Devon Energy Corporation (NYSE: DVN) (the “Company” or “Devon
Energy”) today announced the pricing, as set forth in the
table below, and expiration of its previously announced tender
offers (the “Offers”) to purchase for
cash any and all of its outstanding 8.250% notes due 2018 and
6.300% notes due 2019.
Title ofSecurity
CUSIPNumber
Principal
AmountOutstanding
U.S.
TreasuryReferenceSecurity
BloombergReferencePage
FixedSpread
PrincipalAmountTendered
TotalConsideration(a)
8.250% notes due 2018(b)(c)
674812AK8 $125,000,000
0.750% USTdue 7/31/2018
FIT1 +65 bps
$96,689,000
$1,128.44
6.300% notes due 2019(d)
25179MAH6 $700,000,000
0.750% USTdue 7/15/2019
FIT1 +95 bps
$519,725,000
$1,107.70 (a) Per $1,000 principal amount.
Total Consideration (as defined below) calculated on the basis of
pricing for the U.S. Treasury Reference Security as of 2:00 p.m.,
New York City time, on August 10, 2016. (b) Issuer: Devon OEI
Operating, L.L.C. (c) Includes approximately $48 million principal
amount of privately placed notes. (d) Issuer: Devon Energy
Corporation.
The Offers were made pursuant to the terms and conditions set
forth in the offer to purchase, dated August 4, 2016, and the
related letter of transmittal and notice of guaranteed delivery
(the “Tender Offer Documents”) to
purchase for cash any and all of the 8.250% notes due 2018 (the
“2018 Notes”) and the 6.300% notes due
2019 (the “2019 Notes” and, together
with the 2018 Notes, the “Notes”)
listed in the table above.
The Offers expired at 5:00 p.m., New York City time, on August
10, 2016 (such time and date, the “Expiration
Date”). Holders of Notes were required to validly tender and
not validly withdraw their Notes prior to or at the Expiration Date
to be eligible to receive the Total Consideration.
The “Total Consideration” listed in
the table above for each $1,000 principal amount of each series of
Notes validly tendered and accepted for purchase pursuant to the
Offers was determined in the manner described in the Tender Offer
Documents by reference to a fixed spread specified in the table
above plus the yield to maturity based on the bid-side price of the
applicable U.S. Treasury Reference Security specified in the table
above at 2:00 p.m., New York City time, on August 10, 2016.
According to information provided by D.F. King & Co., Inc.,
the tender and information agent for the Offers, $96,689,000
aggregate principal amount of the 2018 Notes and $519,725,000
aggregate principal amount of the 2019 Notes were validly tendered
prior to or at the Expiration Date and not validly withdrawn. These
amounts include $48,015,000 aggregate principal amount of 2018
Notes and $18,539,000 aggregate principal amount of the 2019 Notes
tendered pursuant to the guaranteed delivery procedures described
in the Tender Offer Documents, which remain subject to the holders’
performance of the delivery requirements under such procedures. The
Company has accepted for purchase all Notes validly tendered and
not validly withdrawn at or prior to the Expiration Date. The
Settlement Date is expected to be August 11, 2016, although the
settlement of Notes tendered pursuant to guaranteed delivery
procedures is expected to be August 15, 2016.
Holders will also receive accrued and unpaid interest on Notes
validly tendered and accepted for purchase from the applicable last
interest payment date up to, but not including, the date the
Company makes payment for such Notes, which date is anticipated to
be August 11, 2016 (the “Settlement
Date”). The Company intends to make payment on Notes
tendered by the guaranteed delivery procedures on August 15, 2016,
but accrued interest will cease to accrue on the Settlement Date
for all Notes accepted in the Offers, including those tendered by
the guaranteed delivery procedures.
Devon Energy will fund the Offers with the net proceeds from
previously completed asset sales and financing transactions. The
Offers are being made to reduce the Company’s outstanding debt,
including the debt of its subsidiaries.
Information Relating to the Offers
Citigroup Global Markets Inc., J.P. Morgan Securities LLC and
RBC Capital Markets, LLC are the Lead Dealer Managers for the
Offers and the Co-Dealer Managers are CIBC World Markets Corp., TD
Securities (USA) LLC and U.S. Bancorp Investments, Inc. Investors
with questions regarding the Offers may contact Citigroup Global
Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106
(collect), J.P. Morgan Securities LLC at (866) 834-4666 (toll free)
or (212) 834-3424 (collect) or RBC Capital Markets, LLC at (877)
381-2099 (toll free) or (212) 618-7822 (collect). D.F. King &
Co., Inc. is the tender and information agent for the Offers and
can be contacted at (800) 967-4617 (toll-free) or (212) 269-5550
(collect).
This press release is for informational purposes only and is not
an offer to buy, or the solicitation of an offer to sell, any of
the Notes, and the Offers do not constitute offers to buy or the
solicitation of offers to sell Notes in any jurisdiction or in any
circumstances in which such offers or solicitations are unlawful.
The full details of the Offers, including complete instructions on
how to tender Notes, are included in the Tender Offer Documents.
Holders are strongly encouraged to read carefully the Tender Offer
Documents, including materials incorporated by reference therein,
because they will contain important information. The Tender Offer
Documents may be downloaded from D.F. King & Co., Inc.’s
website at www.dfking.com/dvn or obtained from D.F. King & Co.,
Inc., free of charge, by calling toll-free at (800) 967-4617
(bankers and brokers can call collect at (212) 269-5550).
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws. Such statements are
subject to a number of assumptions, risks and uncertainties, many
of which are beyond the control of the Company. These risks
include, but are not limited to, the Company’s ability to complete
any of the Offers and reduce its outstanding indebtedness and the
other risks identified in the offer to purchase relating to the
Offers, the Company’s Annual Report on Form 10-K and its other
filings with the Securities and Exchange Commission. 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 hereof, and the Company does not undertake any obligation
to update the forward-looking statements as a result of new
information, future events or otherwise.
About Devon
Devon Energy is a leading independent energy company engaged in
finding and producing oil and natural gas. Based in Oklahoma City
and included in the S&P 500, Devon Energy operates in several
of the most prolific oil and natural gas plays in the U.S. and
Canada with an emphasis on a balanced portfolio. The Company is the
second-largest oil producer among North American onshore
independents. For more information, visit www.devonenergy.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20160810006234/en/
Devon Energy CorporationInvestor ContactsHoward Thill,
405-552-3693Scott Coody, 405-552-4735Chris Carr,
405-228-2496Media ContactJohn Porretto, 405-228-7506
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