Issuer Free Writing Prospectus

Filed by: Concho Resources Inc.

Pursuant to Rule 433 under the Securities Act of 1933

Registration Statement on Form S-3: No. 333-161809

 

Concho Resources Inc.

 

Pricing Term Sheet

 

This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement, dated December 9, 2010. The information in this Pricing Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. Capitalized terms used in this Pricing Term Sheet but not defined have the meanings given them in the Preliminary Prospectus Supplement.

 

 

The issuer has filed a registration statement (including a prospectus and prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting J.P. Morgan Securities LLC at 383 Madison Avenue, New York, NY 10179, Attention: Syndicate Desk; Merrill Lynch, Pierce, Fenner & Smith Incorporated at 4 World Financial Center, New York, NY, 10080, Attention: Syndicate Operations, by calling (800) 294-1322 or by sending an email to dg.prospectus_requests@baml.com; Credit Agricole Securities (USA) Inc. at 1301 Avenue of the Americas, New York, NY 10019 or by calling (866) 807-6030; or Wells Fargo Securities, LLC at 550 South Tryon Street, 7th Floor, MAC D1086-070, Charlotte, NC 28202, by calling (800) 326-5897 or by sending an email to cmclientsupport@wellsfargo.com.

 

Additional Information

 

Offering size

 

The Company has increased the offering of the Notes from $350.0 million aggregate principal amount to $600.0 million aggregate principal amount. Corresponding changes will be made wherever applicable to the Preliminary Prospectus Supplement, including as discussed below.

 

Conflicts of Interest

 

The following disclosure under “Summary — The Offering — Conflicts of Interest” on page S-7 and each other location where it appears in the preliminary prospectus supplement is amended to read as follows:

 

Tudor, Pickering, Holt & Co. Securities, Inc. is assuming the responsibilities of acting as the qualified independent underwriter in connection with this offering.

 

Adjusted Ratio of Earnings to Fixed Charges

 

The following disclosure is hereby added as the last paragraph of “Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges and Preferred Stock Dividends” on page S- 21, and each other location where it appears in the preliminary prospectus supplement is amended to read as follows:

 

For the nine months ended September 30, 2010 and the year ended December 31, 2009, our consolidated ratio of earnings to fixed charges, on an adjusted basis giving effect to this offering, would have been 6.81 and less than 1:1, respectively. To achieve ratio coverage of 1:1 for the year ended December 31, 2009, we would have needed additional earnings of approximately $58.6 million.

Use of Proceeds

 

The following disclosure under “Use of Proceeds” on page S-22 and each other location where it appears in the preliminary prospectus supplement is amended to read as follows:

 

We expect the net proceeds from this offering will be approximately $587.4 million, after deducting estimated fees and expenses (including underwriting discounts and commissions). We intend to use the net proceeds from this offering to repay a portion of the outstanding borrowings under our credit facility.

 

Capitalization

 

The following numbers in the As Finally Adjusted column under “Capitalization” on page S-23 and each other location where they appear in the preliminary prospectus supplement are amended to read as follows: