT., STE. 1900 DALLAS TX 75201 0 0 1 0 0001675662 Bluescape Energy Recapitalization & Restructuring Fund III LP 200 CRESCENT CT., STE. 1900 DALLAS TX 75201 0 0 1 0 0001694685 Bluescape Resources GP Holdings LLC 200 CRESCENT CT., STE. 1900 DALLAS TX 75201 0 0 1 0 Common Stock 18346483 D Warrant to purchase shares of Common Stock 2.75 2019-03-31 2019-04-30 Common Stock 15000000 D Warrant to purchase shares of Common Stock 4.00 2019-03-31 2020-03-31 Common Stock 20000000 D Warrant to purchase shares of Common Stock 7.00 2019-03-31 2021-03-31 Common Stock 20000000 D Warrant to purchase shares of Common Stock 10.00 2019-03-31 2021-03-31 Common Stock 25000000 D Warrant to purchase shares of Common Stock .93 2017-05-31 2022-05-31 Common Stock 75268818 D The shares and warrants to purchase shares reported herein are owned directly by ESAS, and Bluescape Energy Recapitalization and Restructuring Fund III LP ("Main Fund"), Bluescape Energy Partners III GP LLC ("Bluescape GP") and Bluescape Resources GP Holdings LLC ("Bluescape GP LLC") are indirect beneficial owners of the reported securities. Main Fund acts as the managing member of ESAS and has the power to direct the affairs of ESAS. Bluescape GP acts as the general partner of Main Fund and has the power to direct the affairs of Main Fund. Bluescape GP LLC acts as the manager of Bluescape GP and has the power to direct the affairs of Bluescape GP. The Main Fund, Bluescape GP and Bluescape GP LLC each state that neither the filing of this statement nor anything herein shall be deemed an admission that it is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of these securities. Each of Main Fund, Bluescape GP and Bluescape GP LLC disclaims beneficial ownership of these securities, except to the extent of their pecuniary interest in such securities. The warrants to purchase shares of common stock of EXCO Resources, Inc. ("EXCO") described in Table II and to which this footnote apply (the "Service Warrants") were issued to ESAS on March 31, 2015, pursuant to the Services and Investment Agreement, dated March 31, 2015, by and among EXCO and ESAS, as amended (the "Services Agreement"), as consideration for the services to be provided by ESAS to EXCO pursuant to the Services Agreement. Unless the Services Agreement is terminated, no portion of the Service Warrants will become exercisable prior to the 4th anniversary of the Services Agreement, and then, only in accordance with the vesting schedule for exercisability discussed in footnote (5). Prior to March 31, 2019, (a) if EXCO terminates the Services Agreement for any reason other than an ESAS Forfeiture Event (as described in EXCO's Current Report on Form 8-K, filed April 2, 2015, and defined in the Services Agreement filed as an Exhibit thereto), or ESAS terminates the Services Agreement for an EXCO Forfeiture Event (as described in EXCO's Current Report on Form 8-K, filed April 2, 2015, and defined in the Services Agreement filed as an Exhibit thereto), then 100% of the Service Warrants will fully vest and become exercisable and (b) if ESAS terminates the Services Agreement for any reason other than an EXCO Forfeiture Event, or EXCO terminates the Services Agreement for an ESAS Forfeiture Event, then one hundred percent (100%) of the Service Warrants will be cancelled and forfeited. Unless accelerated or forfeited in connection with the termination of the Services Agreement, the exercisability of the Service Warrants is subject to the price of EXCO's common stock achieving certain performance hurdles as compared to a designated peer group. If the Services Agreement is not terminated before March 31, 2019, and EXCO's performance rank is in the bottom half of the designated peer group, then each Service Warrant shall be forfeited and void. The number of exercisable shares under each Service Warrant increases linearly from 40% of the shares of EXCO's common stock underlying such Service Warrant to 100% of the shares underlying such Service Warrant as EXCO's performance rank increase from the 50th to the 75th percentile, as compared to the designated peer group. If EXCO's performance rank is in the 75th percentile or above, then each Service Warrant will be exercisable for 100% of the shares underlying such Service Warrant. The warrants to purchase shares of common stock of EXCO described in Table II and to which this footnote applies (the "Financing Warrants") were issued to ESAS on March 15, 2017 in connection with ESAS' purchase from EXCO of $70,000,000 principal amount of EXCO's 8.0%/11.0% 1.5 Senior Secured PIK Toggle Notes due 2022 pursuant to that certain Purchase Agreement dated March 15, 2017 by and among EXCO, the subsidiary guarantors named therein and certain purchasers named therein. The Financing Warrants were issued subject to approval by EXCO's shareholders. Shareholder approval of the issuance of the Financing Warrants was received May 31, 2017. /s/ Jonathan Siegler, Managing Director and Chief Financial Officer of Energy Strategic Advisory Services LLC 2017-06-12 /s/ Jonathan Siegler, Managing Director and Chief Financial Officer of Bluescape Energy Recapitalization and Restructuring Fund III LP 2017-06-12 /s/ Charles John Wilder, Jr., Sole Manager of Bluescape Resources GP Holdings LLC 2017-06-12