Item 7.01 Regulation FD Disclosure.
On September 28, 2020, WPX and Devon hosted a joint conference call with their
respective investors. A transcript of such call is included as Exhibit 99.1 and
incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information set
forth in this Item 7.01 and the attached Exhibits 99.1 shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended.
Additional Information and Where To Find It
In connection with the proposed merger (the "Proposed Transaction") of Devon and
WPX, Devon will file with the SEC a registration statement on Form S-4 to
register the shares of Devon Common Stock to be issued in connection with the
Proposed Transaction. The registration statement will include a document that
serves as a prospectus of Devon and a proxy statement of each of Devon and WPX
(the "joint proxy statement/prospectus"), and each party will file other
documents regarding the Proposed Transaction with the SEC. INVESTORS AND
SECURITY HOLDERS OF DEVON AND WPX ARE ADVISED TO READ THE REGISTRATION
STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS, INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT DEVON, WPX, THE PROPOSED
TRANSACTION AND RELATED MATTERS. A definitive joint proxy statement/prospectus
will be sent to the stockholders of each of Devon and WPX when it becomes
available. Investors and security holders will be able to obtain copies of the
registration statement and the joint proxy statement/prospectus and other
documents containing important information about Devon and WPX free of charge
from the SEC's website when it becomes available. The documents filed by WPX
with the SEC may be obtained free of charge at WPX's website at www.
www.wpxenergy.com or at the SEC's website at www.sec.gov. These documents may
also be obtained free of charge from WPX by requesting them by mail at WPX,
Attn: Investor Relations, P.O. Box 21810, Tulsa, OK 74102.
Participants in the Solicitation
Devon, WPX and certain of their respective directors, executive officers and
other members of management and employees may be deemed to be participants in
the solicitation of proxies from Devon's and WPX's stockholders with respect to
the Proposed Transaction. Information about Devon's directors and executive
officers is available in Devon's Annual Report on Form 10-K for the 2019 fiscal
year filed with the SEC on February 19, 2020, and its definitive proxy statement
for the 2020 annual meeting of shareholders filed with the SEC on April 22,
2020. Information about WPX's directors and executive officers is available in
WPX's Annual Report on Form 10-K for the 2019 fiscal year filed with the SEC on
February 28, 2020 and its definitive proxy statement for the 2020 annual meeting
of shareholders filed with the SEC on March 31, 2020. Other information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be
contained in the registration statement, the joint proxy statement/prospectus
and other relevant materials to be filed with the SEC regarding the Proposed
Transaction when they become available. Stockholders, potential investors and
other readers should read the joint proxy statement/prospectus carefully when it
becomes available before making any voting or investment decisions.
No Offer or Solicitation
Communications in this Current Report on Form 8-K are not intended to and shall
not constitute an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote of
approval, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Forward Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" as defined
by the SEC. Such statements include those concerning strategic plans, WPX's
expectations and objectives for future operations, as well as other future
events or conditions, and are often identified by use of the words and phrases
such as "expects," "believes," "will," "would," "could," "continue," "may,"
"aims," "likely to be," "intends," "forecasts," "projections," "estimates,"
"plans," "expectations," "targets," "opportunities," "potential," "anticipates,"
"outlook" and other similar terminology. All statements, other than statements
of historical facts, included in this Current Report on Form 8-K that address
activities, events or developments that WPX expects, believes or anticipates
will or may occur in the future are forward-looking statements. Such statements
are subject to a number of assumptions, risks and uncertainties, many of which
are beyond WPX's control. Consequently, actual future results could differ
materially from WPX's expectations due to a number of factors, including, but
not limited to: the risk that WPX's businesses will not be integrated
successfully; the risk that the cost savings, synergies and growth from the
Proposed Transaction may not be fully realized or may take longer to realize
than expected; the diversion of management time on transaction-related issues;
the effect of future regulatory or legislative actions on the companies or the
industries in which they operate, including the risk of new restrictions with
respect to hydraulic fracturing or other development activities on WPX's or
Devon's federal acreage or their other assets; the risk that the credit ratings
of the combined company or its subsidiaries may be different from what the
companies expect; the risk that WPX or Devon may be unable to obtain
governmental and regulatory approvals required for the Proposed Transaction, or
that required governmental and regulatory approvals may delay the Proposed
Transaction or result in the imposition of conditions that could reduce the
anticipated benefits from the Proposed Transaction or cause the parties to
abandon the Proposed Transaction; the risk that a condition to closing of the
Proposed Transaction may not be satisfied; the length of time necessary to
consummate the Proposed Transaction, which may be longer than anticipated for
various reasons; potential liability resulting from pending or future
litigation; changes in the general economic environment, or social or political
conditions, that could affect the businesses; the potential impact of the
announcement or consummation of the Proposed Transaction on relationships with
customers, suppliers, competitors, management and other employees; the ability
to hire and retain key personnel; reliance on and integration of information
technology systems; the risks associated with assumptions the parties make in
connection with the parties' critical accounting estimates and legal
proceedings; the volatility of oil, gas and natural gas liquids (NGL) prices;
uncertainties inherent in estimating oil, gas and NGL reserves; the impact of
reduced demand for our products and products made from them due to governmental
and societal actions taken in response to the COVID-19 pandemic; the
uncertainties, costs and risks involved in WPX's and Devon's operations,
including as a result of employee misconduct; natural disasters, pandemics,
epidemics (including COVID-19 and any escalation or worsening thereof) or other
public health conditions; counterparty credit risks; risks relating to WPX's and
Devon's indebtedness; risks related to WPX's and Devon's hedging activities;
competition for assets, materials, people and capital; regulatory restrictions,
compliance costs and other risks relating to governmental regulation, including
with respect to environmental matters; cyberattack risks; WPX's and Devon's
limited control over third parties who operate some of their respective oil and
gas properties; midstream capacity constraints and potential interruptions in
production; the extent to which insurance covers any losses WPX or Devon may
experience; risks related to investors attempting to effect change; general
domestic and international economic and political conditions, including the
impact of COVID-19; and changes in tax, environmental and other laws, including
court rulings, applicable to WPX's and Devon's business.
In addition to the foregoing, the COVID-19 pandemic and its related
repercussions have created significant volatility, uncertainty and turmoil in
the global economy and WPX's and Devon's industry. This turmoil has included an
unprecedented supply-and-demand imbalance for oil and other commodities,
resulting in a swift and material decline in commodity prices in early 2020.
WPX's and Devon's future actual results could differ materially from the
forward-looking statements in this Current Report on Form 8-K due to the
COVID-19 pandemic and related impacts, including, by, among other things:
contributing to a sustained or further deterioration in commodity prices;
causing takeaway capacity constraints for production, resulting in further
production shut-ins and additional downward pressure on impacted regional
pricing differentials; limiting WPX's and Devon's ability to access sources of
capital due to disruptions in financial markets; increasing the risk of a
downgrade from credit rating agencies; exacerbating counterparty credit risks
and the risk of supply chain interruptions; and increasing the risk of
operational disruptions due to social distancing measures and other changes to
business practices. Additional information concerning other risk factors is also
contained in WPX's and Devon's most recently filed Annual Reports on Form 10-K,
subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other
SEC filings.
Many of these risks, uncertainties and assumptions are beyond WPX's ability to
control or predict. Because of these risks, uncertainties and assumptions, you
should not place undue reliance on these forward-looking statements. Nothing in
this Current Report on Form 8-K is intended, or is to be construed, as a profit
forecast or to be interpreted to mean that earnings per share of WPX or Devon
for the current or any future financial years or those of the combined company
will necessarily match or exceed the historical published earnings per share of
WPX or Devon, as applicable. WPX does not give any assurance (1) that either WPX
or Devon will achieve their expectations, or (2) concerning any result or the
timing thereof, in each case, with respect to the Proposed Transaction or any
regulatory action, administrative proceedings, government investigations,
litigation, warning letters, consent decree, cost reductions, business
strategies, earnings or revenue trends or future financial results.
All subsequent written and oral forward-looking statements concerning WPX or the
Proposed Transaction, the combined company or other matters and attributable to
WPX or any person acting on its behalf are expressly qualified in their entirety
by the cautionary statements above. WPX assumes no duty to update or revise
their respective forward-looking statements based on new information, future
events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description of Exhibit
99.1 Transcript of joint investor conference call, hosted by WPX and
Devon on September 28, 2020.
104 Cover Page Interactive Data File (formatted in Inline XBRL and
contained in Exhibit 101)
* * *
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.
Date: September 28, 2020 WPX ENERGY, INC.
By: /s/ /s/ Stephen E. Brilz
Name: Stephen E. Brilz
Title: Vice President and Secretary
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