UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 17, 2020
WPX Energy, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 1-35322 | | 45-1836028 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
| 3500 One Williams Center, Tulsa, Oklahoma | | 74172-0172 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (855) 979-2012
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange
on which registered |
| Common stock, $0.01 par value | | WPX | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 8.01 Other Events.
On June 3, 2020, WPX Energy, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, as representative of the several underwriters named therein, with respect to the offering and sale in an underwritten public offering (the “Offering”) by the Company of $500,000,000 aggregate principal amount of its 5.875% Senior Notes due 2028 (the “Notes”). The Underwriting Agreement is filed as Exhibit 1.1 hereto.
The Offering is expected to close on June 17, 2020. The Company intends to use the net proceeds from the Offering to fund the Company’s previously announced cash tender offers for its outstanding 6.000% Senior Notes due 2022, 8.250% Senior Notes due 2023 and 5.250% Senior Notes due 2024. Any excess net proceeds from the Offering will be used for general corporate purposes, which may include the repayment or redemption of outstanding indebtedness. The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-221301) (the “Registration Statement”). A legal opinion of Gibson, Dunn & Crutcher LLP relating to the Registration Statement is filed herewith as Exhibit 5.1.
ITEM 9.01 Financial Statements and Exhibits.
Exhibit No. | | Description |
| | |
| 1.1 | | Underwriting Agreement, dated June 3, 2020, by and between WPX Energy, Inc. and Wells Fargo Securities, LLC as representative of the several underwriters. |
| | | |
| 4.1 | | Form of Sixth Supplemental Indenture, to be dated as of June 17, 2020, between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. |
| | | |
| 4.2 | | Form of 5.875% Senior Note due 2028 (included in Exhibit 4.1). |
| | | |
| 5.1 | | Opinion of Gibson, Dunn & Crutcher LLP. |
| | |
| 23.1 | | Consent of Gibson, Dunn & Crutcher LLP (included in its opinion filed as Exhibit 5.1). |
| | | |
| 104 | | Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| | WPX Energy, Inc. |
| | | |
| | By: | /s/ Stephen E. Brilz |
| | | Stephen E. Brilz |
| | | Vice President and Corporate Secretary |
June 17, 2020
