WPX Energy, Inc. - Feltl And Company

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424B5Table of ContentsFiled Pursuant to Rule 424(b)5File No. 333-198523The information in this prospectus supplement is not complete and may be changed. This prospectus supplement and theaccompanying prospectus are part of an effective registration statement filed with the Securities and ExchangeCommission. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and weare not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.Subject to Completion, dated July 14, 2015PROSPECTUS SUPPLEMENT(To Prospectus dated July 14, 2015)27,000,000 SharesWPX Energy, Inc.Common StockWe are offering 27,000,000 shares of our common stock.Our common stock is listed on the New York Stock Exchange under the symbol “WPX.” On July 10, 2015, the last reported sale pricefor our common stock on the New York Stock Exchange (the “NYSE”) was 11.22 per share.We intend to use the net proceeds of this offering, the net proceeds from our concurrent senior note and mandatory convertiblepreferred stock offerings (together, the “Concurrent Offerings”), cash on hand and borrowings under our revolving credit facility, tofinance the acquisition of RKI Exploration & Production, LLC (“RKI”), including the repayment of certain debt of RKI as described inthis prospectus supplement, and to pay related fees and expenses. This offering is not contingent on the consummation of theAcquisition (as defined herein) or the Concurrent Offerings. If the Acquisition is not consummated, we would use the net proceedsfrom this offering for working capital needs or general corporate purposes (including the repayment of indebtedness and otheracquisitions). Accordingly, if you decide to purchase common stock in this offering, you should be willing to do so whether or not wecomplete the Acquisition or the Concurrent Offerings.Investing in our common stock involves risks. See “Risk Factors” beginning on page S-22 of this prospectussupplement.Public offering priceUnderwriting discountProceeds, before expenses, to WPX Energy, Inc.Per share Total We have granted the underwriters an option to purchase, exercisable within 30 days from the date of this prospectus supplement, upto an additional 4,050,000 shares of our common stock at the public offering price, less the underwriting discount.Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense.The underwriters expect to deliver the shares of our common stock to investors on or about                     , 2015.Joint Book-Running ManagersCFd87810d424b5.htm[07/15/2015 9:10:43 AM]

424B5BarclaysTudor, Pickering, Holt & Co.Prospectus Supplement dated                     , 2015.CFd87810d424b5.htm[07/15/2015 9:10:43 AM]

424B5Table of ContentsIn making your investment decision, you should rely only on the information included or incorporated by reference in this prospectussupplement and the accompanying base prospectus or to which this prospectus supplement refers or that is contained in any free writingprospectus relating to the common stock. We and the underwriters have not authorized anyone to provide you with any other information.If you receive any other information, you should not rely on it.We and the underwriters are offering to sell the common stock only in places where offers and sales are permitted.Table of ContentsProspectus SupplementInformation About This Prospectus SupplementCautionary Note Regarding Forward-Looking StatementsNon-GAAP Financial MeasuresGlossary of Oil and Gas TermsSummaryRisk FactorsUse of ProceedsCapitalizationUnaudited Pro Forma Condensed Combined Financial InformationDividend Policy and Market for Common StockMaterial U.S. Federal Tax Considerations for Non-U.S. HoldersUnderwritingLegal MattersExpertsWhere You Can Find Additional Information; Incorporation of Certain Documents by 40S-41S-44S-49S-49S-50ProspectusAbout This ProspectusRisk FactorsProspectus SummaryCautionary Note Regarding Forward-Looking StatementsUse of ProceedsRatio of Earnings to Fixed ChargesDescription of Capital StockDescription of Debt SecuritiesCertain ERISA ConsiderationsPlan of DistributionLegal MattersExpertsWhere You Can Find Additional Information; Incorporation of Certain Documents by ReferenceS-iCFd87810d424b5.htm[07/15/2015 9:10:43 AM]1234667122123232324

424B5Table of ContentsINFORMATION ABOUT THIS PROSPECTUS SUPPLEMENTThis prospectus supplement is part of a registration statement on Form S-3 that we filed with the SEC as a “well-known seasoned issuer” asdefined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. By using a shelf registration statement, we may sell, at anytime and from time to time, in one or more offerings, any combination of the securities described in this prospectus supplement and theaccompanying base prospectus. As allowed by the SEC rules, this prospectus supplement does not contain all of the information included in theregistration statement. For further information, we refer you to the registration statement, including its exhibits, as well as the accompanying baseprospectus, any documents incorporated by reference herein or therein and any applicable free writing prospectus. Statements contained in thisprospectus supplement and the accompanying base prospectus about the provisions or contents of any agreement or other document are notnecessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement,please see that agreement or document for a complete description of the related matters.You should rely only on the information provided in this prospectus supplement, the accompanying base prospectus, together with anyinformation incorporated by reference, and any free writing prospectus. We have not authorized any person to provide you with any additional ordifferent information. If given or made, any such other information or representation should not be relied upon as having been authorized by us. Weare not making an offer to sell our securities in any jurisdiction where an offer or sale is not permitted.You should also read and carefully consider the information in the documents we have referred you to in “Where You Can Find AdditionalInformation; Incorporation of Certain Documents by Reference” below. Information incorporated by reference after the date of this prospectussupplement is considered a part of this prospectus supplement and may add, update or change information contained in this prospectus supplement.The information in this prospectus supplement, the accompanying base prospectus or any document incorporated by reference herein or therein isaccurate only as of the date contained on the cover of such documents. Neither the delivery of this prospectus supplement, nor any accompanyingbase prospectus, nor any sale made under this prospectus supplement and any accompanying base prospectus will, under any circumstances, implythat the information in this prospectus supplement or any accompanying base prospectus is correct as of any date after this prospectus supplementor any accompanying base prospectus. Any information in such subsequent filings that is inconsistent with this prospectus supplement or anyaccompanying base prospectus (or any document previously incorporated by reference herein or therein) will supersede the information in thisprospectus supplement or such accompanying base prospectus (or such document previously incorporated by reference herein or therein).In this prospectus supplement, except as otherwise indicated or as the context otherwise requires, “WPX,” “we,” “our,” “our company” and“us” refer to WPX Energy, Inc., a Delaware corporation, and all of its subsidiaries and do not include RKI and its subsidiaries.Unless we specifically state otherwise, the information in this prospectus supplement and the accompanying prospectus, including thedocuments incorporated by reference herein and therein, assumes the completion of the Concurrent Offerings, and that the underwriters for thisoffering and the Mandatory Convertible Offering do not exercise their options to purchase additional shares of common stock or mandatoryconvertible preferred stock. In addition, unless we specifically state otherwise, the information in this prospectus supplement and the accompanyingprospectus, including the documents incorporated by reference herein and therein, does not give effect to the Acquisition.S-iiCFd87810d424b5.htm[07/15/2015 9:10:43 AM]

424B5Table of ContentsCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSThis prospectus supplement, any free writing prospectus and the documents incorporated by reference herein and in the accompanying baseprospectus include forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Theseforward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, businessprospects, outcome of regulatory proceedings, market conditions and other matters.All statements, other than statements of historical facts, included in any of the foregoing documents that address activities, events ordevelopments that we expect, believe or anticipate will exist or may occur in the future, are forward-looking statements.Forward-looking statements can be identified by various forms of words such as “anticipates,” “believes,” “seeks,” “could,” “may,” “should,”“continues,” “estimates,” “expects,” “forecasts,” “intends,” “might,” “goals,” “objectives,” “targets,” “planned,” “potential,” “projects,”“scheduled,” “will” or other similar expressions. These forward-looking statements are based on management’s beliefs and assumptions and oninformation currently available to management and include, among others, statements regarding: Amounts and nature of future capital expenditures; Expansion and growth of our business and operations; Financial condition and liquidity; Business strategy; Estimates of proved natural gas and oil reserves; Reserve potential; Development drilling potential; Cash flow from operations or results of operations; Acquisitions or divestitures, including the consummation of the Acquisition and its effects on us; Seasonality of our business; and Natural gas, natural gas liquids (“NGLs”) and crude oil prices and demand.Forward-looking statements are based on numerous assumptions, uncertainties and risks that could cause future events or results to bematerially different from those stated or implied in this prospectus supplement, the accompanying base prospectus or the documents incorporatedby reference herein or therein. Many of the factors that will determine these results are beyond our ability to control or predict. Specific factors thatcould cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following: Availability of supplies (including the uncertainties inherent in assessing, estimating, acquiring and developing future natural gas and oilreserves), market demand, volatility of prices and the availability and cost of capital; Inflation, interest rates, fluctuation in foreign exchange and general economic conditions (including future disruptions and volatility in theglobal credit markets and the impact of these events on our customers and suppliers); The strength and financial resources of our competitors; Development of alternative energy sources; The impact of operational and development hazards; Costs of, changes in, or the results of laws, government regulations (including climate change regulation and/or potential additionalregulation of drilling and completion of wells), environmental liabilities, litigation and rate proceedings;S-iiiCFd87810d424b5.htm[07/15/2015 9:10:43 AM]

424B5Table of Contents Changes in maintenance and construction costs; Changes in the current geopolitical situation; Our exposure to the credit risk of our customers; Risks related to strategy and financing, including restrictions stemming from our debt agreements, future changes in our credit ratings andthe availability and cost of credit; Risks related to transaction and acquisition-related costs in connection with the Acquisition; Risks associated with future weather conditions; Acts of terrorism; and Additional risks described in our filings with the SEC.All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionarystatements set forth above. Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained inany forward-looking statement, we caution investors not to unduly rely on our forward-looking statements. Forward-looking statements speak onlyas of the date they are made. We disclaim any obligation to and do not intend to update the above list or to announce publicly the result of anyrevisions to any of the forward-looking statements to reflect future events or developments, except to the extent required by applicable laws. If weupdate one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or otherforward-looking statements.In addition to causing our actual results to differ, the factors listed above and referred to below may cause our intentions to change from thosestatements of intention set forth in or incorporated by reference in this prospectus supplement or the accompanying base prospectus. Such changesin our intentions may also cause our results to differ. We may change our intentions, at any time and without notice, based upon changes in suchfactors, our assumptions or otherwise.NON-GAAP FINANCIAL MEASURESWe refer to the term Adjusted EBITDAX (as described in “Summary—Summary Historical Consolidated Financial Data of WPX” and“Summary—Summary Unaudited Pro Forma Condensed Combined Financial Information”) in various places in this prospectus supplement.Adjusted EBITDAX is a supplemental financial measure that is not prepared in accordance with generally accepted accounting principles in theUnited States (“GAAP”). This measure excludes a number of significant items, including our interest expense and depreciation, depletion andamortization expense. Our measurement of Adjusted EBITDAX may not be comparable to those of other companies. Please see “Summary—Summary Historical Consolidated Financial Data of WPX” for a discussion of our use of such measure and a reconciliation of Adjusted EBITDAXto the most closely comparable financial measure calculated in accordance with GAAP.We also refer to PV-10 in this prospectus supplement (as described in “Summary—Summary Historical Reserve and Operating Data ofWPX”). The present value of estimated future net revenues discounted at an annual rate of 10 percent (“PV-10”) is not a GAAP financial measureand is derived from the standardized measure, which is the most directly comparable GAAP financial measure. PV-10 is a computation of thestandardized measure on a pre-tax basis. PV-10 is equal to the standardized measure of discounted future net cash flows at the applicable date,before deducting future income taxes, discounted at 10 percent. We believe that the presentation of PV-10 is relevant and useful to investorsbecause it presents the discounted future net cash flows attributable to our estimated proved reserves prior to taking into account future corporateincome taxes, and it is a useful measure for evaluating the relative monetary significance of our oil and natural gas assets. Further, investors mayutilize the measure as a basis for comparison of the relative size and value of our reserves to other companies. We use this measure when assessingthe potential return on investment related to our oil and natural gas assets. PV-10, however, is not a substitute for the standardized measure ofdiscounted future net cash flows. Our PV-10 measure and the standardized measure of discounted future net cash flows do not purport to presentthe fair value of our oil and natural gas reserves.S-ivCFd87810d424b5.htm[07/15/2015 9:10:43 AM]

424B5Table of ContentsGLOSSARY OF OIL AND GAS TERMSIn this prospectus supplement, the following terms have the meanings specified below.Barrel—means one barrel of petroleum products that equals 42 U.S. gallons.Bcf—means one billion cubic feet.Bcfe—means one billion cubic feet of gas equivalent determined using the ratio of one barrel of oil, condensate or NGLs to six thousand cubicfeet of natural gas.Boe—means one barrel of oil equivalent, calculated by converting natural gas volumes to equivalent oil barrels at a ratio of six Mcf to onebarrel of oil.LOE—means lease and other operating expense excluding production taxes, ad valorem taxes and gathering, processing and transportationfees.MBbls—means one thousand barrels.MBbls/d—means one thousand barrels per day.Mcf—means one thousand cubic feet.Mcfe—means one thousand cubic feet of gas equivalent using the ratio of one barrel of oil, condensate or NGLs to six thousand cubic feet ofnatural gas.MMBbls—means one million barrels.MBoe—means one thousand barrels of oil equivalent.MBoe/d—means one thousand barrels of oil equivalent per day.MMboe—means one million barrels of oil equivalent.MMbtu—means one million British Thermal Units.MMcf—means one million cubic feet.MMcf/d—means one million cubic feet per day.MMcfe—means one million cubic feet of gas equivalent using the ratio of one barrel of oil, condensate or NGLs to six thousand cubic feet ofnatural gas.MMcfe/d—means one million cubic feet of gas equivalent per day using the ratio of one barrel of oil, condensate or NGLs to six thousandcubic feet of natural gas.Net acres—means gross acreage multiplied by working interest percentage.NGLs—means natural gas liquids; natural gas liquids result from natural gas processing and crude oil refining and are used as petrochemicalfeedstocks, heating fuels and gasoline additives, among other applications.S-vCFd87810d424b5.htm[07/15/2015 9:10:43 AM]

424B5Table of ContentsSUMMARYThis summary highlights certain information concerning our business and this offering. It does not contain all of the information that may beimportant to you and to your investment decision. The following summary is qualified in its entirety by the more detailed information and financialstatements and notes thereto in this prospectus supplement and the accompanying base prospectus and the documents incorporated by referenceherein and therein. You should carefully read this entire prospectus supplement, the accompanying prospectus and the documents incorporated byreference herein and therein and should consider, among other things, the matters set forth in “Risk Factors” before deciding to invest in ourcommon stock.Our CompanyIncorporated in 2011, we are an independent oil and natural gas exploration and production company engaged in the exploitation anddevelopment of long-life unconventional properties. We are focused on developing and growing our oil positions in the Williston Basin in NorthDakota and the San Juan Basin in the southwestern United States and on profitably exploiting our significant natural gas reserves base and relatedNGLs in the Piceance Basin of the Rocky Mountain region. On July 13, 2015, we executed an agreement to make our entry into the DelawareBasin (which is a subset of the Permian Basin), as described below under “—RKI Acquisition.”We have built a geographically diverse portfolio of natural gas and oil reserves through organic development and strategic acquisitions. Ourdo

WPX Energy, Inc. Common Stock We are offering 27,000,000 shares of our common stock. Our common stock is listed on the New York Stock Exchange under the symbol “WPX.” On July 10, 2015, the last reported sale price for our common stock on the New York Stock Exchange (the “NYSE”) was 11.22 per share.