Attached files
file | filename |
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8-K - 8-K - EXCO RESOURCES INC | d56183d8k.htm |
EX-3.2 - EX-3.2 - EXCO RESOURCES INC | d56183dex32.htm |
EX-3.1 - EX-3.1 - EXCO RESOURCES INC | d56183dex31.htm |
EX-10.1 - EX-10.1 - EXCO RESOURCES INC | d56183dex101.htm |
EX-10.2 - EX-10.2 - EXCO RESOURCES INC | d56183dex102.htm |
Exhibit 99.1
EXCO Resources, Inc. 12377 Merit Drive, Suite 1700, Dallas, Texas 75251 (214) 368-2084 FAX (972) 367-3559 | ||
EXCO Resources, Inc. Appoints C. John Wilder as Executive Chairman and Announces
the Closing of the Services and Investment Agreement with a Subsidiary of Bluescape
Resources Company LLC
DALLAS, TEXAS, September 9, 2015, EXCO Resources, Inc. (NYSE:XCO) (EXCO or the Company) announces the closing under the Services and Investment Agreement (as amended, the Agreement) with Energy Strategic Advisory Services LLC (ESAS), a wholly owned subsidiary of Bluescape Resources Company LLC (Bluescape). Highlights include:
| C. John Wilder, Executive Chairman of Bluescape Resources Company LLC, has joined EXCOs Board of Directors and been appointed EXCOs Executive Chairman. |
| C. John Wilder and ESAS will continue to lead EXCOs transformational strategy that focuses on six core areas: 1) liability management, 2) operational performance, 3) capital deployment, 4) risk management, 5) portfolio repositioning, and 6) performance management. |
| ESAS has purchased from EXCO 5,882,353 shares of EXCOs common stock for a purchase price of $10 million at $1.70 per share (the ten day volume weighted average price of EXCOs common stock as of March 30, 2015). |
| ESAS is required to own at least $23.5 million of EXCOs common stock based on the purchase price thereof (reduced by amendment from $50 million) as of the first anniversary of the closing of the Agreement (subject to certain extensions and exceptions) by purchasing at least $13.5 million of additional shares of EXCOs common stock through open market purchases pursuant to a Rule 10b5-1 plan that, subject to compliance with the limitations and restrictions under applicable laws, the Agreement and EXCOs insider trading policies, (1) includes a minimum weekly purchase requirement of 10% of EXCOs average weekly trading volume and (2) will have an effective date no later than two weeks after the first day of ESASs next open trading window period pursuant to EXCOs insider trading policies. |
| All required shareholder approvals have been obtained, including approval of ESAS previously issued warrants to purchase up to 80,000,000 shares of EXCOs common stock, which warrants remain outstanding subject to the previously disclosed return hurdle exercisability criteria and termination and forfeiture provisions. |
C. John Wilder commented We continue to believe EXCO has significant potential by uniting EXCOs strong operating capabilities with Bluescape Resources Company LLCs proven commercial and turnaround track record. By executing a long-term and disciplined performance improvement plan, EXCO can be repositioned to deliver significant value to its shareholders.
Jeffrey D. Benjamin, EXCO Board Member, added The Board of Directors thanks EXCOs shareholders for the overwhelming support they demonstrated during the recent proxy process and welcomes John to his role as Executive Chairman. John has demonstrated a strong commitment to our company and this partnership is a strategic step toward working through the current commodity cycle, enhancing the value of our corporation and preparing EXCO for the future.
Amendment to the Services and Investment Agreement
Effective as of the closing of the Agreement, EXCO and ESAS executed an amendment to the Agreement (the Amendment), in order to, among other things, (1) resolve any uncertainty regarding whether any condition to Closing of the Agreement has not been satisfied, and (2) reduce the possibility of any ownership change of EXCO under Section 382 of the Internal Revenue Code or any comparable provision of any state or local law as contemplated by the Agreement. In the Amendment, EXCO and ESAS agreed to (a) reduce the amount of EXCOs common stock (based on the purchase price thereof) that ESAS and its affiliates are required to own on the first anniversary of closing, subject to certain extensions and exceptions, from $50 million to $23.5 million and (b) include the minimum purchase requirement discussed above.
EXCO Resources, Inc. is an oil and natural gas exploration, exploitation, development and production company headquartered in Dallas, Texas with principal operations in Texas, North Louisiana and Appalachia.
Bluescape Resources Company LLC is a private, independent investment and operating company headquartered in Dallas, Texas. Bluescape Resources Company LLC is focused principally in the oil and gas and power sectors and owns major resource positions in the Appalachia region, South Texas, Kansas, Canada, and Italy. Bluescape Resources Company LLC also helps lead Parallel Resource Partners, LLC. Bluescapes team consists of over twenty professionals with a wide variety of technical, legal, financial and commercial backgrounds.
Additional information about EXCO Resources, Inc. may be obtained by contacting Chris Peracchi, EXCOs Vice President of Finance and Investor Relations, and Treasurer, at EXCOs headquarters, 12377 Merit Drive, Suite 1700, Dallas, TX 75251, telephone number (214) 368-2084, or by visiting EXCOs website at www.excoresources.com. EXCOs SEC filings and press releases can be found under the Investor Relations tab.
Additional information about Bluescape may be obtained by contacting Jonathan Siegler, Executive Vice President & Chief Financial Officer, telephone number (469) 398-2205.
This release may contain forward-looking statements relating to future financial results, business expectations and business transactions. Forward-looking statements are based on estimates and assumptions that are inherently subject to significant economic, industry and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond EXCOs and Bluescapes control. Historical performance of Mr. Wilder and Bluescape may not be indicative of the future performance that may be experienced by EXCO and actual results may differ materially from those predicted as a result of factors over which neither EXCO nor Bluescape have control. Such factors include, but are not limited to: continued volatility in the oil and gas markets, commodity price changes, regulatory changes and general economic conditions, and other risk factors included in EXCOs reports on file with the SEC. Except as required by applicable law, EXCO undertakes no obligation to publicly update or revise any forward-looking statements.