WPX Energy (NYSE: WPX) announced today the early results of its previously announced cash tender offers (the "Tender Offers") to purchase up to $500 million aggregate purchase price (the "Aggregate Maximum Purchase Amount") of its outstanding 8.25 percent Senior Notes due 2023 (the "2023 Notes"), 6.000 percent Senior Notes due 2022 (the "2022 Notes") and 5.25 percent Senior Notes due 2024 (the "2024 Notes," and together with the 2023 Notes and the 2022 Notes, the "Notes") and the related solicitations of consents (the "Consent Solicitations") from holders of 2023 Notes and 2022 Notes.
In addition, WPX announced today that it has amended the terms and conditions of the Tender Offers to extend the deadline for receiving the applicable early tender premium with respect to each series of Notes as specified in the table below (the "Early Tender Premium") through the expiration date on midnight, New York City time, at the end of June 30, 2020, unless extended or earlier terminated by WPX (the "Expiration Date"). Accordingly, holders who validly tender Notes following the Early Tender Date (as defined below) and at or prior to the Expiration Date will now receive the applicable total consideration set forth in the table below (which includes the applicable Early Tender Premium) for such Notes accepted for purchase. Furthermore, WPX announced that it is increasing the maximum amount of 2024 Notes that it will accept for purchase from an aggregate purchase price of $50 million of 2024 Notes to an aggregate purchase price of $100 million of 2024 Notes (the "2024 Notes Tender Cap"). Subject to these amendments to the Tender Offers, the Tender Offers and Consent Solicitations are being made upon and are subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated June 3, 2020 (the "Offer to Purchase and Consent Solicitation Statement").
According to information received from Global Bondholder Services Corporation, the Depositary and Information Agent for the Tender Offers, as of 5:00 p.m., New York City time, on June 16, 2020 (that date and time, the "Early Tender Date"), the aggregate principal amounts of each series of Notes that were validly tendered and not properly withdrawn at or prior to the Early Tender Date are set forth in the table below.
Dollars per $1,000 Principal
Amount of Notes
Title of Notes
CUSIP Number(s) / ISIN
Aggregate Principal Amount Outstanding(1)
Aggregate Principal Amount Tendered
2024 Notes Tender Cap(2)
Tender Offer Consideration(3)
Early Tender Premium
8.25% Senior Notes due 2023
6.000% Senior Notes due 2022
5.25% Senior Notes due 2024
(1) As of the date of the Offer to Purchase.
(2) As amended.
(3) Per $1,000 principal amount of Notes validly tendered and accepted for purchase.
(4) Includes the Early Tender Premium.
WPX has elected not to have an Early Settlement Date (as defined in the Offer to Purchase and Consent Solicitation Statement). Accordingly, no Notes will be accepted for purchase until the Final Settlement Date, which is expected to occur on the second business day following the Expiration Date, assuming the conditions to the Tender Offers and, to the extent applicable, the Consent Solicitations have been either satisfied or waived by WPX at or prior to the Expiration Date. The withdrawal deadline of 5:00 p.m., New York City time, on June 16, 2020 has passed and, accordingly, Notes validly tendered and related consents validly delivered may no longer be withdrawn or revoked except where additional withdrawal or revocation rights are required by law.
As of the Early Tender Date, WPX has not yet received consents from Holders of a majority of the outstanding aggregate principal amount of its 2023 Notes or 2022 Notes (the "Requisite Consents") to approve the proposed amendments to the applicable indentures in respect of such notes as described in the Offer to Purchase and Consent Solicitation Statement. WPX will continue to accept tenders of 2023 Notes and 2022 Notes (and the delivery of the related consents) submitted and not validly withdrawn at or prior to the Expiration Date upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement. WPX intends to execute a supplemental indenture to the applicable indenture in respect of the 2023 Notes and/or the 2022 Notes if the Requisite Consents for such series of Notes are received, and it is expected that any such supplemental indenture will be entered into promptly following the receipt of the applicable Requisite Consents.
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 and Consent Solicitations were made solely pursuant to terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement.
The lead dealer manager for the Tender Offers and lead solicitation agent for the Consent Solicitations is Wells Fargo Securities, LLC (the "Lead Dealer Manager"), and the co-dealer manager for the Tender Offers and co-solicitation agent for the Consent Solicitations is MUFG Securities Americas Inc. (the "Co-Dealer Manager, and together with the Lead Dealer Manager, the "Dealer Managers"). Any questions regarding the terms of the Tender Offers and Consent Solicitations should be directed to the Dealer Managers at Wells Fargo Securities, LLC at (toll-free) 866-309-6316 or (collect) 704-410-4756 or MUFG Securities Americas Inc. at (toll-free) 877-744-4532. Requests for documentation regarding the Tender Offers and Consent Solicitations 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 and Consent Solicitation are available from the Information Agent 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 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 Energy on its website or otherwise. WPX Energy 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, available from us at WPX Energy, Attn: Investor Relations, P.O. Box 21810, Tulsa, Okla., 74102, or from the SEC’s website at www.sec.gov.
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