Solely to the extent required by law, the information set forth in Item 7.01 above is
incorporated by reference into this Item 8.01.
No Offer or Solicitation
This communication relates to a proposed business combination transaction (the Transaction) between RSP and Concho. 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 will file with the U.S. Securities and Exchange Commission (SEC) a registration statement on Form S-4,
that will include a joint proxy statement of RSP and Concho and a prospectus of Concho. The Transaction will be submitted to RSPs stockholders and Conchos stockholders for their consideration. RSP and Concho may also file other documents
with the SEC regarding the Transaction. 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 joint proxy statement/prospectus that
will be filed with the SEC 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 AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION 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 WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.
Investors and
security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and all other documents filed or that will be filed with the SEC by Concho or RSP through the website
maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by RSP will be made available free of charge on RSPs website at
http://www.rspppermian.com
, under the heading SEC Filings, or by directing a
request to Investor Relations, RSP Permian, Inc., 3141 Hood Street, Suite 500, Dallas, Texas 75219, Tel. No. (214)
252-2700.
Copies of documents filed with the SEC by Concho will be made available free of
charge on Conchos website at
http://www.concho.com/investors
or by directing a request to Investor Relations, Concho Resources Inc., One Concho Center, 600 West Illinois Avenue, Midland, Texas 79701, Tel. No. (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 in respect to the
Transaction.
Information regarding RSPs directors and executive officers is contained in the proxy statement for RSPs 2017 Annual Meeting of
Stockholders filed with the SEC on April 28, 2017, and certain of its Current Reports on Form
8-K.
You can obtain a free copy of this document at the SECs website at http://www.sec.gov or by
accessing RSPs website at
http://www.rsppermian.com
. Information regarding Conchos executive officers and directors is contained in the proxy statement for the Conchos 2017 Annual Meeting of Stockholders filed with the SEC
on April 5, 2017 and certain of its Current Reports on Form
8-K.
You can obtain a free copy of this document at the SECs website at www.sec.gov or by accessing the Conchos website at
http://www.concho.com/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 joint proxy statement/prospectus regarding the Transaction when it becomes available. You may obtain free copies of this document as described above.
Forward-Looking Statements and Cautionary Statements
This Current Report on Form
8-K
(Form
8-K)
may contain
forward-looking statements, including certain plans, expectations, goals, projections and statements about the benefits of the Transaction, RSPs and Conchos 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 Concho or RSP 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 Conchos common stock or RSPs common stock, the risk that the Transaction and its announcement could have an
adverse effect on the ability of Concho and RSP 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 Conchos and RSPs control, including those detailed in Conchos 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 http://www.concho.com and on the SECs website at http://www.sec.gov, and
those detailed in RSPs annual reports on Form
10-K,
quarterly reports on Form
10-Q
and current reports on Form
8-K
that are
available on RSPs website at http://www.rsppermian.com and on the SECs website at http://www.sec.gov.
Each of the forward-looking statements of Concho or RSP 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 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.