WPX Energy extends early tender premium, lifts cap for 2024 notes

By Sarah Lizee

Olympia, Wash., June 17 – WPX Energy, Inc. announced the early results of its cash tender offers to purchase up to $500 million aggregate purchase price of its outstanding $405,547,000 8¼% senior notes due 2023 (Cusip: 98212BAG8), $73,199,000 6% senior notes due 2022 (Cusips: 98212BAD5, 98212BAB9) and $647.23 million 5¼% senior notes due 2024 (Cusip: 98212BAE3).

By 5 p.m. ET on June 16, holders had tendered $142,848,000 of the 8¼% notes, $29,781,000 of the 6% notes and $254,711,000 of the 5¼% notes, according to a press release.

The company also said that it has extended the applicable early tender premium for each series through the expiration date, midnight ET at the end of June 30. Previously, holders were only eligible to receive the early tender premium if they tendered their notes at or prior to 5 p.m. ET on June 16.

In addition, the company increased the tender cap for the 2024 notes to an aggregate purchase price of $100 million from $50 million previously.

The company said it has elected not to have an early settlement date. No notes will be accepted for purchase until the final settlement date.

WPX also announced that by the early tender date it had not yet received consents from holders of a majority of the 2023 or 2022 notes to approve proposed amendments to the notes.

As previously reported, the 2023 notes have acceptance priority level 1, the 2022 notes acceptance priority level 2 and the 2024 notes acceptance priority level 3.

The company is offering a total consideration per $1,000 principal amount of $1,120 for the 2023 notes, $1,025 for the 2022 notes and $1,008.75 for the 2024 notes.

The total consideration includes the early tender premium of $50 per $1,000 of notes tendered and accepted for purchase.

The company will also pay accrued interest to but excluding the applicable settlement date.

Under the consent bid, the proposed amendments would, among other things, eliminate substantially all of the restrictive covenants and some events of default under the indentures and reduce the minimum notice period required for redemptions of the applicable series of notes to three business days from 30 days.

Holders tendering 2023 notes or 2022 notes must also deliver consents under the related consent solicitation. Consents may not be delivered separately and must be delivered with the tender of 2023 or 2022 notes, as applicable.

Tenders may no longer be withdrawn.

If the aggregate purchase price is exceeded, notes may be subject to proration. If the offers are fully subscribed by the early tender date, notes tendered after the early deadline will not be accepted for purchase.

The tender offers are not conditioned on the tender of any minimum amount of notes. However, the offers are subject to a financing condition.

WPX intends to use proceeds from an offering of new notes and, if necessary, any other sources of available funds, including borrowings under its senior secured credit facility, to fund the tender offer.

Wells Fargo Securities, LLC at (866 309-6316 or 704-410-4756) and MUFG Securities Americas Inc. (877 744-4532) are dealer managers and solicitation agents for the tender offers and consent solicitations.

Global Bondholder Services Corp. (866 794-2200 or, for banks and brokers, 212 430-3774) is the information agent.

WPX is a Tulsa, Okla.-based independent energy producer with core acreage positions in the Permian and Williston basins.

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