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WPX Energy Commences Tender Offers for Senior Notes due 2020, 2023 and 2022

8/8/2017

TULSA, Okla.--(BUSINESS WIRE)-- WPX Energy (NYSE: WPX) announced today that it has commenced cash tender offers (the “Tender Offers”) to purchase up to $150,000,000 aggregate principal amount (as it may be increased by WPX, the “Aggregate Maximum Tender Amount”) of its outstanding 7.500% Senior Notes due 2020, 8.250% Senior Notes due 2023 and 6.000% Senior Notes due 2022 (collectively, 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”). WPX reserves the right, but is under no obligation, to increase the Aggregate Maximum Tender Amount or the Tender Caps (as defined below) without extending withdrawal rights, except as otherwise required by applicable law. The amounts of each series of Notes to be purchased may be prorated as set forth in the Offer to Purchase. The Company intends to fund the Tender Offers with the net proceeds of the Company’s proposed offering of debt securities (the “Debt Financing”), together with, if required, borrowings under its senior secured revolving credit facility.

The following table sets forth certain terms of the Tender Offers:

       

Dollars per $1,000 Principal
Amount of Notes

Title of
Notes

CUSIP/ISIN
Numbers

   

Aggregate
Principal
Amount
Outstanding(2)

   

Tender Cap

   

Acceptance
Priority
Level

Tender Offer
Consideration(3)

   

Early Tender
Premium

   

Total
Consideration
(1)(3)

7.500% Senior Notes due 2020 98212BAF0

US98212BAF04

$500,000,000 N/A 1 $1,070.00 $30.00 $1,100.00
 
8.250% Senior Notes due 2023 98212BAG8

US98212BAG86

$500,000,000 $75,000,000 2 $1,092.50 $30.00 $1,122.50
 
6.000% Senior Notes due 2022 98212BAD5

98212BAB9

US98212BAD55

US98212BAB99

$1,100,000,000 $50,000,000 3 $1,007.50 $30.00 $1,037.50
________________________________
(1)   Includes the Early Tender Premium.
(2) As of the date of the Offer to Purchase.
(3) Holders will also receive accrued and unpaid interest from the last interest payment with respect to Notes to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable.
 

The Tender Offers will expire at midnight, New York City time, at the end of Sept. 5, 2017, unless extended or earlier terminated by WPX (the “Expiration Date”). No tenders submitted after the Expiration Date will be valid. Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on Aug. 21, 2017 (such date and time, as it may be extended, the “Early Tender Date”) and accepted for purchase pursuant to the Tender Offers will receive the applicable Total Consideration for such series, which includes the early tender premium for such series of Notes set forth in the table above (with respect to each series of Notes, the “Early Tender Premium”). Holders of Notes tendering their Notes after the Early Tender Date will only be eligible to receive the applicable tender offer consideration for such series of Notes set forth in the table above (with respect to each series of Notes, the “Tender Offer Consideration”), which is the applicable Total Consideration less the Early Tender Premium.

All Notes validly tendered and accepted for purchase pursuant to the Tender Offers will receive the applicable consideration set forth in the table above, plus accrued and unpaid interest on such Notes from the applicable last interest payment date with respect to those Notes to, but not including, the applicable Settlement Date (as defined below) (“Accrued Interest”).

Tendered Notes may be withdrawn from the Tender Offers at or prior to 5:00 p.m., New York City time, on Aug. 21, 2017, unless extended by WPX (such date and time, as it may be extended, the “Withdrawal Date”). Holders of Notes who tender their Notes after the Withdrawal Date, but prior to the Expiration Date, may not withdraw their tendered Notes unless withdrawal rights are otherwise required by applicable law.

Provided that the conditions to the applicable Tender Offer have been satisfied or waived, and assuming acceptance for purchase by the Company of Notes validly tendered pursuant to the Tender Offers, (i) payment for applicable Notes validly tendered at or prior to the applicable Early Tender Date and purchased in the applicable Tender Offer shall be made on the settlement date that is expected to be the business day following the applicable Early Tender Date, or as promptly as practicable thereafter (with respect to each series of Notes, the “Early Settlement Date”) and (ii) payment for any applicable Notes validly tendered after the applicable Early Tender Date, but at or prior to the applicable Expiration Date, and purchased in the applicable Tender Offer shall be made on the settlement date that is expected to be the business day following the applicable Expiration Date, or as promptly as practicable thereafter (with respect to each series of Notes, the “Final Settlement Date” and, together with the related Early Settlement Date, the “Settlement Dates”).

Subject to the Aggregate Maximum Tender Amount, the Tender Caps and proration, the Notes accepted on any Settlement Date will be accepted in accordance with their Acceptance Priority Levels set forth in the table above, with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level, and provided that Notes tendered at or prior to the Early Tender Date will be accepted for purchase with priority over Notes tendered after the Early Tender Date, but at or prior to the Expiration Date, regardless of the priority of the series of such later tendered Notes. In addition, no more than $75,000,000 aggregate principal amount of the 2023 Notes will be purchased in the Tender Offers (as it may be increased by WPX, the “2023 Notes Tender Cap”) and no more than $50,000,000 aggregate principal amount of the 2022 Notes will be purchased in the Tender Offers (as it may be increased by WPX, the “2022 Notes Tender Cap” and, together with the 2023 Notes Tender Cap, the “Tender Caps”).

Acceptance for tenders of any Notes may be subject to proration if the aggregate principal amount for any series of Notes validly tendered and not validly withdrawn would cause the Aggregate Maximum Tender Amount to be exceeded. Acceptance for tenders of the 2023 Notes and the 2022 Notes may also be subject to proration if the aggregate principal amount of the specified series of Notes validly tendered and not validly withdrawn is greater than the applicable Tender Cap. Furthermore, if the Tender Offers are fully subscribed as of the Early Tender Date, holders who validly tender Notes after the Early Tender Date will not have any of their Notes accepted for purchase and there will be no Final Settlement Date.

The consummation of the Tender Offers is not conditioned upon any minimum amount of Notes being tendered. However, the Tender Offers are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the completion of the Debt Financing.

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The offer is being made solely pursuant to terms and conditions set forth in the Offer to Purchase. Nothing contained herein shall constitute an offer of the debt securities that are the subject of the Debt Financing.

The dealer manager for the Tender Offers is Wells Fargo Securities, LLC (the “Dealer Manager”). Any questions regarding the terms of the Tender Offers should be directed to the Dealer Manager at (toll-free) (866) 309-6316 or (collect) (704) 410-4760. Any questions regarding procedures for tendering Notes 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.

Copies of the Offer to Purchase are available from the Information Agent and Depositary and at the following web address: http://www.gbsc-usa.com/WPX/.

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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