CONCHO RESOURCES INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-01-15: Form 8-K; Period of report 2021-01-15; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; Details 1.02.
- 2021-01-04: Form 8-K; Period of report 2020-12-28; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 5.02.
- 2020-10-27: Form 8-K; Period of report 2020-10-27; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2020-10-19: Form 8-K; Period of report 2020-10-19; Description 2.02 Results of Operations and Financial Condition.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-01-15 | 8-K | 2021-01-15 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 1.02 In connection with the consummation of the Merger (as defined below), on January 15, 2021, Concho Resources Inc., a Delaware corporation (“Concho”) terminated all outstanding commitments, including commitments to issue letters of credit, under the Second Amended and Restated Credit Agreement, dated as of May 19, 2014 (as amended from time to time, the “Credit Agreement”), by and among Concho, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. 2.01 On January 15, 2021, ConocoPhillips, a Delaware corporation (“ConocoPhillips”) completed its previously announced acquisition of Concho in connection with the merger of Falcon Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of ConocoPhillips (“Merger Sub”), with and into Concho (the “Merger”), pursuant to that certain Agreement and Plan of Merger, dated as of October 18, 2020 (the “Merger Agreement”), among ConocoPhillips, Merger Sub and Concho. 3.01 In connection with the consummation of the Merger, Concho notified the New York Stock Exchange (“NYSE”) that each outstanding share of Concho’s common stock was converted into the right to receive the Merger Consideration and requested that NYSE withdraw the listing of Concho’s common stock. 3.03 The information set forth in Item 1.02, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 As a result of the consummation of the Merger, at the Effective Time, Concho became a wholly-owned subsidiary of ConocoPhillips. 5.02 In accordance with the terms of the Merger Agreement, all of the directors of Concho prior to the Effective Time ceased to be directors of Concho effective as of the Effective Time. 5.03 At the Effective Time: (1) Concho’s Amended and Restated Certificate of Incorporation was amended and restated in accordance with the Merger Agreement; and (2) the bylaws of Merger Sub in effect immediately prior to the Effective Time became the bylaws of Concho. 5.07 On January 15, 2021, Concho held a special meeting of stockholders (the “Special Meeting”). | tm213218d6_8k.htm |
| 2021-01-04 | 8-K | 2020-12-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On December 31, 2020, the Compensation Committee of the Concho Board (the “Compensation Committee”) approved the grant of performance units (the “2021 Performance Units”) and restricted stock (the “2021 Restricted Stock Awards”) to officers on January 4, 2021 of the Concho under Concho’s 2019 Stock Incentive Plan, which was approved by Concho stockholders in May 2019. 8.01 In connection with the Merger, seven lawsuits were filed between November 23 and December 28, 2020 against one or more of Concho, the directors of Concho, ConocoPhillips, the directors of ConocoPhillips and Merger Sub (collectively, the “Defendants”). | d17787d8k.htm |