28 Jan 2021listing compliance notice▼ BadMajor
WPX ENERGY, INC. terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
7 Jan 2021business combination● NeutralMajor
On January 7, 2021, the Devon merger closed and WPX became a wholly-owned Devon subsidiary. Each WPX share was converted into 0.5165 Devon shares (cash for fractions), and WPX stock stopped trading on the NYSE before the open that day. WPX also repaid and terminated its credit agreement with Wells Fargo, all WPX directors and officers left their WPX roles, and WPX intends to file a Form 15 to suspend its SEC reporting. This resolves the merger thread; WPX shareholders now hold Devon stock.
7 Jan 2021listing compliance notice● Neutral
On January 7, 2021, the New York Stock Exchange filed a Form 25 notification to remove WPX common stock from listing. This is the formal delisting step following the Devon merger; the filing itself gives no other detail.
7 Jan 2021listing compliance notice● NeutralMajor
WPX ENERGY, INC.'s exchange filed to remove a class of its securities from listing.
22 Dec 2020business combination● Neutral
On December 22, 2020, WPX disclosed that twelve stockholder lawsuits had been filed over the Devon merger (eleven by purported WPX holders, one by a Devon holder). They claim the proxy statement omitted material information, and one putative class action also alleges fiduciary-duty breaches. They seek to block the merger and damages. WPX says the claims are without merit, but voluntarily added disclosures to the proxy, including that a rival 'Company C' had proposed an 80% stock/20% cash deal at an implied $6.20 per WPX share, which the board chose not to pursue in favour of Devon. This continues the Devon merger thread ahead of the December 30 vote.
24 Nov 2020business combination● NeutralMajor
On November 24, 2020, WPX filed the final joint proxy statement/prospectus with Devon for the merger. Special meetings of both companies' shareholders are set for December 30, 2020; WPX holders vote on adopting the merger agreement, which needs a majority of outstanding WPX shares. The WPX board unanimously recommends voting for it, and EnCap-affiliated holders have agreed to vote their WPX shares in favour. The fixed 0.5165 ratio was worth about $4.53 per WPX share at Sept 25 and about $6.59 at Nov 18, so the value moves with Devon's share price. This continues the Devon merger thread.
28 Sept 2020business combination● NeutralMajor
On September 26, 2020, WPX agreed to a 'merger-of-equals' with Devon Energy: each WPX share would convert into 0.5165 Devon shares, and WPX would become a wholly-owned Devon subsidiary. WPX holders would own about 43% of the combined company and Devon holders 57%. The deal needs WPX and Devon shareholder approval, antitrust clearance and other customary conditions; either side can walk away if it has not closed by March 26, 2021, and a $75 million termination fee applies in certain cases. WPX's CEO would become CEO of the combined company, and the board would have 12 members (7 Devon designees, 5 WPX designees). This starts the process that ultimately replaces WPX shares with Devon shares.
17 June 2020material agreement● Neutral
On June 17, 2020, WPX completed the $500 million offering of 5.875% Senior Notes due June 15, 2028, priced at par, with interest paid each June 15 and December 15 starting December 15, 2020. This closes the offering launched on June 3, whose stated purpose was to fund tender offers for its 2022, 2023 and 2024 notes; this filing itself does not report the tender results.
3 June 2020production update▼ BadMajor
On June 3, 2020, WPX launched a $500 million senior notes offering due 2028, with proceeds meant to fund cash tender offers for up to $500 million of its 6.000% 2022, 8.250% 2023 and 5.250% 2024 notes. It also said oil prices fell because of COVID-19 and OPEC+ actions, cut 2020 capital spending to about $900 million to $1.2 billion, shut in about 30,000 barrels a day net in May (now being brought back as prices recovered), and reported liquidity of about $1.4 billion at March 31, 2020. The credit facility borrowing base was affirmed at $2.1 billion in April 2020, and the company said it has hedged much of its 2020 oil production. This partly answers the open question about refinancing the 2022 notes.
6 Mar 2020asset acquisition disposition● NeutralMajor
WPX completed the Felix Energy Holdings II acquisition on March 6, 2020 for $2.5 billion: $900 million cash plus 152,963,671 new shares, subject to customary adjustments. Shareholders approved the share issuance on March 5 (361,554,336 for, 572,633 against, 795,193 abstaining), resolving the pending-deal thread; existing holders are now diluted by the new shares. At closing, Felix Parent gained the right to nominate up to two directors (D. Martin Phillips and Douglas E. Swanson, Jr. were appointed, taking the board to 12), two-thirds of its shares are locked up for 180 days, EnCap accepted standstill limits, and a registration rights agreement lets Felix Parent's shares be resold.
5 Feb 2020business combination● NeutralMajor
WPX filed the final proxy statement for a special meeting on March 5, 2020 (record date Feb 4, 2020) to vote on issuing 152,963,671 shares for the Felix acquisition, with the board unanimously recommending approval. This firms up the preliminary draft from January; the terms ($900 million cash plus the shares, about 27% of voting power) are unchanged.
17 Jan 2020business combination● NeutralMajor
WPX filed a preliminary proxy statement asking shareholders to approve issuing 152,963,671 new shares (about 27% of voting power as of Dec 13, 2019) to Felix Parent as part of the $2.5 billion Felix acquisition ($900 million cash plus stock) signed Dec 15, 2019. The board unanimously recommends a yes vote, and the deal can close only if the share issuance is approved; the meeting date is still blank in this draft.
10 Jan 2020debt financing● NeutralMajor
On January 10, 2020, WPX completed a $900 million offering of 4.500% Senior Notes due January 15, 2030, with the proceeds held in escrow to fund part of the cash portion of the pending Felix acquisition. If the deal does not close by July 15, 2020 or WPX abandons it, the notes must be redeemed at 100% of issue price plus accrued interest. WPX also got a lender waiver so the issuance does not automatically reduce its credit facility borrowing base.
16 Dec 2019capital raising announcement● NeutralMajor
On December 15, 2019, WPX agreed to buy 100% of Felix Energy Holdings II, LLC from Felix Investments Holdings II for $2.5 billion: $900 million in cash plus 152,963,671 new unregistered WPX shares (valued at $1.6 billion at $10.46 per share), both subject to adjustments and escrow holdbacks. Closing needs a WPX shareholder vote approving the share issuance, antitrust clearance and other conditions, with an outside date of July 16, 2020; this would be a large dilution of existing shareholders. Termination fees of $145.5 million (e.g. if the board changes its recommendation) or $45.5 million of expenses (if shareholders vote no) apply, and a registration rights agreement and a stockholders' agreement involving EnCap are planned at closing. The filing text was truncated, so remaining terms are not seen.
24 Sept 2019material agreement● NeutralMajor
On September 24, 2019, WPX completed a $600 million registered offering of 5.250% Senior Notes due October 15, 2027, priced at par, with first interest payment April 15, 2020. The filing does not state what the proceeds will be used for.
23 Apr 2019debt financing▲ Good
On April 22, 2019, WPX made a third amendment to its credit agreement, letting it choose annual rather than semi-annual borrowing base reviews during a collateral trigger period if its net leverage ratio is 3.00x or less and the unused cushion between borrowing base and elected commitments is at least 25%. It also changes the asset-sale threshold that triggers a borrowing base review. This is a technical loosening of terms on the facility amended in April 2018; no new borrowing amounts are stated.
30 July 2018listing compliance notice● NeutralMajor
WPX ENERGY, INC.'s exchange filed to remove a class of its securities from listing.
23 May 2018material agreement● NeutralMajor
On May 23, 2018, WPX completed a $500 million registered offering of 5.750% Senior Notes due June 1, 2026, priced at par, with interest paid semi-annually starting December 1, 2018. The filing does not state what the proceeds will be used for.
20 Apr 2018debt financing▲ GoodMajor
On April 17, 2018, WPX amended its Wells Fargo-led credit agreement (originally March 2016): maturity extended to April 17, 2023 (with a springing maturity of October 15, 2021 tied to the 2022 notes), interest rates lowered, borrowing base raised to $1.8 billion, and elected commitments raised to $1.5 billion. The secured-debt covenant is replaced during a collateral trigger period by a maximum net debt to EBITDAX of 4.25x, and the company gains room to refinance or redeem its existing senior notes, subject to conditions.
30 Mar 2018asset acquisition disposition▲ GoodMajor
On March 28, 2018, WPX completed the sale of its New Mexico oil and gas assets (the Gallup assets) to Enduring Resources IV for $700 million before closing adjustments, resolving the pending sale announced in February. This completes WPX's exit from San Juan Basin operations, though it keeps a performance guarantee on certain midstream obligations the buyer assumed, which the company says it believes is highly unlikely to be called on and not material.
5 Feb 2018material agreement▲ GoodMajor
On January 30, 2018, WPX Energy Production, LLC agreed to sell its San Juan Basin Gallup oil assets in New Mexico to Enduring Resources IV for $700 million in cash, with a $35 million deposit in escrow and closing scheduled for March 28, 2018. The press release says a significant portion of proceeds is slated for debt reduction, the buyer assumes the transportation commitments, and the sale completes WPX's exit from the San Juan Basin, leaving the Delaware (Permian) and Williston basins. Closing is subject to conditions and price adjustments, so it is not yet complete.
22 Aug 2017material agreement● NeutralMajor
On August 22, 2017, WPX completed a $150 million registered add-on offering of its 5.25% Senior Notes due 2024, priced at 98.5% of par, on the same terms as the $500 million issued in September 2014. That brings the series to $650 million in total principal. The filing does not say how the proceeds will be used.
13 Mar 2017asset acquisition disposition▲ GoodMajor
On March 10, 2017, WPX's subsidiary RKI Exploration & Production completed the purchase of oil and gas leases, wells and related equipment and gathering systems in Reeves, Loving, Ward and Winkler Counties, Texas from Panther Energy Company II and CP2 Operating for $775 million in cash, subject to adjustment. The agreement was signed January 12, 2017. This adds to WPX's Texas acreage; the filing does not state which basin or production volumes.
21 July 2016capital raising announcement● NeutralMajor
On July 20, 2016, WPX agreed with some holders of its 6.25% Series A Mandatory Convertible Preferred Stock to convert 2,201,180 preferred shares early into 10,227,872 common shares, plus a cash payment of about $9 million. About 4.8 million preferred shares remain, still due to convert mandatorily in July 2018. The company says this reduces cash dividend payments; existing common shareholders are diluted by the new shares.
8 Apr 2016asset acquisition disposition▲ GoodMajor
On April 8, 2016, WPX completed the sale of WPX Energy Rocky Mountain, LLC (its Piceance Basin subsidiary) to Terra Energy Partners for $910 million, subject to closing adjustments. This closes the pending deal signed February 8, 2016, ahead of the June 30 outside date. The release says the company has options for the proceeds (debt reduction, drilling, Permian gathering, buying out retained transportation obligations) but does not commit to one, and says oil should be about half of future production, up from roughly 20% in 2015. WPX is also no longer party to the Williams Field Services gas gathering agreement from 2011.
22 Mar 2016debt financing● NeutralMajor
On March 18, 2016, WPX replaced its October 2014 revolving credit agreement (last amended July 2015) with a new $1.2 billion senior secured revolver with Wells Fargo as agent, maturing October 28, 2019. The facility is now secured by substantially all of WPX's and its guarantor subsidiaries' assets, including oil and gas properties; the borrowing base is set at $1,025 billion (as printed in the filing, apparently $1.025 billion) and $190 million is drawn. This replaces the earlier unsecured $1.75B facility described in the context, with a lower commitment and added security.
9 Feb 2016material agreement▲ GoodMajor
On February 8, 2016, WPX agreed to sell WPX Energy Rocky Mountain, LLC, which owns its Piceance Basin operations in Colorado, to Terra Energy Partners for $910 million, subject to adjustments. Terra puts $91 million in escrow as a deposit. The buyer also takes on about $175 million of transportation and gathering commitments, and about $95 million of hedges are transferred to the subsidiary. The sale is subject to antitrust clearance and other conditions, and either side can terminate if it has not closed by June 30, 2016. This continues the divestiture program targeted in the RKI closing press release, and the company's press release calls it a move to a Permian focus. That is the company's own characterisation.
17 Aug 2015asset acquisition disposition▲ GoodMajor
WPX closed the RKI acquisition on August 17, 2015, completing the deal announced on July 13. Each RKI unit converted into 6.02382876 unregistered WPX shares, $151.4969094 in cash, and one share of NewWoods Holdings, LLC, plus any escrow payouts. Holders who were not accredited investors got $365.21633 in cash per unit instead. The press release describes the Permian Delaware Basin assets as roughly 22,000 boe/d of production and about 92,000 net acres. It also describes a target of $800 million to $1 billion of divestitures by year-end 2016. The new shares dilute existing holders. The 40,000,000 share figure is from the merger terms, not this filing. Pro forma financials are to follow by amendment.
6 Aug 2015material agreement▲ Good
On July 31, 2015, WPX raised the total commitments under its revolving credit agreement (dated Oct 28, 2014, Wells Fargo as administrative agent) from $1.5 billion to $1.75 billion. It used $250 million of the $300 million increase it was entitled to request. The filing does not say what the extra capacity is for. (Inference: the timing, between the RKI signing and closing, may be related, but the filing does not say so.)
28 July 2015listing compliance notice▲ GoodMajor
the New York Stock Exchange certified WPX ENERGY, INC.'s securities for listing, clearing them to begin trading.