EXCO Resources, Inc. Announces 1-for-15 Reverse Share Split, Shareholder Approval for Share Issuance under 1.5 Lien Notes and 1.75 Term Loans, and Annual Meeting Results
The shareholder and Board approval of the reverse share split and the shareholder approval to issue additional shares of the Company’s common stock allow the Company, subject to certain limitations, to pay interest in common shares on both its senior secured 1.5 lien notes and its senior secured 1.75 lien term loans. Harold L. Hickey, EXCO’s Chief Executive Officer and President, commented, “We believe the successful completion of the reverse share split and the passage of the charter amendment allowing use of shares to pay interest provide a number of immediate benefits. We will be able to comply with NYSE listing standards and significantly reduce our cash interest payments. This will allow us to create value for our shareholders by investing our cash in the business as opposed to making interest payments.”
Once the reverse share split is effected, every 15 shares of EXCO’s issued and outstanding common stock (and such shares held in treasury) will be converted into one share of common stock. The reverse share split and related charter amendment will disproportionately reduce the number of the Company’s authorized common shares from 780 million to 260 million. No fractional shares will be issued for the reverse share split. Instead, the Company will round fractional shares upwards to the next whole share. The new CUSIP number for the Company’s common stock post-reverse share split is 269279 501.
Continental Stock Transfer & Trust Company, LLC (“Continental Stock”), the Company’s transfer agent, will act as the exchange agent for the reverse share split. Shareholders with certificated shares will receive a letter of transmittal from Continental Stock with instructions on how to surrender certificates representing pre-split shares. Shareholders should not send in their pre-split certificates until they receive a letter of transmittal from Continental Stock. Shareholders with book-entry shares or who hold their shares through a bank, broker or other nominee will not need to take any action. Please contact Continental Stock for further information at (212) 509-4000.
Additional information about the reverse share split, the related charter amendment, and the issuance of common shares by the Company can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 24, 2017.
Annual Meeting Results
Each of the proposals presented by the Company at the Annual Meeting received the requisite vote for approval. Set forth below are the voting results on each of the proposals.
Proposal For Withheld Broker Non-Votes 1 Election of directors B. James Ford 175,113,392 2,921,809 77,681,553 Anthony R. Horton 175,746,760 2,288,441 77,681,553 Randall E. King 175,573,584 2,461,617 77,681,553 Samuel A. Mitchell 175,568,076 2,467,125 77,681,553 Robert L. Stillwell 172,969,624 5,065,577 77,681,553 Stephen J. Toy 175,651,087 2,384,114 77,681,553 C. John Wilder 175,428,041 2,607,160 77,681,553 For Against Abstain Broker Non-Votes 2 Issuance of common shares for interest due under the 1.5 Lien Notes and 1.75 Term Loans and upon exercise of warrants 166,389,279 10,895,843 750,079 77,681,553 3 Reverse share split charter amendment 242,272,649 12,211,304 1,232,801 N/A 4 Advisory vote to approve executive compensation 165,224,982 11,942,452 867,767 77,681,553 1 Year 2 Years 3 Years Abstain Broker Non-Votes 5 Advisory vote to determine the frequency of future advisory votes on executive compensation 171,527,875 733,141 3,032,837 2,741,348 77,681,553 For Against Abstain 6 Ratification of the appointment of KPMG 252,204,153 2,037,255 1,475,346 7 Adjournment of the Annual Meeting 237,919,747 16,070,348 1,726,659 About EXCO
EXCO Resources, Inc. is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, North Louisiana and the Appalachia region. EXCO’s headquarters are located at 12377 Merit Drive, Suite 1700, Dallas, TX 75251.
Forward-Looking Statements
This release may contain forward-looking statements relating to future financial results, business expectations and strategic and financial alternatives and other business transactions. Actual results may differ materially from those predicted as a result of factors over which EXCO has no control. Such factors include, but are not limited to: EXCO’s ability to implement or execute on any strategic or financial initiatives, adjust its capital structure, or increase its liquidity; the continued volatility of, or depressed prices in, the oil and gas markets; the estimates of reserves; availability and costs of services and materials; commodity price changes; regulatory changes; and general economic conditions. These and other factors are included in EXCO’s 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.
ContactsEXCO Resources, Inc.
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Tyler Farquharson, 214-368-2084
Vice President, Chief Financial Officer and Treasurer
www.excoresources.com
DALLAS–(BUSINESS WIRE)–EXCO Resources, Inc. (NYSE: XCO) (“EXCO” or the “Company”)
today announced that its Board of Directors (the “Board”) has
approved a 1-for-15 reverse share split of its common stock. The
Company’s shareholders granted authority to the Board to effect the
reverse share split at the Company’s 2017 Annual Meeting of Shareholders
on May 31, 2017 (the “Annual Meeting”). The reverse share split
is expected to become effective after the market closes on June 12,
2017. The Company’s common stock will continue to trade on the NYSE
under the symbol “XCO” and is expected to begin trading on a post-split
basis when the market opens on June 13, 2017.
The shareholder and Board approval of the reverse share split and the
shareholder approval to issue additional shares of the Company’s common
stock allow the Company, subject to certain limitations, to pay interest
in common shares on both its senior secured 1.5 lien notes and its
senior secured 1.75 lien term loans. Harold L. Hickey, EXCO’s Chief
Executive Officer and President, commented, “We believe the successful
completion of the reverse share split and the passage of the charter
amendment allowing use of shares to pay interest provide a number of
immediate benefits. We will be able to comply with NYSE listing
standards and significantly reduce our cash interest payments. This will
allow us to create value for our shareholders by investing our cash in
the business as opposed to making interest payments.”
Once the reverse share split is effected, every 15 shares of EXCO’s
issued and outstanding common stock (and such shares held in treasury)
will be converted into one share of common stock. The reverse share
split and related charter amendment will disproportionately reduce the
number of the Company’s authorized common shares from 780 million to 260
million. No fractional shares will be issued for the reverse share
split. Instead, the Company will round fractional shares upwards to the
next whole share. The new CUSIP number for the Company’s common stock
post-reverse share split is 269279 501.
Continental Stock Transfer & Trust Company, LLC (“Continental
Stock”), the Company’s transfer agent, will act as the exchange
agent for the reverse share split. Shareholders with certificated shares
will receive a letter of transmittal from Continental Stock with
instructions on how to surrender certificates representing pre-split
shares. Shareholders should not send in their pre-split certificates
until they receive a letter of transmittal from Continental Stock.
Shareholders with book-entry shares or who hold their shares through a
bank, broker or other nominee will not need to take any action. Please
contact Continental Stock for further information at (212) 509-4000.
Additional information about the reverse share split, the related
charter amendment, and the issuance of common shares by the Company can
be found in the Company’s definitive proxy statement filed with the
Securities and Exchange Commission (“SEC”) on April 24, 2017.
Annual Meeting Results
Each of the proposals presented by the Company at the Annual Meeting
received the requisite vote for approval. Set forth below are the voting
results on each of the proposals.
| Proposal | For | Withheld | Broker Non-Votes | |||||||||
| 1 | Election of directors | |||||||||||
| B. James Ford | 175,113,392 | 2,921,809 | 77,681,553 | |||||||||
| Anthony R. Horton | 175,746,760 | 2,288,441 | 77,681,553 | |||||||||
| Randall E. King | 175,573,584 | 2,461,617 | 77,681,553 | |||||||||
| Samuel A. Mitchell | 175,568,076 | 2,467,125 | 77,681,553 | |||||||||
| Robert L. Stillwell | 172,969,624 | 5,065,577 | 77,681,553 | |||||||||
| Stephen J. Toy | 175,651,087 | 2,384,114 | 77,681,553 | |||||||||
| C. John Wilder | 175,428,041 | 2,607,160 | 77,681,553 | |||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 2 |
Issuance of common shares for interest due under the 1.5 Lien Notes and 1.75 Term Loans and upon exercise of warrants |
166,389,279 | 10,895,843 | 750,079 | 77,681,553 | |||||||
| 3 | Reverse share split charter amendment | 242,272,649 | 12,211,304 | 1,232,801 | N/A | |||||||
| 4 | Advisory vote to approve executive compensation | 165,224,982 | 11,942,452 | 867,767 | 77,681,553 | |||||||
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||
| 5 |
Advisory vote to determine the frequency of future advisory votes on executive compensation |
171,527,875 | 733,141 | 3,032,837 | 2,741,348 | 77,681,553 | ||||||
| For | Against | Abstain | ||||||||||
| 6 | Ratification of the appointment of KPMG | 252,204,153 | 2,037,255 | 1,475,346 | ||||||||
| 7 | Adjournment of the Annual Meeting | 237,919,747 | 16,070,348 | 1,726,659 | ||||||||
About EXCO
EXCO Resources, Inc. is an oil and natural gas exploration,
exploitation, acquisition, development and production company
headquartered in Dallas, Texas with principal operations in Texas, North
Louisiana and the Appalachia region. EXCO’s headquarters are located at
12377 Merit Drive, Suite 1700, Dallas, TX 75251.
Forward-Looking Statements
This release may contain forward-looking statements relating to future
financial results, business expectations and strategic and financial
alternatives and other business transactions. Actual results may differ
materially from those predicted as a result of factors over which EXCO
has no control. Such factors include, but are not limited to: EXCO’s
ability to implement or execute on any strategic or financial
initiatives, adjust its capital structure, or increase its liquidity;
the continued volatility of, or depressed prices in, the oil and gas
markets; the estimates of reserves; availability and costs of services
and materials; commodity price changes; regulatory changes; and general
economic conditions. These and other factors are included in EXCO’s
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.
Contacts
EXCO Resources, Inc.
Tyler Farquharson, 214-368-2084
Vice
President, Chief Financial Officer and Treasurer
www.excoresources.com
