As filed with the Securities and Exchange Commission on September 10, 2014.
Registration No. 333-197905

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

WPX Energy, Inc.
(Exact name of registrant as specified in its charter)

 
			
Delaware	 	45-1836028	
(State or Other Jurisdiction of
Incorporation or Organization)	 	(I.R.S. Employer
Identification Number)	
One Williams Center
Tulsa, Oklahoma 74172
(855) 979-2012
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Stephen E. Brilz, Esq.
Amy C. Flakne, Esq.
WPX Energy, Inc.
One Williams Center
Tulsa, Oklahoma 74172
(855) 979-2012
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copy to:
P.J. Himelfarb, Esq.
Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, TX 75201-6950
Telephone: 214-746-7811
Facsimile: 214-746-7777

Approximate date of commencement of proposed sale to public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   ¨
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.   ¨
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   x
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities and Exchange Act of 1934, as amended (“Exchange Act”). (Check one):

Large accelerated filer	 	x	  	Accelerated filer	 	¨	
				
Non-accelerated filer	 	¨   (Do not check if a smaller reporting company)	  	Smaller reporting company	 	¨	

 

EXPLANATORY NOTE
The purpose of this Post-Effective Amendment No. 1 to the Registration Statement Form S-3 (File No. 333-197905) filed with the Securities and Exchange Commission (the “Commission”) on August 6, 2014, by WPX Energy, Inc., a Delaware corporation (the “Company”) is to (i) include the consent of the Company’s independent petroleum engineering firm and (ii) amend and restate the “Experts” section of the Registration Statement Form S-3 (File No. 333-197905) only with respect to adding disclosure regarding the Company’s independent petroleum engineering firm.
Other than the addition of the consent as an exhibit to this Post-Effective Amendment No. 1, and the additional information described in the preceding paragraph, there are no other material changes to the Registration Statement Form S-3 (File No. 333-197905) filed with the Commission on August 6, 2014.
 
1

EXPERTS
The consolidated financial statements of WPX Energy, Inc. appearing in WPX Energy, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2013 including the schedule appearing therein, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon included therein and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the report of Ernst & Young LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.
Approximately 99 percent of our year-end 2013 U.S. proved reserves estimates included in WPX Energy, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2013 were audited by Netherland, Sewell & Associates, Inc., an independent petroleum engineering firm. The description of the audit of such estimates is incorporated by reference into this prospectus upon the authority of said firm as an expert in these matters.
 
2

PART II
 
Item 16.	Exhibits	

Exhibit	  	Description	
		
  3.1	  	Amended and Restated Certificate of Incorporation of WPX Energy, Inc. (incorporated herein by reference to Exhibit 3.1 to WPX Energy, Inc.’s Current report on Form 8-K (File No. 001-35322) filed with the SEC on January 6, 2012)	
		
  3.2	  	Amended and Restated Bylaws of WPX Energy, Inc. (incorporated herein by reference to Exhibit 3.1 to WPX Energy, Inc.’s Current report on Form 8-K (File No. 001-35322) filed with the SEC on March 21, 2014)	
		
  4.1	  	Form of Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to WPX Energy, Inc.’s Amendment No. 5 to Registration Statement on Form S-1 (File No. 333-173808) filed with the SEC on October 31, 2011)	
		
  4.2	  	Form of Time-Based Restricted Stock Unit Inducement Award Agreement between WPX Energy, Inc. and Richard E. Muncrief (incorporated herein by reference to Exhibit 10.5 to WPX Energy, Inc.’s Current report on Form 8-K (File No. 001-35322) filed with the SEC on May 2, 2014)	
		
  4.3	  	Form of Performance-Based Restricted Stock Unit Inducement Award Agreement between WPX Energy, Inc. and Richard E. Muncrief (incorporated herein by reference to Exhibit 10.6 to WPX Energy, Inc.’s Current report on Form 8-K (File No. 001-35322) filed with the SEC on May 2, 2014)	
		
  5.1	  	Opinion of Stephen E. Brilz*	
		
23.1	  	Consent of Stephen E. Brilz (included in his opinion filed as Exhibit 5.1)*	
		
23.2	  	Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP*	
		
23.3	  	Consent of Independent Petroleum Engineers and Geologists, Netherland, Sewell & Associates, Inc.**	
		
24.1	  	Power of Attorney*	

*	Previously filed with the Company’s Registration Statement on Form S-3 on August 6, 2014.	
**	Filed herewith.	
 
3

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement Form S-3 (File No. 333-197905) to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Tulsa, State of Oklahoma, on September 10, 2014.

WPX ENERGY, INC.	
		
By:	 	/s/ J. Kevin Vann	
Name:	 	J. Kevin Vann	
Title:	 	Chief Financial Officer and Senior Vice President	
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement Form S-3 (File No. 333-197905) has been signed by the following persons in the capacities indicated on the date indicated below.

Signature	  	Title	 	Date	
			
/s/ Richard E. Muncrief	  	Director, President and Chief Executive Officer
(principal executive officer)	 	September 10, 2014	
Richard E. Muncrief*	  		 		
			
/s/ J. Kevin Vann	  	Chief Financial Officer and Senior Vice President
(principal financial officer and principal accounting officer)	 	September 10, 2014	
J. Kevin Vann*	  		 		
			
/s/ Kimberly S. Bowers	  	Director	 	September 10, 2014	
Kimberly S. Bowers*	  		 		
			
/s/ John A. Carrig	  	Director	 	September 10, 2014	
John A. Carrig*	  		 		
			
/s/ William R. Granberry	  	Director	 	September 10, 2014	
William R. Granberry*	  		 		
			
/s/ Robert K. Herdman	  	Director	 	September 10, 2014	
Robert K. Herdman*	  		 		
			
/s/ Kelt Kindick	  	Director	 	September 10, 2014	
Kelt Kindick*	  		 		
			
/s/ Karl F. Kurz	  	Director	 	September 10, 2014	
Karl F. Kurz*	  		 		
			
/s/ Jack E. Lentz	  	Director	 	September 10, 2014	
Jack E. Lentz*	  		 		
			
/s/ George A. Lorch	  	Director	 	September 10, 2014	
George A. Lorch*	  		 		

					
/s/ William G. Lowrie	  	Director, Chairman	 	September 10, 2014	
William G. Lowrie*	  		 		
			
/s/ David F. Work	  	Director	 	September 10, 2014	
David F. Work*	  		 		

*	Stephen E. Brilz, by signing his name hereto, does sign this Registration Statement on behalf of the above-noted director or officer of WPX Energy, Inc. pursuant to a power of attorney duly executed by such director or officer, which has been previously filed as Exhibit 24.1 to the Registration Statement Form S-3 (File No. 333-197905) of WPX Energy, Inc. filed with the Securities and Exchange Commission on August 6, 2014.	

By:	 	/s/ Stephen E. Brilz	
Name:	 	Stephen E. Brilz	
Title:	 	Attorney-in-fact	

EXHIBIT INDEX

Exhibit	  	Description	
		
  3.1	  	Amended and Restated Certificate of Incorporation of WPX Energy, Inc. (incorporated herein by reference to Exhibit 3.1 to WPX Energy, Inc.’s Current report on Form 8-K (File No. 001-35322) filed with the SEC on January 6, 2012)	
		
  3.2	  	Amended and Restated Bylaws of WPX Energy, Inc. (incorporated herein by reference to Exhibit 3.1 to WPX Energy, Inc.’s Current report on Form 8-K (File No. 001-35322) filed with the SEC on March 21, 2014)	
		
  4.1	  	Form of Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to WPX Energy, Inc.’s Amendment No. 5 to Registration Statement on Form S-1 (File No. 333-173808) filed with the SEC on October 31, 2011)	
		
  4.2	  	Form of Time-Based Restricted Stock Unit Inducement Award Agreement between WPX Energy, Inc. and Richard E. Muncrief (incorporated herein by reference to Exhibit 10.5 to WPX Energy, Inc.’s Current report on Form 8-K (File No. 001-35322) filed with the SEC on May 2, 2014)	
		
  4.3	  	Form of Performance-Based Restricted Stock Unit Inducement Award Agreement between WPX Energy, Inc. and Richard E. Muncrief (incorporated herein by reference to Exhibit 10.6 to WPX Energy, Inc.’s Current report on Form 8-K (File No. 001-35322) filed with the SEC on May 2, 2014)	
		
  5.1	  	Opinion of Stephen E. Brilz*	
		
23.1	  	Consent of Stephen E. Brilz (included in his opinion filed as Exhibit 5.1)*	
		
23.2	  	Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP*	
		
23.3	  	Consent of Independent Petroleum Engineers and Geologists, Netherland, Sewell & Associates, Inc.**	
		
24.1	  	Power of Attorney*	

*	Previously filed with the Company’s Registration Statement on Form S-3 on August 6, 2014.	
**	Filed herewith.	

Exhibit 23.3

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our audit letter as of December 31, 2013, included in or made part of the Annual Report on Form 10-K of WPX Energy, Inc. for the year ended December 31, 2013. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

NETHERLAND, SEWELL & ASSOCIATES, INC.	
		
By:	 	/s/ C.H. (Scott) Rees III	
	 	C.H. (Scott) Rees III, P.E.	
	 	Chairman and Chief Executive Officer	
Dallas, Texas
September 9, 2014
Please be advised that the digital document you are viewing is provided by Netherland, Sewell & Associates, Inc. (NSAI) as a convenience to our clients. The digital document is intended to be substantively the same as the original signed document maintained by NSAI. The digital document is subject to the parameters, limitations, and conditions stated in the original document. In the event of any differences between the digital document and the original document, the original document shall control and supersede the digital document.