8-K

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): April 8, 2016

WPX Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-35322	45-1836028
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Williams Center Tulsa, Oklahoma		74172-0172
(Address of principal executive offices)		(Zip Code)

(855) 979-2012

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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 240.13e-4(c))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note.

On April 8, 2016, WPX Energy, Inc., a Delaware corporation (“WPX” or the “Company”), completed its previously announced sale of all of the outstanding membership interests in WPX Energy Rocky Mountain, LLC, a Delaware limited liability company (“WPX RMT”), pursuant to the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of February 8, 2016, by and among the Company, WPX Energy Holdings, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of WPX, and Terra Energy Partners LLC, a Delaware limited liability company.

Item 1.02 Termination of a Material Definitive Agreement.

On April 8, 2016, as a result of the sale by the Company of WPX RMT, WPX and its affiliates are no longer a party to the Amended and Restated Gas Gathering, Processing, Dehydrating and Treating Agreement by and among Williams Field Services Company, LLC, Williams Production RMT Company, LLC, Williams Production Ryan Gulch LLC and WPX Energy Marketing, LLC, effective as of August 1, 2011.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information contained in the Introductory Note above is incorporated herein by reference.

Pro forma financial information with respect to this transaction is provided in Item 9.01 of this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

Press Release Announcing the Transactions

On April 8, 2016, WPX issued a press release announcing the consummation of the transactions contemplated by the Purchase Agreement. The press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filings. This report will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

(b) The Company’s unaudited pro forma consolidated financial statements as of December 31, 2015 and for the years ended December 31, 2015, 2014 and 2013, were included in Note 16 to the Company’s audited financial statements included in its filing on Form 10-K for the year ended December 31, 2016 (filed February 25, 2016) and are incorporated herein by reference.

(d) Exhibits.

Exhibit Number	Description
99.1	WPX’s unaudited pro forma consolidated financial statements as of December 31, 2015 and for the years ended December 31, 2015, 2014 and 2013 (incorporated by reference to Note 16 to the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015).
99.2*	Press Release dated April 8, 2016.

* Filed herewith

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This communication and the exhibits referenced or incorporated herein include and reference forward-looking statements. These statements may also relate to our business strategy, goals and expectations concerning our market position, future operations, margins and profitability. Forward-looking statements may use the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would,” “forecast” and similar terms and phrases

to identify forward-looking statements, and include the assumptions that underlie such statements. Although the Company believes the assumptions upon which these forward-looking statements are based are reasonable, there can be no assurance that the results implied or expressed in such forward-looking statements or information or the underlying assumptions will be realized and that actual results of operations or future events will not be materially different from the results implied or expressed in such forward-looking statements or information. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to: unknown, underestimated or undisclosed commitments or liabilities; the level of demand for the Company’s products, which is subject to many factors, including uncertain global economic and industry conditions, and natural gas and oil prices generally; state and federal environmental, economic, health and safety, energy and other policies and regulations, including those related to climate change and any changes therein, and any legal or regulatory investigations, delays or other factors beyond the control of the Company; and other risks described in the Company’s SEC filings. The forward-looking statements in this communication speak only as of the date of this communication. Under no circumstances should the inclusion of the forward-looking statements or information be regarded as a representation, undertaking, warranty or prediction by the Company or any other person with respect to the accuracy thereof or the accuracy of the underlying assumptions, or that the Company will achieve or is likely to achieve any particular results.

The forward-looking statements or information are made as of the date hereof and the Company disclaims any intent or obligation to update publicly or to revise any of the forward-looking statements or information, whether as a result of new information, future events or otherwise. Recipients are cautioned that forward-looking statements or information are not guarantees of future performance and, accordingly, recipients are expressly cautioned not to put undue reliance on forward-looking statements or information due to the inherent uncertainty therein.

Pursuant to the requirements of the Securities and 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.
Date: April 8, 2016	By:	/s/ Stephen E. Brilz
	Name:	Stephen E. Brilz
	Title:	Vice President and Secretary

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	WPX’s unaudited pro forma consolidated financial statements as of December 31, 2015 and for the years ended December 31, 2015, 2014 and 2013 (incorporated by reference to Note 16 to the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015).
Exhibit 99.2*	Press Release dated April 8, 2016

* Filed herewith

EX-99.2

Exhibit 99.2

WPX Energy, Inc. (NYSE:WPX) www.wpxenergy.com

News Release

DATE: April 8, 2016

MEDIA CONTACT:	INVESTOR CONTACT:
Kelly Swan	David Sullivan
(539) 573-4944	(539) 573-9360

WPX Energy Completes $910 Million Sale of Piceance Subsidiary

TULSA, Okla. – WPX Energy (NYSE: WPX) announced today that it has completed the sale of its wholly owned subsidiary WPX Energy Rocky Mountain, LLC, to Terra Energy Partners LLC for $910 million subject to closing adjustments.

The divestiture greatly enhances WPX’s liquidity, will significantly improve its capital efficiency and returns, and lead to materially lower general and administrative expenses going forward.

The move also solidifies WPX’s focus on the Permian Basin and balances the company’s commodity mix. WPX expects oil to comprise approximately half of its future production volumes, up from roughly 20 percent in 2015.

The results of WPX’s Piceance Basin operations, including associated production volumes, will be reclassified as discontinued operations. Piceance production volumes will not be reflected in the company’s first-quarter 2016 financial and operations results.

WPX has a variety of options for the Piceance proceeds, including leverage reduction, additional drilling, infrastructure investments such as expanding its Permian gathering system, and buying out of any retained transportation obligations.

As previously announced, WPX also closed the sale its San Juan Basin gathering system in March for $309 million in total consideration and recently strengthened its liquidity by amending its revolving credit facility. WPX received $1.2 billion of commitments on a senior secured facility, with an initial borrowing base of $1.025 billion.

“Over the past two years, we’ve built strong credibility by doing everything we said we’d do,” said Rick Muncrief, WPX president and CEO. “Our portfolio today is sharper and more focused than ever before, which is critical in the current environment. This transformation is a result of our tenacity, long-term vision and ability to execute.”

Following more than $5 billion of transactions over the past two years, WPX’s re-shaped portfolio boasts acreage in the core of two prolific oil-dominant areas – the Permian’s Delaware Basin and North Dakota’s Williston Basin – along with a leading position in the San Juan Basin.

Chief Operating Officer Clay Gaspar is scheduled to speak about WPX’s operations at the IPAA Oil and Gas Investor Symposium on Monday, April 11, at approximately 3:40 p.m. Eastern.

Please visit www.wpxenergy.com on the day of the conference to confirm the time, see the slides and listen to Gaspar’s presentation.

About WPX Energy, Inc.

WPX is an oil-focused energy company with operations in the Permian’s Delaware Basin, the Williston Basin and the San Juan Basin. The company has reshaped its holdings through more than $5 billion of transactions and posted double-digit oil volume growth in each of the past four years.

# # #

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the company 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 the control of the company. Statements regarding future drilling and production are subject to all of the risks and uncertainties normally incident to the exploration for and development and production of oil and gas. These risks include, but are not limited to, the volatility of oil, natural gas and NGL prices; uncertainties inherent in estimating oil, natural gas and NGL reserves; drilling risks; environmental risks; and political or regulatory changes. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. The forward-looking statements in this press release are made as of the date of this press release, even if subsequently made available by WPX Energy on its website or otherwise. WPX Energy does not undertake and expressly disclaims any obligation to update the forward-looking statements as a result of new information, future events or otherwise. Investors are urged to consider carefully the disclosure in our filings with the Securities and Exchange Commission, available from us at WPX Energy, Attn: Investor Relations, P.O. Box 21810, Tulsa, Okla., 74102, or from the SEC’s website at www.sec.gov.