Past year: ▼ 21%(3.05 – 11.95 USD)
Each one in plain English, with the numbers worked through for a shareholder.
17 July 2015capital raising announcement● Neutral
This amendment repeats the July 14 8-K on the RKI merger. Per its explanatory note, it was filed to add the Item 3.02 disclosure on unregistered share issuance. The Item 3.02 text is cut off in the material shown, so no new figures can be stated. The RKI deal terms are unchanged.
14 July 2015business combination● NeutralMajor
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.
14 July 2015business combination● NeutralMajor
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.
29 Jan 2015business combination▲ GoodMajor
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.
3 Nov 2014debt financing▲ GoodMajor
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.
7 Oct 2014business combination▲ GoodMajor
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.
8 Sept 2014material agreement● NeutralMajor
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.
18 Dec 2013material agreement● NeutralMajor
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.
18 May 2012business combination● Neutral
WPX filed Amendment No. 1 to its S-4 for the exchange of its $400 million 5.250% notes due 2017 and $1.1 billion 6.000% notes due 2022 for registered notes. The offer terms are unchanged from the April filing, and the amendment appears to update the prospectus (the cover references the quarter ended March 31, 2012), with the offer expiration date still blank. It continues the exchange offer and carries no new financing.
24 Apr 2012business combination● Neutral
WPX filed a registration statement to swap its privately issued notes for identical SEC-registered ones: $400 million of 5.250% Senior Notes due 2017 and $1.1 billion of 6.000% Senior Notes due 2022, originally issued November 14, 2011. The terms are substantially the same apart from the removal of transfer restrictions and registration rights, so this adds no new debt. It fulfils a registration rights agreement made when the notes were issued, and the filing does not say the offer has started.
6 Jan 2012business combination● NeutralMajor
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.
2 Dec 2011listing compliance notice▲ GoodMajor
the New York Stock Exchange certified WPX ENERGY, INC.'s securities for listing, clearing them to begin trading.
1 Dec 2011listing compliance notice▼ Bad
WPX ENERGY, INC. withdrew a registration statement, abandoning the offering it covered.
