RSP Permian, Inc. (“RSP” or the “Company”) (NYSE: RSPP) today
reported financial and operating results for the quarter ended
March 31, 2018. In addition, the Company filed its Quarterly
Report on Form 10-Q with the Securities and Exchange Commission
(the “SEC”).
Highlights for the First Quarter
2018
- 1Q18 production increased 39% to
62.8 MBoe/d (72% oil, 87% liquids), compared to 1Q17
- 1Q18 net income was $89.6 million,
or $0.57 per diluted share and adjusted net income (non-GAAP),
which does not include certain items, was $79.0 million, or $0.50
per diluted share
- 1Q18 adjusted EBITDAX (non-GAAP)
increased 65% to $205.2 million compared to 1Q17, and increased 12%
compared to 4Q17
- Brought in a spot completion crew in
late January, replaced by third full-time crew in April
- Completed 31 gross operated wells
during the first quarter of 2018
- Exited the quarter with production
exceeding 70 MBoe/d
- Entered into a definitive merger
agreement pursuant to which Concho Resources Inc. (NYSE: CXO)
(“Concho”) will acquire RSP in an all-stock transaction valued at
approximately $9.5 billion, inclusive of RSP’s net debt
Adjusted net income and adjusted EBITDAX are non-GAAP measures.
See “Use of Non-GAAP Financial Measures” below for definitions and
reconciliations.
Operational Highlights
Delaware Basin
- The Boyd 28 11 1H Wolfcamp XY, our
furthest south Delaware completion to date, established a peak
30-day average rate of 1,526 Boe/d or 324 Boe/d per 1,000' (71%
oil)
- The State Rudd Draw 26-25-2H Wolfcamp
XY well established a peak 30-day average rate of 2,289 Boe/d or
271 Boe/d per 1,000' (71% oil)
- The Ludeman 202H 2nd Bone Spring well
established a peak 30-day average rate of 1,013 Boe/d or 141 Boe/d
per 1,000' (73% oil)
- The Brunson D 3-well pad (1203H
Wolfcamp A, 1201H Wolfcamp B and 1204H Third Bone Spring) is back
online after being shut-in for offset operator completion
activities and has achieved cumulative production of over 390 MBoe
in less than 90 days
Midland Basin
- The Spanish Trail 4825, RSP's first
horizontal Jo Mill completion, established a peak 15-day average
rate of 1,048 Boe/d or 150 Boe/d per 1,000' (74% oil); this well is
still cleaning up and increasing in rate
- The Parks Bell 3926H Wolfcamp A,
another successful extension well on the west side of our acreage
position, established a peak 30-day average rate of 1,440 Boe/d or
205 Boe/d per 1,000' (86% oil)
- The Woody 3-46 6H, our first Lower
Spraberry well on the Woody lease in Glasscock County, established
a peak 30-day average rate of 1,786 Boe/d or 236 Boe/d per 1,000'
(86% oil)
Steve Gray, Chief Executive Officer of RSP, commented on the
results, “We had a very active quarter, picking up our third
completion crew and completing 31 horizontal wells, the most wells
we have completed during any quarter to date. As a result, we had a
steep production ramp as we exited the first quarter and continuing
into April, after experiencing a significant amount of production
downtime in January and February when we shut-in a number of
producing wells to accommodate elevated offset completion activity.
As evidenced by our recent well highlights, we continue to see
compelling well results from both our Delaware and Midland Basin
positions and we are on track to deliver on our production guidance
for the year."
Mr. Gray continued, “We are excited about our pending
transaction with Concho, which creates one of the largest producers
in the Permian Basin with the largest development program. I want
to thank our Board, management team, employees, shareholders,
vendors and all of our partners for the outstanding accomplishments
we have achieved together and express my gratitude for the
opportunity to lead this organization.”
Proposed Merger with Concho
Resources
As previously announced, on March 27, 2018, RSP and Concho
entered into a definitive merger agreement, pursuant to which
Concho will acquire RSP in an all-stock transaction valued at
approximately $9.5 billion, inclusive of RSP’s net debt.
Stockholders of RSP will receive 0.320 shares of Concho common
stock in exchange for each share of RSP's common stock,
representing consideration to each stockholder of RSP of $50.24 per
share based on the closing price of Concho common stock on March
27, 2018. The transaction is expected to close in the third quarter
of 2018, subject to the approval of both RSP and Concho
stockholders, the satisfaction of certain regulatory approvals and
other customary closing conditions.
In light of the pending merger with Concho, we do not in general
plan to provide or update guidance and long-term outlook
information regarding our results of operations during the pendency
of the merger. In addition, investors are cautioned not to rely on
historical forward-looking statements regarding guidance and
long-term outlook information, which forward-looking statements
spoke only as of the date provided and were subject to the specific
risks and uncertainties that accompanied such forward-looking
statements.
Operational Results
Three Months Ended March 31, 2018
2017 Production data: Oil (MBbls) 4,073
3,032 Natural gas (MMcf) 4,254 2,926 NGLs (MBbls) 868
547 Total (MBoe) 5,650 4,067 Average net daily
production (Boe/d) 62,778 45,189
Average prices
before effects of hedges (1) (2): Oil (per Bbl) $ 61.87 $ 50.01
Natural gas (per Mcf) 1.98 2.52 NGLs (per Bbl) 18.33
19.96 Total (per Boe) $ 48.91 $ 41.78
Average realized prices
after effects of hedges (1) (2): Oil (per Bbl) $ 58.50 $ 49.02
Natural gas (per Mcf) 1.98 2.59 NGLs (per Bbl) 18.33
19.96 Total (per Boe) $ 46.48 $ 41.09
Average costs (per
Boe): Lease operating expenses (excluding gathering and
transportation) $ 5.44 $ 5.40 Gathering and transportation (2) 0.25
0.85 Production and ad valorem taxes 2.88 2.33 Depreciation,
depletion and amortization 13.47 15.01 General and administrative -
recurring cash component 1.60 1.91 General and administrative -
recurring stock comp (3) 0.94 0.96 (1) Average prices shown
in the table reflect prices both before and after the effects of
our cash payments/receipts on the Company's commodity derivative
transactions. The calculation of such effects includes realized
gains or losses on cash settlements for commodity derivative
transactions and an adjustment to reflect premiums incurred
previously or upon settlement that are attributable to instruments
settled in the period, if applicable. (2) Average prices for oil
are net of transportation costs. Average prices for natural gas and
NGLs in the first quarter of 2018 were impacted by the adoption of
Accounting Standards Update 2014-09, Revenue from Contracts with
Customers (Topic 606) ("ASC 606"), which requires certain
transportation, gathering, processing and compression fees paid to
the Company's midstream processing entity to be recorded as a
deduction to revenues. Prior to 2018, these fees were recorded as
gathering and transportation which are included in lease operating
expenses. (3) Represents compensation expense related to restricted
stock awards and performance share awards granted as part of the
Company’s compensation and retention programs.
Production volumes for the quarter ended March 31, 2018
averaged 62,778 Boe/d, or a total of 5,650 MBoe, an increase of 39%
over prior year’s first quarter of 45,189 Boe/d. Production for the
first quarter of 2018 was comprised of 72% crude oil, 13% natural
gas and 15% NGLs. RSP’s average realized oil price for the first
quarter of 2018, before the effects of hedges, was $61.87 per
barrel, a negative $1.00 differential compared to average NYMEX WTI
pricing of $62.87 per barrel for the same period, or 98% of NYMEX
WTI pricing. RSP’s average realized natural gas price for the first
quarter of 2018, before the effects of hedges, was $1.98 per Mcf, a
negative $1.02 differential compared to average NYMEX Henry Hub
pricing of $3.00 per MMBtu for the same period, or 66% of NYMEX
Henry Hub pricing. RSP’s average realized NGL price for the first
quarter of 2018 was $18.33 per Bbl, or 29% of NYMEX WTI pricing for
the same time period. RSP’s average realized commodity price per
barrel of oil equivalent for the first quarter of 2018, before the
effects of hedges, was $48.91. Per unit cash operating expenses
excluding interest expense but including lease operating expense,
gathering and transportation expense, production and ad valorem
taxes and recurring cash general and administrative expenses were
$10.17 per Boe.
Operational Update
The Company operated seven horizontal rigs and three full-time
completion crews during the first quarter of 2018 (third crew added
in late January). RSP drilled 22 gross operated horizontal wells
and completed 31 gross operated horizontal wells (Midland: seven
Lower Spraberry, seven Wolfcamp A, five Wolfcamp B, one Middle
Spraberry; Delaware: five Wolfcamp A, four Wolfcamp XY, one Second
Bone Spring and one Third Bone Spring). The Company began the
quarter with 36 gross operated horizontal drilled but uncompleted
wells ("DUCs") and exited the quarter with a total of 27 operated
horizontal DUCs.
Financial Results
Three Months Ended (in thousands, except per share
data) March 31, 2018 December 31, 2017
March 31, 2017 Total Revenues $ 276,322 $ 249,023 $
169,931 Net Cash from Derivative Instruments (13,717 )
(8,566 ) (2,812 ) Adjusted Total Revenues 262,605
240,457 167,119 Net Income $ 89,573 $ 140,786 $ 38,934 Net
Earnings per Common Share - Diluted 0.57 0.89 0.26 Adjusted
Net Income(1) $ 79,033 $ 50,122 $ 24,212 Adjusted Net Earnings per
Common Share - Diluted 0.50 0.32 0.16 Adjusted EBITDAX(1) $
205,202 $ 182,425 $ 124,451 (1) Adjusted EBITDAX and
Adjusted Net Income are non-GAAP financial measures. For a
definition of Adjusted EBITDAX and Adjusted Net Income and a
reconciliation of Adjusted EBITDAX and Adjusted Net Income to Net
Income, see “Use of Non-GAAP financial measures” and our quarterly
statements of operations at the end of this release.
For the quarter ended March 31, 2018, total revenues,
excluding the revenue impact from realized derivative instruments,
were $276.3 million, a 63% increase over the prior year quarter of
$169.9 million. Adjusted total revenues, including the net cash
from derivative instruments, were $262.6 million, a 57% increase
from the prior year quarter of $167.1 million. Net income for the
first quarter of 2018 was $89.6 million, or $0.57 per diluted
share, while net income for the prior year quarter was $38.9
million, or $0.26 per diluted share. Adjusted net income for the
first quarter of 2018 was $79.0 million, or $0.50 per diluted
share, compared with adjusted net income for the prior year quarter
of $24.2 million or $0.16 per diluted share. Adjusted EBITDAX was
$205.2 million, a 65% increase from the prior year quarter of
$124.5 million.
Capital Expenditures
RSP’s development capital expenditures, which includes our
investment in drilling and completing wells, infrastructure,
capitalized workovers, and other, but excludes the cost of
acquisitions, for the quarter ended March 31, 2018 totaled $241.8
million ($194.5 million of drilling and completion and $47.3
million of infrastructure and other). The Company spent $31.5
million, or 13% of development capital, on non-operated
properties.
Additionally, during the first quarter of 2018 the Company
acquired $8.7 million of oil and natural gas properties.
Liquidity
As of March 31, 2018, the Company's borrowing base under its
revolving credit facility was $1.5 billion, with a Company-elected
commitment of $900.0 million, and lender commitments of $2.5
billion. At March 31, 2018, the Company had $453.1 million of
borrowing capacity under its revolving credit facility and $33.9
million of cash on hand.
The following table summarizes the Company's liquidity position
as of March 31, 2018:
(in thousands) March 31, 2018 Revolving credit
facility elected commitment amount $ 900,000 Revolving credit
facility borrowings (445,000 ) Letters of credit (1,933 )
Available borrowing capacity 453,067 Cash and cash equivalents
33,928 Liquidity $ 486,995
Hedging
The summary below includes all hedges in place for the remainder
of 2018 and for 2019, as of May 2, 2018.
Oil Hedges (Bbl, $/Bbl)
Q2 2018 Q3
2018 Q4 2018 2019
Three-Way Collars(1) 1,941,000 1,319,000 1,227,000 —
Ceiling $ 59.07 $ 60.56 $ 60.96 $ — Floor $ 47.11 $ 47.79 $ 48.00 $
— Short Put $ 37.11 $ 37.79 $ 38.00 $ —
Costless
Collars(1) 516,000 1,212,000 1,058,000 2,555,000 Ceiling
$ 60.20 $ 60.10 $ 60.11 $ 58.04 Floor $ 45.00 $ 46.33 $ 46.52 $
52.50
Swaps(1) 698,000 322,000 322,000
2,555,000 Swap $ 62.97 $ 55.77 $ 55.77 $ 55.74
Total
Hedged Volumes 3,155,000 2,853,000 2,607,000 5,110,000
Weighted Average Floor(2) $ 50.27 $ 48.07 $ 48.36 $
54.12
Mid-Cush Differential Swaps: 2,730,000
2,760,000 2,760,000 2,555,000 Swap(3) $ (0.42 ) $ (0.42 ) $ (0.42 )
$ (0.29 ) (1) The crude oil derivative contracts are settled
based on the arithmetic average of the closing settlement price for
the front month contract NYMEX price of West Texas Intermediate
Light Sweet Crude. (2) Weighted average floor assumes the long put
in three way collars. (3) The Mid-Cush swap contracts are settled
based on the difference in the arithmetic average during the
calculation period of WTI MIDLAND ARGUS and WTI ARGUS prices in the
Argus Americas Crude publication for the relevant period.
Statements of Operations
Three Months Ended (in thousands, except per share
data) March 31, 2018 December 31, 2017
March 31, 2017 Revenues (Unaudited)
(Unaudited)
(Unaudited)
Oil sales $ 251,977 $ 218,182 $ 151,637 Natural gas sales 8,432
9,308 7,378 NGLs sales 15,913 21,533
10,916
Total revenues 276,322 249,023 169,931
Operating expenses Lease operating expenses 32,135 35,205
25,411 Production and ad valorem taxes 16,261 16,016 9,469
Depreciation, depletion, and amortization 76,122 77,159 61,040
Asset retirement obligation accretion 205 151 153 Impairments of
oil and natural gas properties 4,200 52,935 125 Exploration
expenses 246 825 2,580 General and administrative expenses 14,334
11,233 11,712 Merger and acquisition costs 2,757
42 4,052
Total operating
expenses 146,260 193,566
114,542
Operating income 130,062 55,457 55,389
Other income (expense) Other income, net 1,039 1,021 720 Net
gain (loss) on derivative instruments 2,907 (46,968 ) 17,121
Interest expense (22,503 ) (22,174 ) (19,224 )
Total other expense (18,557 ) (68,121 )
(1,383 )
Income (loss) before income taxes 111,505 (12,664 )
54,006 Income tax (expense) benefit (21,932 ) 153,450
(15,072 )
Net income $ 89,573 $ 140,786
$ 38,934
Earnings per common share -
Basic $ 0.57 $ 0.89 $ 0.27
Earnings per common share -
Diluted $ 0.57 $ 0.89 $ 0.26
Weighted Average Common
Shares Outstanding Basic 157,119 156,874 146,054 Diluted
158,309 158,060 147,005
Summary Balance Sheet
(in thousands) March 31, 2018
December 31, 2017 Cash and cash equivalents $ 33,928 $
38,102 Other current assets 158,384 111,221 Total
current assets 192,312 149,323 Property, plant and equipment, net
6,251,596 6,080,719 Other long-term assets 56,212
40,144 Total assets $ 6,500,120 $ 6,270,186 Current
liabilities 251,186 206,561 Long-term debt 1,579,751 1,509,128
Other long-term liabilities 258,386 232,139 Total stockholders'
equity 4,410,797 4,322,358 Total liabilities and
stockholders' equity $ 6,500,120 $ 6,270,186
Use of Non-GAAP Financial
Measures
The Company defines Adjusted EBITDAX as oil and gas revenues
including net cash receipts (payments) on settled derivative
instruments and premiums paid on put options that settled during
the period, less lease operating expenses, production and ad
valorem taxes, and general and administrative expenses excluding
stock based compensation. Adjusted Net Income deducts from Adjusted
EBITDAX depreciation, depletion, and amortization, accretion on
asset retirement obligations, exploration expenses, interest
expense, stock-based compensation, merger and acquisition costs and
adjusted income tax expense.
Management believes Adjusted EBITDAX and Adjusted Net Income are
useful because they allow the Company to more effectively evaluate
its operating performance and compare the results of its operations
from period to period without regard to financing methods or
capital structure. The Company excludes the items listed above in
arriving at Adjusted EBITDAX and Adjusted Net Income because these
amounts can vary substantially from company to company within the
Company's industry depending upon accounting methods and book
values of assets, capital structures and the method by which the
assets were acquired. Adjusted EBITDAX and Adjusted Net Income
should not be considered as an alternative to, or more meaningful
than, net income as determined in accordance with GAAP or as an
indicator of our operating performance or liquidity. Certain items
excluded from Adjusted EBITDAX and Adjusted Net Income are
significant components in understanding and assessing the Company’s
financial performance, such as Company’s cost of capital and tax
structure, as well as the historic costs of depreciable assets,
none of which are components of Adjusted EBITDAX. The Company's
computations of Adjusted EBITDAX and Adjusted Net Income may not be
comparable to other similarly titled measures of other
companies.
The following tables include a reconciliation of the non-GAAP
financial measures of Adjusted EBITDAX and Adjusted Net Income to
the GAAP financial measure of net income.
Reconciliation of Net Income to
Adjusted EBITDAX
Three Months Ended (in thousands) March 31,
2018 December 31, 2017 March 31,
2017 Net income $ 89,573 $ 140,786 $ 38,934 Interest expense
22,503 22,174 19,224 Income tax expense (benefit) 21,932 (153,450 )
15,072 Depreciation, depletion, and amortization 76,122 77,159
61,040 Asset retirement obligation accretion 205 151 153
Exploration expenses 246 825 2,580 Merger and acquisition costs
2,757 42 4,052 Impairments of oil and natural gas properties 4,200
52,935 125 (Gain) loss on derivative instruments (2,907 ) 46,968
(17,121 ) Net settled derivative instruments (13,717 ) (8,566 )
(2,812 ) Stock-based compensation 5,327 4,422 3,924 Other income,
net (1,039 ) (1,021 ) (720 )
Adjusted
EBITDAX $ 205,202 $ 182,425 $ 124,451
Reconciliation of Net Income to
Adjusted Net Income
Three Months Ended (in thousands) March 31,
2018 December 31, 2017 March 31,
2017 Net income $ 89,573 $ 140,786 $ 38,934 Merger and
acquisition costs 2,757 42 4,052 Impairments of oil and natural gas
properties 4,200 52,935 125 (Gain) loss on derivative instruments
(2,907 ) 46,968 (17,121 ) Net settled derivative instruments
(13,717 ) (8,566 ) (2,812 ) Other income, net (1,039 ) (1,021 )
(720 ) Adjustment to income taxes for above items 166
(181,022 ) 1,754
Adjusted Net Income $
79,033 $ 50,122 $ 24,212
Conference Call
RSP will host a conference call for investors at 10:00 AM
Central Time on Thursday, May 3, 2018, to discuss first quarter
2018 results. Hosting the call will be Steve Gray, Co-founder and
Chief Executive Officer.
The call may be accessed live over the telephone by dialing
(877) 705-6003, or for international callers, (201) 493-6725. A
replay will be available shortly after the call and can be accessed
by dialing (844) 512-2921, or for international callers (412)
317-6671. The passcode for the replay is 13679542. The replay will
be available until May 17, 2018. Interested parties may also listen
to a simultaneous webcast of the conference call by logging onto
RSP's website at www.rsppermian.com in the Investor Relations
section. A replay of the webcast will also be available following
the call.
About RSP Permian, Inc.
RSP is an independent oil and natural gas company focused on the
acquisition, exploration, development and production of
unconventional oil and associated liquids-rich natural gas reserves
in the Permian Basin of West Texas. The vast majority of the
Company's acreage is located on large, contiguous acreage blocks in
the core of the Midland and Delaware Basins, sub-basins of the
Permian Basin. The Company's common stock is traded on the NYSE
under the ticker symbol "RSPP." For more information, visit
www.rsppermian.com.
Forward-Looking
Statements
This news release may contain “forward-looking statements,”
including certain plans, expectations, goals, projections and
statements about the benefits of the proposed merger among RSP,
Concho and Green Merger Sub Inc. (the “Transaction”), RSP’s and
Concho’s plans, objectives, expectations and intentions, the
expected timing of completion of the transaction, and other
statements that are not historical facts. Such statements are
subject to numerous assumptions, risks, and uncertainties.
Statements that do not describe historical or current facts,
including statements about beliefs and expectations, are
forward-looking statements. The forward-looking statements are
intended to be subject to the safe harbor provided by Section 27A
of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, and the Private Securities Litigation Reform
Act of 1995. All statements, other than statements of historical
fact, included in this communication that address activities,
events or developments that RSP or Concho expects, believes or
anticipates will or may occur in the future are forward-looking
statements. Words such as “estimate,” “project,” “predict,”
“believe,” “expect,” “anticipate,” “potential,” “create,” “intend,”
“could,” “may,” “foresee,” “plan,” “will,” “guidance,” “look,”
“outlook,” “goal,” “future,” “assume,” “forecast,” “build,”
“focus,” “work,” “continue” or the negative of such terms or other
variations thereof and words and terms of similar substance used in
connection with any discussion of future plans, actions, or events
identify forward-looking statements. However, the absence of these
words does not mean that the statements are not forward-looking.
These forward-looking statements include, but are not limited to,
statements regarding the Transaction, pro forma descriptions of the
combined company and its operations, integration and transition
plans, synergies, opportunities and anticipated future performance.
There are a number of risks and uncertainties that could cause
actual results to differ materially from the forward-looking
statements included in this communication. These include the
expected timing and likelihood of completion of the Transaction,
including the timing, receipt and terms and conditions of any
required governmental and regulatory approvals of the Transaction
that could reduce anticipated benefits or cause the parties to
abandon the Transaction, the ability to successfully integrate the
businesses, the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement, the possibility that stockholders of Concho may not
approve the issuance of new shares of common stock in the
Transaction or that stockholders of RSP may not approve the merger
agreement, the risk that the parties may not be able to satisfy the
conditions to the Transaction in a timely manner or at all, risks
related to disruption of management time from ongoing business
operations due to the Transaction, the risk that any announcements
relating to the Transaction could have adverse effects on the
market price of RSP’s common stock or Concho’s common stock, the
risk that the Transaction and its announcement could have an
adverse effect on the ability of RSP and Concho to retain customers
and retain and hire key personnel and maintain relationships with
their suppliers and customers and on their operating results and
businesses generally, the risk the pending Transaction could
distract management of both entities and they will incur
substantial costs, the risk that problems may arise in successfully
integrating the businesses of the companies, which may result in
the combined company not operating as effectively and efficiently
as expected, the risk that the combined company may be unable to
achieve synergies or it may take longer than expected to achieve
those synergies and other important factors that could cause actual
results to differ materially from those projected. All such factors
are difficult to predict and are beyond RSPs and Concho’s control,
including those detailed in RSP’s annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K that
are available on RSP’s website at www.rsppermian.com and on the
SEC’s website at www.sec.gov and in Concho’s annual reports on Form
10-K, quarterly reports on Form 10-Q and current reports on Form
8-K that are available on its website at www.concho.com and on the
SEC’s website at www.sec.gov.
Each of the forward-looking statements of RSP or Concho are
based on assumptions that RSP or Concho, as applicable, believes to
be reasonable but that may not prove to be accurate. Any
forward-looking statement speaks only as of the date on which such
statement is made, and neither RSP nor Concho undertakes any
obligation to correct or update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by applicable law. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak
only as of the date hereof.
No Offer or Solicitation
This communication is for informational purposes only and does
not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval, in
any jurisdiction, pursuant to the Transaction or otherwise, nor
shall there be any sale, issuance, exchange or transfer of the
securities referred to in this document in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
Important Additional
Information
In connection with the Transaction, Concho filed with the U.S.
Securities and Exchange Commission (“SEC”) a registration statement
on Form S-4 on April 20, 2018, that includes a preliminary joint
proxy statement of RSP and Concho that also constitutes a
preliminary prospectus of Concho. RSP and Concho will also file
other documents with the SEC regarding the Transaction, including
the definitive joint proxy statement/prospectus. The information in
the preliminary joint proxy statement/prospectus is not complete
and may be changed. The definitive joint proxy statement/prospectus
will be sent to the stockholders of Concho and RSP. This document
is not a substitute for the registration statement and preliminary
joint proxy statement/prospectus filed with the SEC, including any
amendments thereto, or any other documents that Concho or RSP may
file with the SEC or send to stockholders of Concho or RSP in
connection with the Transaction. INVESTORS AND SECURITY HOLDERS
OF RSP AND CONCHO ARE URGED TO READ THE REGISTRATION STATEMENT, THE
PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS, THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, AND ALL OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED
MATTERS.
Investors and security holders are able to obtain free copies of
the registration statement and the preliminary joint proxy
statement/prospectus and all other documents filed or that will be
filed with the SEC by Concho or RSP, including the definitive joint
proxy statement/prospectus when it becomes available, through the
website maintained by the SEC at www.sec.gov. Copies of documents
filed with the SEC by RSP will be made available free of charge on
RSP’s website at www.rsppermian.com, under the heading “SEC
Filings,” or by contacting RSP’s Investor Relations department by
phone at 214-252-2700. Copies of documents filed with the SEC by
Concho will be made available free of charge on Concho’s website at
www.concho.com, under the heading “Investors,” or by contacting
Concho’s Investor Relations Department by phone at
432-221-0477.
Participants in
Solicitation
Concho, RSP and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the holders of Concho’s common stock and RSP’s common
stock in respect to the Transaction.
Information regarding RSP’s directors and executive officers is
contained in its annual report on Form 10-K for the year ended
December 31, 2017, filed with the SEC on February 27, 2018, as
amended by the annual report on Form 10-K/A, filed with the SEC on
April 30, 2018. You can obtain a free copy of this document at the
SEC’s website at www.sec.gov or by accessing RSP’s website at
www.rsppermian.com. Information regarding Concho’s executive
officers and directors is contained in the proxy statement for
Concho’s 2018 Annual Meeting of Stockholders filed with the SEC on
April 5, 2018 and in the other documents filed after the date
thereof by Concho with the SEC. You can obtain a free copy of this
document at the SEC’s website at www.sec.gov or by accessing
Concho’s website at www.concho.com under the heading
“Investors.”
Investors may obtain additional information regarding the
interests of those persons and other persons who may be deemed
participants in the Transaction by reading the preliminary joint
proxy statement/prospectus, including any amendments thereto, as
well as the definitive joint proxy statement/prospectus when it
becomes available. You may obtain free copies of these documents as
described above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180502006637/en/
RSP Permian, Inc.Scott McNeill, 214-252-2700Chief
Financial OfficerorAlyssa Stephens, 214-252-2764Director, Investor
RelationsorInvestor Relations, 214-252-2790IR@rsppermian.com
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