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

TULSA, Okla.–(BUSINESS WIRE)–WPX Energy (NYSE: WPX) announced today that it has commenced cash tender
offers (the “Tender Offers”) to purchase up to $150,000,000 aggregate
principal amount (as it may be increased by WPX, the “Aggregate Maximum
Tender Amount”) of its outstanding 7.500% Senior Notes due 2020, 8.250%
Senior Notes due 2023 and 6.000% Senior Notes due 2022 (collectively,
the “Notes”).

The terms and conditions of the Tender Offers are described in an Offer
to Purchase, dated Aug. 8, 2017 (the “Offer to Purchase”). WPX reserves
the right, but is under no obligation, to increase the Aggregate Maximum
Tender Amount or the Tender Caps (as defined below) without extending
withdrawal rights, except as otherwise required by applicable law. The
amounts of each series of Notes to be purchased may be prorated as set
forth in the Offer to Purchase. The Company intends to fund the Tender
Offers with the net proceeds of the Company’s proposed offering of debt
securities (the “Debt Financing”), together with, if required,
borrowings under its senior secured revolving credit facility.

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 Sept. 5, 2017, 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withdrawn) at or prior to 5:00 p.m., New York City time, on Aug. 21,
2017 (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 from the Tender Offers at or prior to
5:00 p.m., New York City time, on Aug. 21, 2017, 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 Caps 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 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 $75,000,000
aggregate principal amount of the 2023 Notes will be purchased in the
Tender Offers (as it may be increased by WPX, the “2023 Notes Tender
Cap”) and no more than $50,000,000 aggregate principal amount of the
2022 Notes will be purchased in the Tender Offers (as it may be
increased by WPX, the “2022 Notes Tender Cap” and, together with the
2023 Notes Tender Cap, the “Tender Caps”).

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 and the 2022 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 applicable 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 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, including the completion
of the Debt Financing.

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. Nothing contained
herein shall constitute an offer of the debt securities that are the
subject of the Debt Financing.

The dealer manager for the Tender Offers is Wells Fargo Securities, LLC
(the “Dealer Manager”). Any questions regarding the terms of the Tender
Offers should be directed to the Dealer Manager at (toll-free) (866)
309-6316 or (collect) (704) 410-4760. 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) 470-4200 (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 has posted double-digit oil volume growth each of the past five
years. The company is active in the Delaware, Williston and San Juan
basins. The Delaware Basin is the western portion of the greater 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