WPX ENERGY, INC.: announcements explained, share price

Announcements, explained

Each one in plain English, with the numbers worked through for a shareholder.

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.

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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.

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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.

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