e>2020-02-27


      iso4217:USD
      xbrli:shares
          iso4217:USD
          xbrli:shares

 

 

 

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):  February 27, 2020

 

 

WPX Energy, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

1-35322

 

45-1836028

(State

or other jurisdiction of

 

(Commission

 

(IRS

Employer

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)

 

x  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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 December 15, 2019, WPX Energy, Inc. (the “Company”), and Felix Investments Holdings II, LLC, a Delaware limited liability company (the “Seller”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which Seller will sell, and the Company will purchase, one hundred percent (100%) of the issued and outstanding membership interests of Felix Energy Holdings II, LLC, a Delaware limited liability company (“Felix”), in accordance with Delaware law and upon the terms and subject to the conditions of the Purchase Agreement. Pursuant to and subject to the terms and conditions of the Purchase Agreement, Felix will become a wholly-owned subsidiary of the Company (the “Acquisition”). On February 5, 2020, the Company filed a proxy statement on Schedule 14A (the “Proxy Statement”), relating to the special meeting of the stockholders of the Company to approve certain matters related to the Acquisition, which will be held on March 5, 2020.

 

Since the filing of the Proxy Statement, three actions, including two putative class actions, have been filed in state and federal court in Delaware and federal court in New York by purported Company stockholders in connection with the Acquisition: Hudson v. Muncrief, et al., No. 2020-0095-JRS (Del. Ch., filed February 14, 2020) (the “Hudson Action”); Post v. WPX Energy, Inc., et al., No. 20-cv-0225 (D. Del., filed February 17, 2020) (the “Post Action”); and Bushansky v. WPX Energy, Inc., et al., No. 20-cv-01426 (S.D.N.Y., filed February 19, 2020) (the “Bushansky Action”). Each of the Hudson Action, the Post Action, and the Bushansky Action names the Company and its directors as defendants. The Hudson Action alleges that the Company’s directors breached their fiduciary duties by, among other things, filing a Proxy Statement that is false and misleading and/or omits material information concerning the Acquisition. The Post Action and the Bushansky Action allege, among other things, that the Proxy Statement is false and misleading and/or omits material information concerning the Acquisition in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a-9 promulgated under the Exchange Act. Each of the Hudson Action, the Post Action, and the Bushansky Action seeks, among other things, injunctive relief, including enjoining the Acquisition, and an award of attorneys’ fees and expenses.

 

SUPPLEMENT TO PROXY STATEMENT

 

This supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety. Page references in the below disclosures are to pages in the Proxy Statement, and defined terms used but not defined herein have the meanings set forth in the Proxy Statement. To the extent the following information differs from or conflicts with the information contained in the Proxy Statement, the information set forth below shall be deemed to supersede the respective information in the Proxy Statement. The Company denies the allegations in the Hudson,

© Edgar Online, source Glimpses