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8-K - 8-K - NEWFIELD EXPLORATION CO /DE/d889867d8k.htm
EX-1.1 - EX-1.1 - NEWFIELD EXPLORATION CO /DE/d889867dex11.htm
EX-99.1 - EX-99.1 - NEWFIELD EXPLORATION CO /DE/d889867dex991.htm

Exhibit 1.2

Execution Version

Pricing Agreement

 

J.P. Morgan Securities LLC  
As Representative of the several

Underwriters named in Schedule I hereto,

March 5, 2015

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

Newfield Exploration Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated March 5, 2015 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Designated Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the Time of Sale Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus or the Time of Sale Prospectus (each as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the Time of Sale Prospectus, each relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representative herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representative designated to act on behalf of each of the Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement and the address of the Representative referred to in such Section 13 are set forth in Schedule II hereto.

An amendment to the Registration Statement, or a supplement to the Prospectus (in preliminary and final form), as the case may be, relating to the Designated Securities, in the form heretofore delivered to you has been and is proposed to be filed with the Commission.

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, on the basis of the representations, warranties and agreements set forth herein and in the Underwriting Agreement, agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.


If the foregoing is in accordance with your understanding, please sign and return to us 5 counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of agreement among the Underwriters, the form of which shall be submitted to the Company for examination, upon request, but without warranty on the part of the Representative as to the authority of the signers thereof.

No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

[Signature page follows]


Very truly yours,

Newfield Exploration Company

By:

/s/ Lawrence S. Massaro

Name:

Lawrence S. Massaro

Title:

Executive Vice President and
Chief Financial Officer

Accepted as of the date hereof:

 

J.P. Morgan Securities LLC
For itself and on behalf of the several Underwriters
J.P. Morgan Securities LLC
By:

/s/ Catherine O’Donnell

Name: Catherine O’Donnell

Signature Page to Pricing Agreement


SCHEDULE I

 

Underwriter

   Principal Amount of
Designated
Securities

to be Purchased
 

J.P. Morgan Securities LLC

   $ 175,000,000   

Wells Fargo Securities, LLC

     140,000,000   

Mitsubishi UFJ Securities (USA), Inc.

     42,000,000   

Scotia Capital (USA) Inc.

     42,000,000   

U.S. Bancorp Investments, Inc.

     42,000,000   

SMBC Nikko Securities America, Inc.

     35,000,000   

Credit Suisse Securities (USA) LLC

     35,000,000   

BMO Capital Markets Corp.

     28,875,000   

CIBC World Markets Corp.

     28,875,000   

Mizuho Securities USA Inc.

     28,875,000   

Goldman, Sachs & Co.

     28,875,000   

Fifth Third Securities, Inc.

     24,500,000   

SG Americas Securities, LLC

     24,500,000   

RBC Capital Markets, LLC

     17,500,000   

Barclays Capital Inc.

   $ 7,000,000   
  

 

 

 

Total

$ 700,000,000   
  

 

 

 

 

Schedule I


SCHEDULE II

Title of Designated Securities:

5.375% Senior Notes due 2026

Aggregate Principal Amount:

$700,000,000

Price to Public:

100.0% of the principal amount of the Designated Securities

Underwriting Discount:

1.25% of the principal amount of the Designated Securities

Purchase Price by Underwriters:

98.75% of the principal amount of the Designated Securities

Form of Designated Securities:

Book-entry only form represented by one or more global securities deposited with The Depository Trust Company (“DTC”) or its designated custodian, to be made available for checking by the Representative at least twenty-four hours prior to the Time of Delivery at the office of DTC or its designated custodian

Specified funds for payment of purchase price:

Federal (same day) funds

Time of Delivery:

10:00 a.m. (New York City time) on March 10, 2015

Indenture:

Indenture dated February 28, 2001, between the Company and U.S. Bank National Association (as successor to Wachovia Bank, National Association, formerly First Union National Bank), as Trustee, as supplemented by the Fourth Supplemental Indenture to be dated as of March 10, 2015

Maturity:

January 1, 2026

Interest Rate:

5.375% per annum

 

Schedule II-1


Interest Payment Dates:

January 1 and July 1 of each year commencing on July 1, 2015

Optional Redemption Provisions:

Make-whole at Treasuries plus 50 basis points

Sinking Fund Provisions:

No sinking fund provisions

Closing location for delivery of Designated Securities:

Offices of Vinson & Elkins L.L.P., 1001 Fannin, Houston, TX 77002

Name and Address of Representative:

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Listing of Designated Securities:

None

Blackout Provisions:

Until Closing

Underwriter Provided Information:

The only information provided by the Underwriters and Representative is (i) the table set forth in the first paragraph, (ii) the fourth paragraph and (iii) the ninth paragraph, each under the caption “Underwriting” in the Prospectus.

The Time of Sale:

2:21 p.m. (New York City Time) on March 5, 2015

 

Time of Sale Prospectus:

1)      

The preliminary prospectus dated March 5, 2015 relating to the Designated Securities; and
  2)       The pricing term sheet relating to the Designated Securities filed or to be filed as a free writing
prospectus by the Company under Rule 433 of the Securities Act dated March 5, 2015

 

Schedule II-2