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WPX Energy Announces Early Results and Early Settlement of Cash Tender Offers

8/22/2017

TULSA, Okla.--(BUSINESS WIRE)-- WPX Energy (NYSE: WPX) announced today the early results and early settlement of its previously announced cash tender offers (the “Tender Offers”) to purchase up to $150,000,000 aggregate principal amount (the “Aggregate Maximum Tender Amount”) of its outstanding 7.500% Senior Notes due 2020 (the “2020 Notes”), 8.250% Senior Notes due 2023 (the “2023 Notes”) and 6.000% Senior Notes due 2022 (the “2022 Notes” and together with the 2020 Notes and the 2023 Notes, the “Notes”).

The terms and conditions of the Tender Offers are described in an Offer to Purchase, dated Aug. 8, 2017 (the “Offer to Purchase”), which was previously distributed to holders of the Notes.

According to information received from Global Bondholder Services Corporation, the Depositary and Information Agent for the Tender Offers, as of 5 p.m., New York City time, on Aug. 21, 2017 (that date and time, the “Early Tender Date”), $454,565,000 aggregate principal amount of the 2020 Notes were validly tendered and not validly withdrawn pursuant to the Tender Offers.

WPX expects to accept for purchase $150,000,000 aggregate principal amount of the 2020 Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date (such notes, the “Early Tender Notes”). Because the aggregate amount of 2020 Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date exceeded the Aggregate Maximum Tender Amount, 2020 Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date will be accepted on a pro rata basis, subject to a proration factor of approximately 33.0%. Because the aggregate principal amount of the 2020 Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date exceeded the Aggregate Maximum Tender Amount, none of the 2023 Notes or 2022 Notes will be accepted for purchase and no 2020 Notes tendered after the Early Tender Date will be accepted for purchase.

Holders of the Early Tender Notes will receive total consideration of $1,100 per $1,000 principal amount of 2020 Notes, which amount includes the early tender premium of $30.00 per $1,000 principal amount of 2020 Notes. Holders of the Early Tender Notes will also receive accrued and unpaid interest from the last interest payment with respect to their Early Tender Notes to, but not including, Aug. 22, 2017.

Payment for the Early Tender Notes is expected to occur today, concurrently with the completion of WPX’s previously announced underwritten public offering of $150 million of its 5.25% Senior Notes due 2024 (the “2024 Notes”). The 2024 Notes are expected to rank equally with, and be treated as a single class with, the $500 million aggregate principal amount of currently outstanding 5.25% Senior Notes due 2024 previously issued by WPX. The net proceeds of the offering of 2024 Notes will be used to fund a portion of the consideration for the Tender Offers. The completion of the offering of the 2024 Notes will satisfy the financing condition to the Tender Offers.

This press release is neither an offer to purchase nor a solicitation of an offer to purchase or sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful. The Tender Offers were made solely pursuant to terms and conditions set forth in the Offer to Purchase. Nothing contained herein shall constitute an offer of the 2024 Notes.

The dealer manager for the Tender Offers is Wells Fargo Securities, LLC (the “Dealer Manager”). Any questions regarding the Tender Offers should be directed to the Dealer Manager at (toll-free) (866) 309-6316 or (collect) (704) 410-4760. Requests for documentation regarding the Tender Offers should be directed to the Information Agent for the Tender Offers, Global Bondholder Services Corporation, toll-free at (866) 470-4200 (banks and brokers call (212) 430-3774) or 65 Broadway, Suite 404, New York, NY 10006.

About WPX Energy, Inc.

WPX has posted double-digit oil volume growth each of the past five years. The company is active in the Delaware, Williston and San Juan basins. The Delaware Basin is the western portion of the greater Permian Basin.

This press release includes “forward-looking statements.” All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the company expects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the company. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. The forward-looking statements in this press release are made as of the date of this press release, even if subsequently made available by WPX on its website or otherwise. WPX does not undertake and expressly disclaims any obligation to update the forward-looking statements as a result of new information, future events or otherwise. Investors are urged to consider carefully the disclosure in our filings with the Securities and Exchange Commission at www.sec.gov.

Source: WPX Energy Inc

WPX Energy, Inc.

Media Contact:

Kelly Swan, 539-573-4944

or

Investor Contact:

David Sullivan, 539-573-9360



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