Market Overview

Concho Resources Inc. to Acquire RSP Permian, Inc. in All-Stock Transaction


Transaction Creates Largest Unconventional Shale Producer in the
Permian Basin

Concho Resources Inc. (NYSE:CXO) and RSP Permian, Inc. (NYSE: RSPP) today announced they have entered into a definitive agreement
under which Concho will acquire RSP in an all-stock transaction valued
at approximately $9.5 billion, inclusive of RSP's net debt. The
consideration will consist of 0.320 shares of Concho common stock for
each share of RSP common stock. The transaction was unanimously approved
by the board of directors of each company.

This press release features multimedia. View the full release here:


  • Large, highly-complementary acreage expands Concho's strategic
    portfolio in the Permian Basin to approximately 640,000 net acres
  • Reinforces leadership position as the premier Permian pure-play
    company and creates the largest crude oil and natural gas producer
    from unconventional shale in the Permian Basin
  • Combined company to run the largest drilling program in the Permian
    Basin with 27 rigs
  • Meaningfully expands premium resource base
  • Drives significant operational synergies through development
    optimization, shared infrastructure and capital efficiencies, with a
    present value of more than $2 billion
  • Expect to realize over $60 million in annual corporate level savings
  • Immediately accretive to key per-share metrics, including net asset
    value, earnings, cash flow and debt-adjusted growth
  • Expect to maintain investment grade credit ratings
  • Enhances Concho's three-year annualized production growth outlook
    within cash flow from operations

Tim Leach, Chairman and Chief Executive Officer of Concho, commented,
"This transaction provides a compelling opportunity for both Concho and
RSP shareholders to benefit from the strength of our combined company.
The RSP team built an exceptional high-margin asset portfolio consistent
with our playbook – large, contiguous positions in the core of the
Permian Basin. And they did so with a strategy of maximizing well
performance and returns, which provides substantial running room for
continuous development with large-scale projects. This combination
allows us to consolidate premier assets that seamlessly fold into our
drilling program, enhance our scale advantage and reinforce our
leadership position in the Permian Basin, all while strengthening our
platform for delivering predictable growth and returns. We look forward
to welcoming RSP's employees as members of the Concho team."

Steve Gray, Chief Executive Officer of RSP, commented, "I am extremely
proud of the RSP team and the high-quality position we built in the
Permian Basin. As RSP has grown and we have seen the resource play
develop in the Permian, we have come to recognize that combining with a
company with the scale, investment grade balance sheet and operational
excellence of Concho will unlock even more value for shareholders. The
combined company will have the vision and necessary financial strength
to efficiently develop the tremendous resource potential of these assets
with large-scale projects."

The acquisition will add approximately 92,000 net acres that strongly
complement Concho's existing acreage position in the Permian Basin. The
combined position will cover more than 640,000 net acres. In
fourth-quarter 2017, production on RSP's assets totaled approximately
55.5 thousand barrels of oil equivalent (Boe) per day on a two-stream
basis, of which approximately 80% was crude oil and 20% was natural gas.
The transaction adds 2.2 billion Boe of resource potential, of which
more than two-thirds is premium resource.

The combined company will run the largest drilling and completion
program in the Permian Basin. With a focused portfolio and substantial
scale advantage, the benefits of this transaction are expected to drive
corporate level savings and operational synergies by combining the
complementary assets and the technical skills of both company's
employees. Specific operational synergies include: asset optimization,
directing capital to high-return manufacturing-style projects and
utilizing shared infrastructure systems. The present value of corporate
and operational synergies is expected to exceed $2 billion.

The acquisition is expected to be accretive in the first year to
Concho's key per-share metrics, including net asset value, earnings,
cash flow and debt-adjusted growth. In addition, the transaction is
expected to enhance Concho's three-year outlook for annualized
production growth on a capital program within cash flow from operations.

Transaction Details

Under the terms of the definitive merger agreement, shareholders of RSP
will receive 0.320 shares of Concho common stock in exchange for each
share of RSP common stock, representing consideration to each RSP
shareholder of $50.24 per share based on the closing price of Concho
common stock on March 27, 2018. The consideration represents an
approximately 29% premium to RSP's closing price of $38.92 on March 27,
2018. Upon closing of the transaction, Concho shareholders will own
approximately 74.5% of the combined company, and RSP shareholders will
own approximately 25.5%. The resulting capital structure is consistent
with Concho's long-term strategy of maintaining a strong financial

The transaction, which is expected to be completed in the third quarter
of 2018, is subject to the approval of both Concho and RSP shareholders,
the satisfaction of certain regulatory approvals and other customary
closing conditions.

Upon closing, Concho's board will be expanded to 11 directors, to
include one independent member of the RSP board. Concho will continue to
be headquartered in Midland, Texas.


Morgan Stanley & Co. LLC is acting as exclusive financial advisor to
Concho, and Sullivan & Cromwell LLP and Gibson, Dunn & Crutcher LLP are
acting as legal advisors to Concho. Tudor, Pickering, Holt & Co. is
acting as exclusive financial advisor to RSP, and Vinson & Elkins LLP is
acting as legal advisor to RSP.

Investor and Analyst Conference Call

Concho will host a conference call for investors and analysts at 7:30 AM
CT (8:30 AM ET) today, March 28, 2018, to discuss this transaction. The
telephone number and passcode to access the conference call are provided

Dial-in: (844) 263-8298
Intl. dial-in: (478) 219-0007
Passcode: 9329028

To access the live webcast and view the presentation for the call, visit
Concho's website at
The replay will also be available on Concho's website under the
"Investors" section.

Concho Resources Inc.

Concho is an independent oil and natural gas company engaged in the
acquisition, development, exploration and production of oil and natural
gas properties. Concho's operations are focused in the Permian Basin of
Southeast New Mexico and West Texas. For more information, visit the
Concho's website at

RSP Permian, Inc.

RSP is an independent oil and natural gas company focused on the
acquisition, exploration, development and production of unconventional
oil and associated liquids-rich natural gas reserves in the Permian
Basin of West Texas. The vast majority of RSP's acreage is located on
large, contiguous acreage blocks in the core of the Midland and Delaware
Basins, sub-basins of the Permian Basin.

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 connection with the Transaction, Concho will file with the U.S.
Securities and Exchange Commission ("SEC") a registration statement on
Form S-4, that will include a joint proxy statement of RSP and Concho
that also constitutes a prospectus of Concho. RSP and Concho may also
file other documents with the SEC regarding the Transaction. The
definitive joint proxy statement/prospectus will be sent to the
stockholders of Concho and RSP. This document is not a substitute for
the registration statement and joint proxy statement/prospectus that
will be filed with the SEC or any other documents that Concho or RSP may
file with the SEC or send to stockholders of Concho or RSP in connection

Investors and security holders will be able to obtain free copies of the
registration statement and the joint proxy statement/prospectus (when
available) and all other documents filed or that will be filed with the
SEC by Concho or RSP through the website maintained by the SEC at
Copies of documents filed with the SEC by RSP will be made available
free of charge on RSP's website at,
under the heading "SEC Filings," or by contacting RSP's Investor
Relations Department by phone at 214-252-2790. Copies of documents filed
with the SEC by Concho will be made available free of charge on Concho's
website at
or by contacting Concho's Investor Relations Department by phone at

Participants in Solicitation

Concho, RSP and their respective 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 common stock in respect to
the Transaction.

Information regarding RSP's directors and executive officers is
contained in the proxy statement for RSP's 2017 Annual Meeting of
Stockholders filed with the SEC on April 28, 2017 and in the other
documents filed after the date thereof by RSP with the SEC. You can
obtain a free copy of this document at the SEC's website at
or by accessing RSP's website at
Information regarding Concho's executive officers and directors is
contained in the proxy statement for Concho's 2017 Annual Meeting of
Stockholders filed with the SEC on April 5, 2017 and in the other
documents filed after the date thereof by Concho with the SEC. You can
obtain a free copy of this document at the SEC's website at
or by accessing Concho's website at

Investors may obtain additional information regarding the interests of
those persons and other persons who may be deemed participants in the
Transaction by reading the joint proxy statement/prospectus regarding
the Transaction when it becomes available. You may obtain free copies of
this document as described above.

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
and on the SEC's website at,
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
and on the SEC's website at

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.

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