Obligation EXCO Resources Inc 8.5% ( US269279AE58 ) en USD

EXCO Resources Inc

14.38 % ⇌

Etats-unis

US269279AE58 ( en USD )

8.5% par an ( paiement semestriel )

14/04/2022 - Obligation échue

Prospectus brochure de l'obligation EXCO Resources Inc US269279AE58 en USD 8.5%, échue

2 000 USD

70 169 000 USD

269279AE5

N/A

L'Obligation émise par EXCO Resources Inc ( Etats-unis ) , en USD, avec le code ISIN US269279AE58, paye un coupon de 8.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2022

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-195126

CALCULATION OF REGISTRATION FEE

Proposed Maximum Amount of
Title of Each Class of Securities
Aggregate Offering
Registration
to be Registered
Price
Fee
8.500% Senior Notes due 2022

$500,000,000(1) $64,400(1)
Subsidiary Guarantees

(2)

(2)

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

(2) In accordance with Rule 457(n), no separate fee is payable with respect to the guarantees of the debt securities
being registered.

Prospectus supplement
(To prospectus dated April 8, 2014)

Interest payable April 15 and October 15
Issue Price: 100.000%
We are offering $500,000,000 aggregate principal amount of our 8.500% Senior Notes due 2022. The notes wil mature
on April 15, 2022. Interest wil accrue on the notes from April 16, 2014, and the first interest payment date wil be
October 15, 2014.
We may redeem some or al of the notes at any time on or after April 15, 2017 at the redemption prices specified
herein. We may also redeem up to 35% of the notes using all or a portion of the net proceeds of certain sales of equity
interests of our company completed before April 15, 2017. We may also redeem the notes prior to April 15, 2017 upon
payment of the make-whole premium specified herein. If we sel certain of our assets or upon the occurrence of certain
changes in control, we must offer to repurchase the notes.
The notes wil be our general unsecured, senior obligations, wil be equal in right of payment with any of our existing and
future unsecured senior indebtedness that is not by its terms subordinated to the notes (including the $750.0 mil ion
aggregate principal amount of our 7.500% Senior Notes due 2018), and wil be effectively junior to our existing and future
secured indebtedness to the extent of collateral securing that debt. The notes wil be guaranteed on a senior basis by
certain of our subsidiaries. The notes wil be structurally subordinated to the indebtedness of our subsidiaries that do not
guarantee the notes.
You should read this prospectus supplement, together with the accompanying prospectus, carefully before you
invest in our securities. Investing in our securities involves a high degree of risk. See "Risk factors" beginning
on page S-19 of this prospectus supplement and page 6 of the accompanying prospectus for a discussion of
certain risks that you should consider in connection with an investment in our securities.

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Underwriting
Proceeds,
Public
Discounts
Before
Offering
and
Expenses,

Price(1)

Commissions
to the Issuer
Per Note
100.000%

1.750%

98.250%

Total
$500,000,000

$
8,750,000
$491,250,000

(1) Plus accrued interest, if any, from April 16, 2014.

The notes wil not be listed on any securities exchange. Currently there is no public market for the notes.
We expect that delivery of the notes, in book-entry form, wil be made on or about April 16, 2014 through The Depository
Trust Company.

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any
representation to the contrary is a criminal offense.

Joint book-running managers

J.P. Morgan Wells Fargo Securities
BofA Merrill Lynch BMO Capital Markets

Senior co-managers

Credit Suisse
ING
Natixis

UBS Investment Bank

Co-managers

Capital One Securities
CIT Capital Securities
Deutsche Bank Securities Goldman, Sachs & Co.
April 11, 2014.
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Prospectus supplement

Page
Summary

S-1

The offering

S-10

Summary selected financial data

S-14

Summary operating and reserve data

S-17

Risk factors

S-19

Forward-looking statements

S-46

Ratio of earnings to fixed charges

S-49

Use of proceeds

S-50

Capitalization

S-51

Description of certain indebtedness

S-53

Description of the notes

S-56

Material U.S. federal income tax considerations

S-118

Certain ERISA considerations

S-122

Underwriting (Conflicts of Interest)

S-124

Legal matters

S-128

Experts

S-128

Independent petroleum engineers

S-128

Where you can find more information

S-129

Information we incorporate by reference

S-129

Glossary of selected oil and natural gas terms

S-130

Prospectus

Page
About this prospectus

1
Forward-looking statements

2
Where you can find more information

4
Information we incorporate by reference

4
Our company

5
The subsidiary guarantors

5
Risk factors

6
Ratio of earnings to fixed charges

7
Use of proceeds

8
Description of debt securities and guaranties

9
Plan of distribution

19
Legal matters

21
Experts

21
Independent petroleum engineers

21

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This document consists of two parts. The first part is this prospectus supplement, which describes the terms of this
offering of the notes and also adds to and updates information contained in the accompanying prospectus and the
documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second
part is the accompanying prospectus, which provides more general information. To the extent there is a conflict between
the information contained in this prospectus supplement, on the one hand, and the information contained in the
accompanying prospectus or any document incorporated herein and therein by reference, on the other hand, you should
rely on the information in this prospectus supplement. General y, when we refer to this prospectus, we are referring to
the prospectus supplement and accompanying prospectus combined together with all documents incorporated by
reference.
You should rely only on the information contained in or incorporated by reference into this prospectus supplement and
the accompanying prospectus and any related free writing prospectus. Neither we nor the underwriters have authorized
anyone to provide you with different information. If anyone provides you with different or inconsistent information, you
should not rely on it. Neither we nor the underwriters are making an offer to sel the notes in any jurisdiction where the
offer or sale is not permitted.
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You should not assume that the information contained in or incorporated by reference in this prospectus supplement, the
accompanying prospectus, and any related free writing prospectus, or any other offering materials is accurate as of any
date other than the date on the front of each document, regardless of the time of delivery of this prospectus supplement,
the accompanying prospectus, any related free writing prospectus or any sale of the notes. Our business, financial
condition, results of operations and prospects may have changed since those respective dates.
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This summary highlights selected features of this offering and selected information included or incorporated by
reference in this prospectus supplement and the accompanying prospectus. This summary does not contain all of
the information that you should consider before investing in our debt securities. You should carefully read the entire
prospectus supplement and the accompanying prospectus, especially the risks of investing in our debt securities
discussed under "Risk factors" in this prospectus supplement and the accompanying prospectus, and the risk
factors and other information discussed in the documents incorporated by reference in this prospectus supplement
and the accompanying prospectus, before making an investment decision. Except where the context otherwise
requires or as otherwise indicated, as used in this prospectus, (i) "EXCO," "EXCO Resources," "Company," "we,"
"ours" and "us" refer to EXCO Resources, Inc. and its consolidated subsidiaries and (ii) statements regarding our
indebtedness do not include the indebtedness, or our proportionate interest in the indebtedness, of EXCO/HGI
Production Partners, LP, or the EXCO/HGI Partnership. While our proportionate share of the EXCO/HGI
Partnership's debt is consolidated, we are not a guarantor of this debt. We have provided definitions of terms
commonly used in the oil and natural gas industry in the "Glossary of selected oil and natural gas terms" beginning
on page S-129.
Our company
We are an independent oil and natural gas company engaged in the exploitation, exploration, acquisition,
development and production of onshore U.S. oil and natural gas properties, with a focus on shale resource plays.
Our principal operations are conducted in certain key U.S. oil and natural gas areas including Texas, Louisiana and
the Appalachia region.
As of December 31, 2013, our Proved Reserves were approximately 1.1 Tcfe, of which 90% were natural gas and
66% were Proved Developed Reserves. As of December 31, 2013, the Standardized Measure of our Proved
Reserves was approximately $1.3 bil ion. For the year ended December 31, 2013, we produced 161.9 Bcfe of oil,
natural gas and natural gas liquids and we generated total revenues of $634.3 mil ion, net income of $22.2 mil ion and
$417.5 mil ion of Adjusted EBITDA (as defined herein). See "--Summary selected financial data" for a discussion and
reconciliation of Adjusted EBITDA. As of December 31, 2013, our average daily net production rate was 454 Mmcfe.
Selected geographic data
The fol owing table sets forth information concerning our reserves and production by geographic region as of
December 31, 2013:

Total
PV-10
Average
proved
(in
daily net
reserves
millions)
production

(Bcfe)(1)
(1)(2)
(Mmcfe)(3)

East Texas/North Louisiana

725.1

$ 526.1
318

South Texas(4)

90.6

455.1

44

Appalachia

181.1

157.9

65

Permian and other(5)

2.3

9.2

2

Subtotal

999.1

1,148.3
429

EXCO/HGI Partnership(6)

125.2

104.0

25

Total

1,124.3
$1,252.3
454

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Estimated
Total
Total
drilling
gross
net

locations(7) acreage acreage

East Texas/North Louisiana

2,167

189,300 87,000
South Texas(4)

325

97,000 47,800
Appalachia

3,533

672,500 290,400
Permian and other(5)

101

29,500 18,200

Total

6,126

988,300 443,400

EXCO/HGI Partnership(8)

805

179,200 39,400

(1) The total Proved Reserves and PV-10 as of December 31, 2013 were prepared in accordance with the rules and regulations of the SEC. The estimated
future plugging and abandonment costs necessary to compute PV-10 were computed internally.

(2) See "--Summary operating and reserve data" for a discussion and reconciliation of PV-10 to the Standardized Measure.

(3) The average daily net production rate was calculated based on the average daily rate during the final week of the year ended December 31, 2013.

(4) We plan on developing certain undeveloped acreage in the Eagle Ford shale as part of a participation agreement, or the KKR Participation Agreement,
with certain affiliates of Kohlberg Kravis Roberts & Co. L.P., or KKR. Under this agreement, we will assign half of our working interest in a well to certain
affiliates of KKR upon commencement of development. Therefore, we have only included half of our current working interest in the undeveloped locations
subject to this agreement within our Proved Reserves. We have not incorporated the impact of future buybacks under the KKR Participation Agreement
within our Proved Reserves. The acreage in this region consists of 36,500 net acres outside of our core area in Zavala County that are subject to KKR's
right to participate in each proposed well. Our acreage in the South Texas region does not include the undeveloped locations associated with the farmout
agreement with Chesapeake Energy Corporation, or Chesapeake.

(5) On March 24, 2014, we completed the sale of substantially all of the Permian Basin assets owned by EXCO for approximately $68.2 million after final
closing adjustments.

(6) We own a 25.5% economic interest in the EXCO/HGI Partnership and proportionately consolidate the reserves. The reserves of the EXCO/HGI
Partnership include conventional shallow producing assets in East Texas and North Louisiana and shallow Canyon Sand and other assets in the Permian
Basin of West Texas.

(7) Identified drilling locations represent total gross drilling locations identified and scheduled by our management as an estimate of our multi-year drilling
activities on existing acreage. Of the total drilling locations shown in the table, approximately 510 are classified as proved excluding the proved locations of
the EXCO/HGI Partnership. Our actual drilling activities may change depending on the availability of capital, regulatory approvals, seasonal restrictions, oil
and natural gas prices, costs, drilling results and other factors. See "Risk factors--Risks relating to our business" in this prospectus supplement.

(8) The total identified drilling locations for the EXCO/HGI Partnership shown in the table include approximately 58 locations classified as proved. The net
acreage reported for the EXCO/HGI Partnership represents our 25.5% economic interest. The acreage reported for the EXCO/HGI Partnership consists
of shallow rights in a portion of the same acreage for which EXCO owns the deep rights.
Joint ventures
We have used and may in the future use joint ventures or partnership structures to facilitate the acquisition and
development of oil and natural gas properties. We have included a description of our current joint ventures and
partnership structures below:

· BG Group/ETX/NLA. We are parties to a joint venture formed in 2009 with BG Group, plc, or BG Group,
covering an undivided 50% interest in a substantial portion of our shale assets in the East Texas/North Louisiana
area, including the Haynesvil e/Bossier shale, or the East Texas/North Louisiana JV. The East Texas/North
Louisiana JV is governed by a joint development agreement with our subsidiary, EXCO Operating Company, LP,
serving as operator.

· BG Group/Appalachia. We are also parties to a joint venture formed in 2009 with BG Group covering our
Marcellus shale acreage and shal ow producing assets in the Appalachia region, or the Appalachia JV. EXCO and
BG Group each own an undivided 50% interest in the Appalachia JV and a 49.75% working interest in the joint
venture's properties. The remaining 0.5% working interest is owned by a jointly owned operating entity,

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EXCO Resources (PA), LLC, which manages the Appalachia JV operations. Pursuant to another joint venture with

BG Group, we each own a 50% interest in EXCO Appalachia Midstream LLC, a midstream company which
develops infrastructure and provides take-away capacity in the Marcellus shale.

· EXCO/HGI Partnership. On February 14, 2013, we formed the EXCO/HGI Partnership with Harbinger Group,
Inc., or HGI. We own a 25.5% economic interest in the EXCO/HGI Partnership, including a 50% interest in
EXCO/HGI GP, LLC, the general partner of the EXCO/HGI Partnership. HGI owns the remaining 50% interest in
the general partner. We proportionately consolidate our interests, including the reserves of the EXCO/HGI
Partnership which include conventional shallow producing assets in East Texas and North Louisiana and shallow
Canyon Sand and other assets in the Permian Basin of West Texas.

· KKR. During 2013, we acquired producing wel s and non-producing leasehold interests in the Eagle Ford shale in
South Texas. In connection with our acquisition of assets in the Eagle Ford shale, we entered into the KKR
Participation Agreement with certain affiliates of KKR to jointly develop certain undeveloped acreage in the Eagle
Ford shale.
Our business strategy
Our primary strategy focuses on the exploitation and development of our shale resource plays, while continuing to
evaluate complementary acquisitions that meet our strategic and financial objectives. We plan to carry out this
strategy by leveraging our management and technical team's experience, exploiting our multi-year inventory of
development dril ing locations in our shale plays, actively seeking acquisition opportunities, managing our liquidity and
enhancing financial flexibility.
Exploit our shale resource plays
Our primary focus is the development of our core areas as we exploit our extensive inventory of dril ing opportunities.
We hold significant acreage positions in three prominent shale plays in the United States:

· East Texas and North Louisiana--we currently hold approximately 70,000 net acres in the Haynesvil e/Bossier
shales;

· South Texas--we currently hold approximately 47,800 net acres in the Eagle Ford shale; and

· Appalachia--we currently hold approximately 145,000 net acres prospective in the Marcel us shale.
We commenced our horizontal dril ing program in the Haynesvil e/Bossier shales during 2008 and have gained
extensive amounts of technical and operational expertise within these formations. We have spud 430 operated
horizontal wel s from the commencement of our dril ing program through December 31, 2013. At December 31, 2013,
we also owned working interests in 178 Haynesvil e/Bossier shale horizontal wel s operated by others. We have
accumulated significant amounts of contiguous acreage and are one of the largest operators within this region. Our
economies of scale have al owed us to efficiently develop our assets and minimize our costs through greater
utilization of multi-wel pads and existing infrastructure and facilities. During 2013, we acquired additional assets in
our core area of the Haynesvil e shale, including additional working interests in our operated wel s and operated
interests in producing wel s in sections with additional developmental opportunities.
During 2013, we acquired producing wel s and non-producing leasehold interests in the Eagle Ford shale. We believe
this acquisition includes significant upside on the undeveloped acreage while increasing our exposure to oil
production. In addition, we entered into a farm-out agreement covering additional acreage adjacent to the

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acquired properties. In connection with the closing of the acquisition of the Eagle Ford assets, we entered into the
KKR Participation Agreement with KKR to jointly develop the assets. We believe this agreement wil al ow us to
diversify the risks associated with this development while establishing a platform for growth through the acquisition of
oil-focused proved developed producing properties at attractive prices based on the offer process within the
agreement. We intend to apply our technical and operational expertise from other shale plays to the Eagle Ford
shale and realize operational efficiencies as we move to a manufacturing mode in our core area. As of December 31,
2013, we had spud 26 operated horizontal wel s in the Eagle Ford shale since acquiring the Eagle Ford assets.
Our principal activities in the Marcel us shale are focused on technical evaluations of our acreage holdings and a
disciplined appraisal dril ing program. In 2014, we are planning appraisal initiatives as we evaluate future
development activities. A substantial portion of our shale resource play acreage is held-by-production, which gives us
flexibility to defer dril ing as we evaluate our development activities without the threat of losing valuable leases.
Evaluate complementary acquisitions that meet our strategic and financial objectives
We continue to evaluate acreage opportunities and acquisitions of producing properties in our shale areas. We
believe we can leverage our technical expertise and economies of scale to maximize our returns in these areas. Our
acquisition history over the last five years has been focused on shale resource plays with an emphasis on the
acquisition of undeveloped acreage. Undeveloped acreage acquisitions differ from acquisitions of producing
properties as undeveloped acreage acquisitions do not result in immediate production and cash flows or provide
incremental borrowing base capacity under our credit agreement, or the EXCO Resources Credit Agreement. The
acquisitions we closed in July 2013 consisted of producing properties and undeveloped acreage. Our current
business development focus is on evaluating acreage and producing property acquisition opportunities that are both
complementary to our current asset base and consistent with our strategy to manage our liquidity and enhance our
financial flexibility.
Manage our liquidity and enhance financial flexibility
We actively manage our liquidity to ensure that we are able to execute our business strategies. We continuously
review our portfolio and evaluate transactions that would enhance our liquidity and al ow us to redeploy capital to
other projects with higher rates of return. During 2013 and the first quarter of 2014, we executed several key
transactions that improved our liquidity and financial flexibility. We utilized the proceeds from these transactions to
reduce indebtedness under the EXCO Resources Credit Agreement and facilitate the acquisitions of the Haynesvil e
and Eagle Ford assets. These transactions included the fol owing:

· sold our equity interest in TGGT Holdings, LLC to Azure Midstream Holdings LLC for cash proceeds of
approximately $241.9 mil ion and an equity interest of approximately 4% in Azure Midstream Holdings LLC;

· formed the EXCO/HGI Partnership with HGI. We contributed our conventional non-shale assets in East Texas and
North Louisiana and our shal ow Canyon Sand and certain other assets in the Permian Basin of West Texas to the
EXCO/HGI Partnership in exchange for net proceeds of approximately $574.8 mil ion and a 25.5% economic
interest in the EXCO/HGI Partnership. The operations of the EXCO/HGI Partnership are currently funded with its
cash flows from operations and its credit facility, or the EXCO/HGI Partnership Credit Agreement;

· sold an undivided 50% interest in the undeveloped Eagle Ford acreage we acquired to KKR for approximately
$130.9 mil ion and entered into the KKR Participation Agreement to jointly develop these assets;

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