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Published on 5/20/2013 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Concho Resources tenders, seeks consents for $300 million 8 5/8% notes

By Susanna Moon

Chicago, May 20 - Concho Resources Inc. said it began a cash tender offer for its $300 million of outstanding principal amount of 8 5/8% senior notes due 2017.

The company is soliciting consents to amend the notes to shorten the minimum notice period for optional redemptions to three business days and to eliminate most of the restrictive covenants and default provisions contained in the note indenture, according to a press release.

The total purchase price will be $1,069.22, including a $30.00 consent payment, per $1,000 principal amount of notes tendered by 5 p.m. ET on June 3, the consent date.

Holders who tender their notes after the consent date will receive $1,039.22 for each $1,000 principal, or the total payout less the consent payment.

The tender offer will end at 11:59 p.m. ET on June 17.

The company also will pay accrued interest to but excluding the settlement date, which will be June 4 for early tendered notes and June 18 for remaining tenders.

Holders may not tender their notes without delivering consents or deliver consents without tendering their notes.

The company plans to execute a supplemental indenture to the notes if it obtains the consents from holders of at least a majority of the notes, the release noted.

Tendered notes may be withdrawn be the consent deadline.

The offer is conditioned on the company receiving consents from holders of at least a majority of the notes, execution of a supplemental indenture effecting the amendments and completion of a capital markets debt financing with enough proceeds to fund the offer.

BofA Merrill Lynch (attn: liability management group, 888 292-0070 or collect 980 387-3907) is the dealer manager for the offer and solicitation agent for the consent solicitation. D.F. King & Co., Inc. (800 967-4612, collect 212 269-5550 or by email to concho@dfking.com) is the tender agent and information agent.

The issuer is a Midland, Texas-based oil and natural gas company.


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