The terms and conditions of the Tender Offers are described in an Offer
to Purchase, dated
The following table sets forth certain terms of the Tender Offers:
|Dollars per $1,000 Principal|
|Amount of Notes|
|Title of||CUSIP Numbers /||Amount||Priority||Tender Offer||Early Tender||Consideration|
|(1)||As of the date of the Offer to Purchase.|
|(2)||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.|
|(3)||Includes the Early Tender Premium.|
The Tender Offers will expire at midnight,
Holders of Notes that are validly tendered (and not validly withdrawn)
at or prior to
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Tendered Notes may be withdrawn at or prior to
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 Cap 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 2 being
the lowest Acceptance Priority Level, and provided further 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
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 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 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 company reserves the right, but is under no obligation, to increase the Aggregate Maximum Tender Amount and/or the Tender Cap at any time, subject to compliance with applicable law, which could result in the company purchasing a greater aggregate principal amount of Notes in the Offers. There can be no assurance that the company will increase the Aggregate Maximum Tender Amount or the Tender Cap. If the company increases the Aggregate Maximum Tender Amount and/or the Tender Cap, it does not expect to extend the Withdrawal Date, subject to applicable law. Accordingly, Holders should not tender Notes that they do not wish to have purchased in the Offers.
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 subject of the Debt Financing.
The dealer managers for the Tender Offers are
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/.
WPX is an independent energy producer with core positions in the Permian
and Williston basins. WPX’s production is approximately 80 percent
oil/liquids and 20 percent natural gas. The company also has an emerging
infrastructure portfolio in the
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
WPX Energy, Inc.
Kelly Swan, 539-573-4944
David Sullivan, 539-573-9360