Filed by Concho Resources Inc.
(Commission File No. 001-33615)
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Subject Company: RSP Permian, Inc.
(Commission File No. 001-36264)
Concho RSP PERMIAN CONCHO TO ACQUIRE RSP PERMIAN Creating Largest Unconventional Shale Producer in the Permian A NATURAL FIT Reinforces leadership position as premier pure-play company in the Permian Basin Focused portfolio and substantial scale advantage to drive corporate level savings and operational synergies PREMIER PERMIAN BASIN POSITION WITH ENHANCED SCALE ~ “This combination allows us to 640,000 net acres consolidate premier assets that COMBINED POSITION OF HIGHLY seamlessly fold into our drilling COMPLEMENTARY ACREAGE* program, enhance our scale advantage and reinforce our leadership position in the Permian 27 rigs Basin, all while strengthening our LARGEST DRILLING AND platform for delivering predictable COMPLETION PROGRAM IN growth and returns. We look PERMIAN BASIN forward to welcoming RSP’s employees as members of the ~2.2 BBoe Concho team.” TIM LEACH TRANSACTION ADDS TO CONCHO’S CURRENT CHAIRMAN AND CEO OF CONCHO RESOURCE POTENTIAL Gains dawson borden Andrews Martin Howard Loving Winkler Ector Midland Glasscock Culberson Reeves ward crane upton Reagan jeff davis pecos crockett Concho RSP PERMIAN SIGNIFICANT OPERATIONAL AND COST SYNERGIES Combines exceptional technical teams with similar execution-focused cultures Operational Synergy Opportunities: Significant development efficiencies Complementary acreage provides for improved asset optimization Shared infrastructure Overall present value of more than $2bn Cost Synergy Opportunities: Expect to achieve over $60mm in annual corporate level synergies ATTRACTIVE FINANCIAL PROFILE Accretive in first year to key per share metrics: net asset value, earnings, cash flow and debt-adjusted production and cash flow growth Balance sheet netural and credit accretive Enhances three-year annualized production growth outlook * Note: Concho acreage as of February 28, 2018; RSP acreage as of December 31, 2017. AND TRANSACTION OWNERSHIP STRUCTURE All-stock transaction valued at $9.5bn including RSP net debt Concho combined shareholders company to own 74.5% of Concho Chairman and CEO Tim Leach will continue to lead combined company from HQ in Midland, Texas Concho Board to expand to 11 directors, including 1 RSP director CLEAR PATH TO COMPLETION Unanimously approved by the Boards of Directors of both companies Expect 3Q18 to complete transaction in Concho and RSP shareholder approval needed Subject to regulatory approval, other customary closing conditions * Note: Concho acreage as of February 28, 2018; RSP acreage as of December 31, 2017.
Concho RSP PERMIAN CONCHO TO ACQUIRE RSP Creating Largest Unconventional Shale Producer in the Permian No Offer or Solicitation This communication relates to a proposed business combination transaction (the “Transaction”) between RSP Permian, Inc. (“RSP”) and Concho Resources Inc. (“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. Additional Information and Where to Find It In statement connection of RSP with and the Concho Transaction, that also Concho constitutes will file with a prospectus the U.S. Securities of Concho. and RSP Exchange and Concho Commission may also (“SEC”) file other a registration documents with statement the SEC on regarding Form S-4, the that Transaction. will include The a joint definitive proxy joint proxy that will statement/prospectus be filed with the SEC will or be any sent other to documents the stockholders that Concho of Concho or RSP and may RSP. file This with document the SEC is or not send a substitute to stockholders for the of registration Concho or statement RSP in connection and joint with proxy the statement/prospectus Transaction. INVESTORS AND RELEVANT SECURITY DOCUMENTS HOLDERS THAT OF RSP ARE AND FILED CONCHO OR WILL ARE BE URGED FILED WITH TO READ THE SEC, THE AS REGISTRATION WELL AS ANY STATEMENT, AMENDMENTS THE OR JOINT SUPPLEMENTS PROXY STATEMENT/PROSPECTUS TO THESE DOCUMENTS, AND CAREFULLY ALL OTHER AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS. Investors that will be and filed security with the holders SEC by will Concho be able or to RSP obtain through free copies the website of the maintained registration by statement the SEC and at www. the sec. jointgov. proxy Copies statement/prospectus of documents filed (when with the available) SEC by and RSP all will other be documents made available filed free or of of documents charge on RSP’s filed website with the at SEC http://www. by Concho rsppermian. will be made com, available under the free heading of charge “SEC on Filings,” Concho’s or website by contacting at http://www. RSP’s Investor concho. Relations com/investors Department or by contacting by phone Concho’s at 214-252-2790. Investor Copies Relations Department by phone at 432-221-0477. Participants in Solicitation Concho, common RSP stock and in respect their respective to the Transaction. directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Concho’s common stock and RSP’s Information the other documents regarding filed RSP’s after directors the date and thereof executive by RSP officers with is the contained SEC. You in can the obtain proxy statement a free copy for of RSP’s this document 2017 Annual at the Meeting SEC’s website of Stockholders at www. filed sec.gov with or the by SEC accessing on April RSP’s 28, website 2017 and at in http://www. with the SEC rsp permian. on April 5,com. 2017 Information and in the other regarding documents Concho’s filed executive after the officers date thereof and directors by Concho is contained with the SEC. in the You proxy can statement obtain a free for Concho’s copy of this 2017 document Annual Meeting at the SEC’s of Stockholders website at www. filed sec.gov or by accessing Concho’s website at http://www.concho.com/investors. Investors statement/prospectus may obtain additional regarding information the Transaction regarding when the it becomes interests available. of those persons You may and obtain other free persons copies who of this may document be deemed as described participants above. in the Transaction by reading the joint proxy Forward-Looking Statements and Cautionary Statements The foregoing contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 Concho’s common stock or RSP’s 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 Concho’s or RSP’s control, including those detailed in Concho’s 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 SEC’s website at http://www.sec.gov, and those detailed in RSP’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on RSP’s website at http://www.rsppermian.com and on the SEC’s website at http://www.sec.gov. All forward-looking statements are based on assumptions that Concho or RSP believe 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 Concho and RSP undertake no 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. Cautionary Statements Regarding Resource Concho may use the term “resource potential” and similar phrases to describe estimates of potentially recoverable hydrocarbons that SEC rules prohibit from being included in filings with the SEC. These are based on analogy to Concho’s existing models applied to additional acres, additional zones and tighter spacing and are Concho’s internal estimates of hydrocarbon quantities that may be potentially discovered through exploratory drilling or recovered with additional drilling or recovery techniques. These quantities may not constitute “reserves” within the meaning of the Society of Petroleum Engineer’s Petroleum Resource Management System or SEC rules. Such estimates and identified drilling locations have not been fully risked by Concho management and are inherently more speculative than proved reserves estimates. Actual locations drilled and quantities that may be ultimately recovered from Concho’s interests could differ substantially from these estimates. There is no commitment by Concho to drill all of the drilling locations that have been attributed to these quantities. Factors affecting ultimate recovery include the scope of Concho’s ongoing drilling program, which will be directly affected by the availability of capital, drilling and production costs, availability of drilling services and equipment, drilling results, lease expirations, transportation constraints, regulatory approvals, actual drilling results, including geological and mechanical factors affecting recovery rates, and other factors. Such estimates may change significantly as development of Concho’s oil and natural gas assets provide additional data. Concho’s production forecasts and expectations for future periods are dependent upon many assumptions, including estimates of production decline rates from existing wells and the undertaking and outcome of future drilling activity, which may be affected by significant commodity price declines or drilling cost increases or other factors that are beyond Concho’s control. Concho’s use of the term “premium resource” refers to assets with the capacity to produce at an internal rate of return that is greater than thirty-five percent based on fifty-five dollar oil and three dollar gas.