WPX Energy (NYSE: WPX) announced today that it has commenced
cash tender offers (the “Tender Offers”) to purchase up to
$500,000,000 aggregate principal amount (as it may be increased by
WPX, the “Aggregate Maximum Tender Amount”) of its outstanding
7.500 percent Senior Notes due 2020, 6.000 percent Senior Notes due
2022 and 8.250 percent Senior Notes due 2023 (collectively, the
“Notes”).
The terms and conditions of the Tender Offers are described in
an Offer to Purchase, dated April 3, 2018 (the “Offer to
Purchase”). WPX intends to fund the Tender Offers with the net
proceeds of the company’s recent sale of its remaining operations
in the San Juan Basin in the State of New Mexico and, if necessary,
any other sources of available funds, which may include borrowings
under its revolving credit facility or proceeds from a senior
unsecured note offering.
The following table sets forth certain terms of the Tender
Offers:
Dollars per $1,000 Principal
Amount of Notes
Title ofNotes
CUSIP Numbers /ISIN
AggregatePrincipalAmount
Outstanding(1)
Tender Cap
AcceptancePriorityLevel
Tender Offer
Consideration(2)
Early TenderPremium
TotalConsideration
(2)(3)
7.500%Senior Notesdue
2020
98212BAF0US98212BAF04
$350,000,000 N/A 1
$1,042.50 $50.00 $1,092.50
6.000%Senior Notesdue
2022
98212BAD598212BAB9US98212BAD55US98212BAB99U46031AB3
$1,100,000,000 N/A 2 $1,002.50 $50.00 $1,052.50
8.250%Senior Notesdue
2023
98212BAG8US98212BAG86
$500,000,000 $50,000,000 3 $1,080.00 $50.00 $1,130.00
________________________________ (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, New York City time,
at the end of April 30, 2018, 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withdrawn) at or prior to 5:00 p.m., New York City time, on April
16, 2018 (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 at or prior to 5:00 p.m., New
York City time, on April 16, 2018, 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 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 3 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 $50,000,000
aggregate principal amount of the 2023 Notes will be purchased in
the Tender Offers (as it may be increased by WPX, the “Tender
Cap”).
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.
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.
The dealer managers for the Tender Offers are Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Citigroup Global
Markets Inc. (the “Dealer Managers”). Any questions regarding the
terms of the Tender Offers should be directed to the Dealer
Managers, Merrill Lynch, Pierce, Fenner & Smith Incorporated at
(toll-free) 888-292-0070 or (collect) 980-388-3646, and Citigroup
Global Markets Inc. at (toll-free) 800-558-3745 or (collect)
212-723-6106. 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)
794-2200 (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 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 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: https://www.businesswire.com/news/home/20180403006370/en/
WPX Energy, Inc.Media Contact:Kelly Swan,
539-573-4944orInvestor Contact:David Sullivan,
539-573-9360
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