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
PrincipalAmount of Notes
Title ofNotes
CUSIP/ISINNumbers
AggregatePrincipalAmountOutstanding(2)
Tender Cap
AcceptancePriorityLevel
Tender
OfferConsideration(3)
Early TenderPremium
TotalConsideration(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tendered (and not validly withdrawn) at or prior to 5:00 p.m., New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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170808005760/en/
WPX Energy, Inc.Media Contact:Kelly Swan,
539-573-4944orInvestor Contact:David Sullivan,
539-573-9360
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