History
Newfield borrowed heavily to fund its US onshore business, sold Malaysia in 2014, bought into Oklahoma's STACK in 2016, then was absorbed by Encana in February 2019.
2011-2013: Borrowing and a change of direction
The record opens in September 2011, when Newfield sold $750 million of 5 3/4% Senior Notes due 2022. These are unsecured bonds, and the same deal included an amendment to its June 2011 credit agreement. In June 2012 it followed with $1 billion of 5 5/8% notes due 2024. Days later, in July 2012, it bought back about $413 million, roughly 75%, of its $550 million 6 5/8% Senior Subordinated Notes due 2016 through a tender offer, and said it would redeem the rest. The filings do not say the two moves were linked.
Shares on issue crept up slowly over these years, from about 134.6 million at the end of 2011 to about 136.1 million at the end of 2013. In October 2013 Newfield agreed to sell all of its Malaysian business to SapuraKencana Petroleum Berhad for $898 million in cash. It said this followed an early-2013 decision to leave international businesses and focus on domestic resource plays, with proceeds to pay down debt.
2014-2015: Malaysia sold, more debt
The Malaysian sale closed on February 10, 2014, bringing in about $896 million after adjustments. A pro forma exhibit said the money repaid everything owed under the credit facility. The China business was also reported as discontinued, and the exit from international operations was described as ongoing.
In March 2015 Newfield sold a further $700 million of 5 3/8% Senior Notes due 2026, added to the 2022 and 2024 notes. The filing did not say how the proceeds would be used. The share count rose from about 137.2 million at the end of 2014 to about 163.4 million at the end of 2015, but the beats do not explain that increase.
2016-2018: The STACK purchase
In March 2016 Newfield signed an amendment to its credit agreement lowering the minimum ratio of EBITDAX (a measure of earnings before interest, tax and certain other items) to interest expense to 2.5 to 1.0. The filing gave no reason. On June 30, 2016 it closed the purchase of producing properties and undeveloped acreage in Oklahoma's Anadarko Basin STACK play from a Chesapeake Energy subsidiary. The price was about $470 million, plus a roughly $21 million capital reimbursement, paid from cash on hand and subject to customary post-closing adjustments. Shares on issue rose to about 198.9 million by the end of 2016, though the beats do not explain the rise.
In March 2018 the company refinanced its revolving credit facility, raising commitments from $1.8 billion to $2.0 billion and extending maturity from June 2020 to May 2023.
2018-2019: Sale to Encana
On October 31, 2018 Newfield agreed to be acquired by Encana Corporation, with each Newfield share converting into 2.6719 Encana shares. Fees of $150 million (payable by Newfield) and $300 million (payable by Encana) applied in specified circumstances. The joint proxy statement, mailed in January 2019, said the offer was worth about $27.36 per Newfield share at the announcement but about $16.78 on January 7, 2019, because Encana's share price had fallen. Former Newfield holders were expected to own about 36.5% of Encana.
The merger closed on February 13, 2019. Newfield became an indirect wholly-owned Encana subsidiary, its NYSE trading ended, its credit agreement was repaid in full and terminated, and its directors and officers, including CEO Lee Boothby, were replaced by Encana executives. On February 25, 2019 it terminated registration of a class of securities, ending its reporting obligation for them. As of the latest record, six stockholder class actions over the merger had unstated outcomes, and the fate of the senior notes was not stated.
Written from the 15 story beats below (2011 to 25 Feb 2019), which come from the company's own announcements and filings.