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WPX ENERGY, INC.

US:WPXPUS:WPX
No current share price held for this company.

Past year: ▼ 21%(3.05 – 11.95 USD)

Market cap
—
Shares on issue
—
Story beats
34 since 2011
Last event
28 Jan 2021

History

Spun off from Williams in 2011, WPX Energy sold its Argentine, Piceance and San Juan assets, bought into the Permian, and merged into Devon Energy in January 2021.

2011-2014: Independence from Williams

WPX Energy became an independent company when The Williams Companies distributed all of its WPX shares to its own stockholders on December 31, 2011. The New York Stock Exchange had cleared the shares for trading in early December. A new nine-name board took over, two directors (Alan S. Armstrong and Donald R. Chappel) resigned from it, and agreements with Williams covered employee matters, taxes and temporary transition services.

The record for 2012 and most of 2013 is quiet. In December 2013, WPX agreed with shareholder Taconic Capital Advisors to add a twelfth board seat for a Taconic candidate, who would sit on a new committee searching for an outside chief executive. In return Taconic accepted limits on contesting board elections. The filing does not say why the search was under way.

In late 2014 the company reshaped its finances and portfolio. In September it sold $500 million of 5.25% senior notes due 2024. In October it agreed to sell its roughly 69% stake in Apco Oil and Gas International, along with other Argentine interests, to Pluspetrol. In November it replaced its bank credit agreement with a new $1.5 billion unsecured revolving facility running to October 2019.

2015-2016: Buying the Permian, selling the rest

The Pluspetrol sale closed on January 29, 2015 at $14.50 per Apco share, bringing in about $294 million and leaving WPX focused on US oil and gas. Those holdings had been 6% of third-quarter 2014 production.

In July 2015 WPX agreed to buy RKI Exploration & Production, with Delaware Basin assets in the Permian of roughly 22,000 barrels of oil equivalent a day and about 92,000 net acres. The deal was worth about $2.75 billion before adjustments and was paid partly in 40,000,000 new WPX shares, plus cash. It closed on August 17, 2015. The company set a target of $800 million to $1 billion of asset sales by the end of 2016. Shares on issue rose from about 203 million at the end of 2014 to about 275 million a year later; the 40,000,000 RKI shares account for only part of that rise.

The sales began quickly. In April 2016 WPX completed the sale of its Piceance Basin business in Colorado to Terra Energy Partners for $910 million. In March it had swapped its credit facility for a $1.2 billion secured revolver. In July it agreed with some holders of its 6.25% mandatory convertible preferred stock to convert 2,201,180 preferred shares early into 10,227,872 common shares plus about $9 million in cash, which it said reduced dividend payments but diluted common holders.

2017-2019: Focusing on two basins

In March 2017 WPX paid $775 million in cash for oil and gas leases, wells and gathering systems in four Texas counties from Panther Energy Company II and CP2 Operating. In August it added $150 million to its 5.25% 2024 notes, bringing that series to $650 million.

In March 2018 it completed the $700 million sale of its Gallup oil assets in New Mexico to Enduring Resources IV, completing its exit from the San Juan Basin and leaving the Delaware and Williston basins. It kept a guarantee on certain midstream obligations that it believed was highly unlikely to be called on. In April 2018 it amended its credit agreement, extending maturity to 2023 and raising the borrowing base to $1.8 billion. In May it sold $500 million of 5.750% notes due 2026, and in September 2019 it sold $600 million of 5.250% notes due 2027. Shares on issue stood at about 417 million at the end of 2019.

2020-2021: Felix and the Devon merger

In December 2019 WPX agreed to buy Felix Energy Holdings II for $2.5 billion: $900 million in cash plus 152,963,671 new shares. In January 2020 it raised $900 million of 4.500% notes due 2030, held in escrow to help fund the cash portion. Shareholders approved the share issue on March 5, 2020, and the deal closed on March 6. Two Felix nominees joined the board. Share count rose to about 561 million by year-end.

In June 2020, after oil prices fell, WPX cut its 2020 spending plan to about $900 million to $1.2 billion and shut in about 30,000 barrels a day in May. It launched a $500 million notes offering to fund tender offers for some older notes.

On September 26, 2020 WPX agreed to a merger with Devon Energy, with each WPX share converting into 0.5165 Devon shares and WPX holders to own about 43% of the combined company. Both companies' shareholders were due to vote on December 30, 2020. The merger closed on January 7, 2021. WPX became a wholly owned Devon subsidiary, its stock was delisted from the NYSE, its credit agreement was repaid and ended, and its directors and officers left their roles. On January 28, 2021 it ended the registration of a class of its securities, ending its reporting obligation for them. The outcome of twelve stockholder lawsuits over the merger and the fate of its senior notes were not stated in the filings.

Written from the 34 story beats below (2011 to 28 Jan 2021), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

2021561m shares · US$5.29bn market cap

  1. 28 Jan

    WPX ENERGY, INC. terminated the registration of a class of securities, ending its reporting obligation for them.

    listing compliance notice

    561m shUS$5.29bn
  2. 7 Jan

    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.

    business combination

    561m shUS$4.57bn
  3. 7 Jan

    WPX ENERGY, INC.'s exchange filed to remove a class of its securities from listing.

    listing compliance notice

    561m shUS$4.57bn

2020561m shares · US$2.59bn market cap

  1. 24 Nov

    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.

    business combination

    561m shUS$2.59bn
  2. 28 Sept

    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.

    business combination

    561m shUS$3.12bn
  3. 3 June

    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.

    production update

    417m shUS$2.36bn
  4. 6 Mar

    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.

    asset acquisition disposition

    417m shUS$3.89bn
  5. 5 Feb

    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.

    business combination

    417m shUS$4.98bn
  6. 17 Jan

    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.

    business combination

    417m shUS$5.73bn
  7. 10 Jan

    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.

    debt financing

    417m shUS$5.73bn

2019417m shares · US$4.10bn market cap

  1. 16 Dec

    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.

    capital raising announcement

    417m shUS$4.10bn
  2. 24 Sept

    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.

    material agreement

    422m shUS$4.54bn

2018400m shares · US$7.21bn market cap

  1. 30 July

    WPX ENERGY, INC.'s exchange filed to remove a class of its securities from listing.

    listing compliance notice

    400m shUS$7.21bn
  2. 23 May

    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.

    material agreement

    400m shUS$6.83bn
  3. 20 Apr

    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.

    debt financing

    398m shUS$5.88bn
  4. 30 Mar

    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.

    asset acquisition disposition

    398m shUS$5.88bn
  5. 5 Feb

    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.

    material agreement

    398m shUS$5.86bn

2017398m shares · US$4.29bn market cap

  1. 22 Aug

    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.

    material agreement

    398m shUS$4.29bn
  2. 13 Mar

    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.

    asset acquisition disposition

    344m shUS$4.44bn

2016277m shares · US$2.58bn market cap

  1. 21 July

    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.

    capital raising announcement

    277m shUS$2.58bn
  2. 8 Apr

    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.

    asset acquisition disposition

    275m shUS$1.92bn
  3. 22 Mar

    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.

    debt financing

    275m shUS$1.13bn
  4. 9 Feb

    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.

    material agreement

    275m shUS$1.49bn

2015235m shares · US$2.05bn market cap

  1. 17 Aug

    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.

    asset acquisition disposition

    235m shUS$2.05bn
  2. 28 July

    the New York Stock Exchange certified WPX ENERGY, INC.'s securities for listing, clearing them to begin trading.

    listing compliance notice

    205m shUS$2.51bn
  3. 14 July

    This is the full 8-K for the RKI deal first flagged on July 14. WPX agreed on July 13, 2015 to buy RKI Exploration & Production through a merger. RKI holders get 40,000,000 unregistered WPX shares (valued at $11.729 each) plus cash, so the total is set around $2.75 billion before adjustments. They also get either cash or interests in a new subsidiary holding certain Powder River Basin assets, depending on whether those assets are sold first. $137.5 million is held in escrow. The deal needs antitrust clearance and other conditions, and either side can walk away if it has not closed by Nov 30, 2015. A $82.5 million fee applies in some cases, including if WPX fails to obtain financing. WPX also has a commitment letter with Barclays for a bridge facility; its size is cut off in the text shown. This resolves the earlier gap on price and terms.

    business combination

    205m shUS$2.51bn
  4. 14 July

    WPX disclosed that on July 13, 2015 it agreed to acquire RKI Exploration & Production, LLC through a merger, with RKI becoming a wholly owned subsidiary. The filing itself only supplies RKI's financial statements, pro forma combined figures and reserve reports; it states no price or terms in the text shown. RKI's audited 2014 figures show revenue of about $727 million and net income of about $170 million, including a $129.6 million gain on asset sales. The pro forma statements also reflect RKI's probable asset sales and related financing offerings.

    business combination

    205m shUS$2.51bn
  5. 29 Jan

    The Pluspetrol takeover of Apco closed on January 29, 2015 at $14.50 per share, completing the sale announced in October 2014. WPX says it receives about $294 million and is now solely focused on domestic oil and gas operations. The press release says these international holdings were 6% of third-quarter 2014 production from continuing operations and 3% of 2013 year-end proved reserves.

    business combination

    203m shUS$2.37bn

2014203m shares · US$3.88bn market cap

  1. 3 Nov

    WPX replaced its June 2011 credit agreement (which would have matured November 1, 2016) with a new $1.5 billion unsecured revolving credit facility from Citibank and other lenders, maturing October 28, 2019. It can be increased by up to $300 million and includes debt-to-earnings and debt-to-capital limits. This extends the borrowing line by about three years and continues the company's existing bank facility.

    debt financing

    203m shUS$3.88bn
  2. 7 Oct

    Apco Oil and Gas International, in which WPX holds about 69%, agreed to be bought by Pluspetrol for $14.50 per share in cash. WPX also accepted an offer to sell its stakes in Northwest Argentina and Apco Argentina (a 5% interest) to Pluspetrol, and the press release says WPX expects about $294 million for its international interests if the deal closes. The deal needs two-thirds of Apco shareholders, and either side can terminate if it has not closed by July 2, 2015. WPX says the Northwest and Apco Argentina interests are not material to it.

    business combination

    203m shUS$4.88bn
  3. 8 Sept

    WPX completed a $500 million offering of 5.25% senior unsecured notes due September 15, 2024, priced at par, with underwriters led by Wells Fargo, Citigroup and RBS. Interest is paid each March 15 and September 15 starting March 15, 2015. This adds a new debt layer alongside the 2017 and 2022 notes; the filing does not state what the proceeds will be used for.

    material agreement

    203m shUS$5.40bn

2013201m shares · US$3.73bn market cap

  1. 18 Dec

    WPX signed an agreement with shareholder Taconic Capital Advisors on December 17, 2013. The board will grow from eleven to twelve seats by January 10, 2014, with one of two Taconic candidates (Karl F. Kurz or Scott A. Griffiths) appointed as a Class I director who will sit on a new committee searching for a new CEO from outside the company. In return Taconic accepts standstill limits on proxy solicitation, generally expiring 60 days before the 2015 nomination deadline, and will vote for the board's nominees, Ernst & Young as auditor and executive pay at the 2014 annual meeting. Separately, director Don J. Gunther will not stand for reelection in 2014 under the retirement guidelines. The filing does not say why a CEO search is under way.

    material agreement

    201m shUS$3.73bn

2012

  1. 6 Jan

    WPX Energy was legally separated from The Williams Companies under a Separation and Distribution Agreement dated December 30, 2011. On the December 31, 2011 Distribution Date, Williams distributed all WPX shares to its own stockholders pro rata, so WPX became an independent company. The filing also covers the new board (Bowers, Carrig, Granberry, Gunther, Herdman, Hill, Lentz, Lorch, Work, with Lorch chairing the Nominating and Governance Committee), the resignations of Alan S. Armstrong and Donald R. Chappel from the board, and the 2011 Incentive Plan and Employee Stock Purchase Plan. It also sets non-employee director pay at a $75,000 annual cash retainer plus a $185,000 annual restricted-stock grant, and names Guderian (Senior VP of Operations, $355,000 salary), Sailor (CFO, $370,000 salary) and Vann (Chief Accounting Officer) as executive officers effective January 1, 2012. Ancillary agreements with Williams cover employee matters, taxes and temporary transition services.

    business combination

2011

  1. 2 Dec

    the New York Stock Exchange certified WPX ENERGY, INC.'s securities for listing, clearing them to begin trading.

    listing compliance notice