SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of
Date of Report (Date of earliest event reported): December 15, 2010
EXCO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
12377 Merit Drive
Suite 1700, LB 82
|(Address of principal executive offices)
Registrants telephone number, including area code: (214) 368-2084
(Former name or former address, if changed since last report)
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
||Entry into a Material Definitive Agreement. |
On December 15, 2010, EXCO Holding (PA), Inc. (EXCOPA), a wholly owned subsidiary of EXCO Resources, Inc. (EXCO), entered into an asset purchase agreement (the Purchase
Agreement) to purchase oil and natural gas properties primarily prospective for the Marcellus shale (the Purchased Assets) from Chief Oil & Gas LLC, Chief Exploration & Development LLC and Radler 2000 Limited
Partnership (Sellers) for approximately $459.4 million, subject to customary post-closing purchase price adjustments. The Purchased Assets include 15 producing wells with an aggregate gross production of 40 Mmcf of natural gas per day as
of November 2010, 11 wells awaiting completion and over 50,000 net acres prospective for Marcellus shale development in Pennsylvania. The Purchased Assets are located within the area of mutual interest established by EXCOs Appalachia joint
venture (the Appalachia JV) with BG Group, plc (BG Group). BG Group will have the opportunity to purchase 50% of the Purchased Assets. Should BG Group elect to participate, the development of the Purchased Assets would be
governed by the Appalachia JV.
The Purchase Agreement contains customary representations, warranties, covenants and
post-closing conditions for transactions of this nature. Sellers have also agreed to indemnify EXCOPA after the closing, subject to customary exceptions, limitations, and caps, against liabilities related to, among other things, any breach by
Sellers of their representations, warranties, covenants and agreements contained in the Purchase Agreement. The acquisition closed on December 15, 2010, with the purchase price, assignment documents and certain other closing documents being
deposited into escrow pending receipt of a waiver from a third party. If the waiver has not been obtained by December 31, 2010, Sellers may elect to extend the escrow period to January 14, 2011 at which time EXCOPA can terminate and unwind
the transaction if the waiver has not been obtained. Sellers will continue to operate the assets and provide other transition services through January 31, 2011. The transaction has an economic effective date of July 1, 2010. The purchase
price delivered at closing was financed with borrowings under EXCOs credit agreement.
Except for its remedy for a
breach of Sellers special warranty of title under the assignment of the Purchased Assets at closing, EXCOPAs exclusive remedy for title matters and environmental matters, with certain exceptions, will be handled through a title or
environmental defect mechanism. EXCOPA must give Sellers notice of any title or environmental defects no later than February 28, 2011. Unless the parties otherwise agree, uncured title and environmental defects that are not in dispute will
result in a downward adjustment to the purchase price if the value of all title and environmental defects exceed applicable threshold amounts and in that case only to the extent that such defects exceed a lower deductible amount. Disputed title or
environmental defects will be submitted to binding arbitration.
||Completion of Acquisition or Disposition of Assets. |
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|EXCO RESOURCES, INC.|
/S/ J. DOUGLAS
||J. Douglas Ramsey, Ph.D.|
||Vice President Finance|
Date: December 21, 2010