WPX Energy,Inc. (NYSE:WPX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On August22, 2017, WPX Energy,Inc. (the “Company”) completed a $150 million registered offering (the “Offering”) of its 5.25% Senior Notes due 2024 (the “Notes”). The Notes constitute an additional issuance of the Company’s 5.25% Senior Notes due 2024, $500 million aggregate principal amount of which were issued on September8, 2014 (the “Existing Notes”). The Notes have the same terms, other than the public offering price, issue date, initial interest payment date and initial interest accrual date, and constitute part of the same series as the Existing Notes. The Offering has been registered under the Securities Act of 1933, as amended (the “Securities Act”), to a registration statement on FormS-3 (Registration No.333-198523) of the Company, and the prospectus supplement dated August8, 2017 and filed with the Securities and Exchange Commission to Rule424(b)of the Securities Act on August10, 2017.

The Notes were issued under an Indenture, dated as of September8, 2014 (the “Base Indenture”), as supplemented by a Supplemental Indenture, dated as of September8, 2014 (the “First Supplemental Indenture”), each between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (as so supplemented, the “Indenture”).

The Notes are the Company’s senior unsecured obligations ranking equally with the Company’s other existing and future senior unsecured indebtedness. The Notes bear interest at a rate of 5.25% per annum and were priced at 98.5% of par. The Notes will pay interest semi-annually in cash in arrears on March15 and September15 of each year commencing on September15, 2017, provided that the first interest payment on September15, 2017 will accrue from March15, 2017. The Notes will mature on September15, 2024. At any time or from time to time prior to June15, 2024, the Company may, at its option, redeem some or all of the Notes at a specified “make whole” premium as described in the Indenture. The Company also has the option, at any time or from time to time on or after June15, 2024, to redeem some or all of the Notes at a redemption price equal to 50% of the principal amount of the Notes to be redeemed, as more fully described in the Indenture. The Indenture contains covenants that, among other things, restrict the Company’s ability to grant liens on its assets and merge, consolidate or transfer or lease all or substantially all of its assets, subject to certain qualifications and exceptions.

The foregoing description of the Notes and the Indenture is qualified in its entirety by reference to the Base Indenture, a copy of which is filed as Exhibit4.1 to this Current Report on Form8-K, and the First Supplemental Indenture, a copy of which is filed as Exhibit4.2 to this Current Report on Form8-K. Each of the foregoing documents is incorporated by reference herein.

Item 1.01 Financial Statements and Exhibits.

(d) Exhibits