WPX Energy Commences Tender Offers for Senior Notes due 2020, 2022 and 2023

TULSA, Okla.–(BUSINESS WIRE)–WPX Energy (NYSE: WPX) announced today that it has commenced cash tender
offers (the “Tender Offers”) to purchase up to $500,000,000 aggregate
principal amount (as it may be increased by WPX, the “Aggregate Maximum
Tender Amount”) of its outstanding 7.500 percent Senior Notes due 2020,
6.000 percent Senior Notes due 2022 and 8.250 percent Senior Notes due
2023 (collectively, the “Notes”).

The terms and conditions of the Tender Offers are described in an Offer
to Purchase, dated April 3, 2018 (the “Offer to Purchase”). WPX intends
to fund the Tender Offers with the net proceeds of the company’s recent
sale of its remaining operations in the San Juan Basin in the State of
New Mexico and, if necessary, any other sources of available funds,
which may include borrowings under its revolving credit facility or
proceeds from a senior unsecured note offering.

The following table sets forth certain terms of the Tender Offers:

The Tender Offers will expire at midnight, New York City time, at the
end of April 30, 2018, unless extended or earlier terminated by WPX (the
“Expiration Date”). No tenders submitted after the Expiration Date will
be valid.

Holders of Notes that are validly tendered (and not validly withdrawn)
at or prior to 5:00 p.m., New York City time, on April 16, 2018 (such
date and time, as it may be extended, the “Early Tender Date”) and
accepted for purchase pursuant to the Tender Offers will receive the
applicable Total Consideration for such series, which includes the early
tender premium for such series of Notes set forth in the table above
(with respect to each series of Notes, the “Early Tender Premium”).
Holders of Notes tendering their Notes after the Early Tender Date will
only be eligible to receive the applicable tender offer consideration
for such series of Notes set forth in the table above (with respect to
each series of Notes, the “Tender Offer Consideration”), which is the
applicable Total Consideration less the Early Tender Premium.

All Notes validly tendered and accepted for purchase pursuant to the
Tender Offers will receive the applicable consideration set forth in the
table above, plus accrued and unpaid interest on such Notes from the
applicable last interest payment date with respect to those Notes to,
but not including, the applicable Settlement Date (as defined below)
(“Accrued Interest”).

Tendered Notes may be withdrawn at or prior to 5:00 p.m., New York City
time, on April 16, 2018, unless extended by WPX (such date and time, as
it may be extended, the “Withdrawal Date”). Holders of Notes who tender
their Notes after the Withdrawal Date, but prior to the Expiration Date,
may not withdraw their tendered Notes unless withdrawal rights are
otherwise required by applicable law.

Provided that the conditions to the applicable Tender Offer have been
satisfied or waived, and assuming acceptance for purchase by the company
of Notes validly tendered pursuant to the Tender Offers, (i) payment for
applicable Notes validly tendered at or prior to the applicable Early
Tender Date and purchased in the applicable Tender Offer shall be made
on the settlement date that is expected to be the business day following
the applicable Early Tender Date, or as promptly as practicable
thereafter (with respect to each series of Notes, the “Early Settlement
Date”) and (ii) payment for any applicable Notes validly tendered after
the applicable Early Tender Date, but at or prior to the applicable
Expiration Date, and purchased in the applicable Tender Offer shall be
made on the settlement date that is expected to be the business day
following the applicable Expiration Date, or as promptly as practicable
thereafter (with respect to each series of Notes, the “Final Settlement
Date” and, together with the related Early Settlement Date, the
“Settlement Dates”).

Subject to the Aggregate Maximum Tender Amount, the Tender Cap and
proration, the Notes accepted on any Settlement Date will be accepted in
accordance with their Acceptance Priority Levels set forth in the table
above, with 1 being the highest Acceptance Priority Level and 3 being
the lowest Acceptance Priority Level, and provided further that Notes
tendered at or prior to the Early Tender Date will be accepted for
purchase with priority over Notes tendered after the Early Tender Date,
but at or prior to the Expiration Date, regardless of the priority of
the series of such later tendered Notes. In addition, no more than
$50,000,000 aggregate principal amount of the 2023 Notes will be
purchased in the Tender Offers (as it may be increased by WPX, the
“Tender Cap”).

Acceptance for tenders of any Notes may be subject to proration if the
aggregate principal amount for any series of Notes validly tendered and
not validly withdrawn would cause the Aggregate Maximum Tender Amount to
be exceeded. Acceptance for tenders of the 2023 Notes may also be
subject to proration if the aggregate principal amount of the specified
series of Notes validly tendered and not validly withdrawn is greater
than the Tender Cap. Furthermore, if the Tender Offers are fully
subscribed as of the Early Tender Date, holders who validly tender Notes
after the Early Tender Date will not have any of their Notes accepted
for purchase and there will be no Final Settlement Date.

The company reserves the right, but is under no obligation, to increase
the Aggregate Maximum Tender Amount and/or the Tender Cap at any time,
subject to compliance with applicable law, which could result in the
company purchasing a greater aggregate principal amount of Notes in the
Offers. There can be no assurance that the company will increase the
Aggregate Maximum Tender Amount or the Tender Cap. If the company
increases the Aggregate Maximum Tender Amount and/or the Tender Cap, it
does not expect to extend the Withdrawal Date, subject to applicable
law. Accordingly, Holders should not tender Notes that they do not wish
to have purchased in the Offers.

The consummation of the Tender Offers is not conditioned upon any
minimum amount of Notes being tendered. However, the Tender Offers are
subject to, and conditioned upon, the satisfaction or waiver of certain
conditions described in the Offer to Purchase.

This press release is neither an offer to purchase nor a solicitation of
an offer to sell securities. No offer, solicitation, purchase or sale
will be made in any jurisdiction in which such offer, solicitation, or
sale would be unlawful. The offer is being made solely pursuant to terms
and conditions set forth in the Offer to Purchase.

The dealer managers for the Tender Offers are Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Citigroup Global Markets Inc. (the
“Dealer Managers”). Any questions regarding the terms of the Tender
Offers should be directed to the Dealer Managers, Merrill Lynch, Pierce,
Fenner & Smith Incorporated at (toll-free) 888-292-0070 or (collect)
980-388-3646, and Citigroup Global Markets Inc. at (toll-free)
800-558-3745 or (collect) 212-723-6106. Any questions regarding
procedures for tendering Notes should be directed to the Information
Agent for the Tender Offers, Global Bondholder Services Corporation,
toll-free at (866) 794-2200 (banks and brokers call (212) 430-3774) or
65 Broadway, Suite 404, New York, NY 10006.

Copies of the Offer to Purchase are available from the Information Agent
and Depositary and at the following web address: http://www.gbsc-usa.com/WPX/.

About WPX Energy, Inc.

WPX is an independent energy producer with core positions in the Permian
and Williston basins. WPX’s production is approximately 80 percent
oil/liquids and 20 percent natural gas. The company also has an emerging
infrastructure portfolio in the Permian Basin.

This press release includes “forward-looking statements.” 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. 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 on its website or otherwise. WPX 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 at www.sec.gov.

Contacts

WPX Energy, Inc.
Media Contact:
Kelly Swan, 539-573-4944
or
Investor
Contact:
David Sullivan, 539-573-9360