Devon Energy Corporation (NYSE: DVN) (the “Company” or “Devon
Energy”) today announced the early tender results for its
previously announced tender offers (the “Maximum Tender Offers”) to purchase for cash up to
an aggregate principal amount of the debt securities listed in the
table below (collectively, the “Notes”) that would not result in the aggregate
amount that all holders of the Notes are entitled to receive,
excluding accrued and unpaid interest, for their Notes that are
validly tendered and accepted for purchase in the Maximum Tender
Offers, exceeding the Aggregate Maximum Repurchase Amount (as
defined below). In addition, the Company has amended the Maximum
Tender Offers to increase the previously announced Aggregate
Maximum Repurchase Amount from approximately $535.4 million (which
gives effect to the Company’s purchase of certain of the 8.250%
notes due 2018, issued by Devon OEI Operating, L.L.C., and the
6.300% notes due 2019, issued by the Company, for total
consideration of approximately $664.6 million in the Company’s
previously consummated tender offers for such notes) to such
aggregate amount necessary to pay the Total Consideration (as
defined below) for all of the 2.250% notes due 2018 (the
“2018 Notes”) validly tendered and not
validly withdrawn in the Maximum Tender Offers as of the Early
Tender Date (as defined below) (as amended, the “Aggregate Maximum Repurchase Amount”). All other
terms of the Maximum Tender Offers, as previously announced, remain
unchanged. The Maximum Tender 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 (the
“Tender Offer Documents”).
As of the previously announced early tender date and time of
5:00 p.m., New York City time, on August 17, 2016 (the
“Early Tender Date”), according to
information provided by D.F. King & Co., Inc., the tender and
information agent for the Maximum Tender Offers, a total of
$639,548,000 aggregate principal amount of the 2018 Notes, which
have the highest acceptance priority level, had been validly
tendered and not validly withdrawn in the Maximum Tender Offers.
Since the Total Consideration payable with respect to such 2018
Notes will equal the Aggregate Maximum Repurchase Amount, none of
the tendered Notes from any other series will be accepted for
purchase pursuant to the Maximum Tender Offers. Withdrawal rights
for the Notes expired at 5:00 p.m., New York City time, on August
17, 2016. The table below sets forth the aggregate principal amount
and percentage of the 2018 Notes validly tendered and not validly
withdrawn by the Early Tender Date that will be accepted for
purchase by the Company.
Percent Principal Tendered U.S.
Early Amount of Principal
Acceptance Treasury Bloomberg Tender
Tendered at Amount Title of CUSIP
Amount Priority Reference Reference
Fixed Payment
Early Tender
Out- Security Number
Outstanding Level
Security Page
Spread (a)(b)
Date
standing
2.250% notes
due 2018(c)
25179MAT0 $750,000,000 1
0.750%
UST due
7/31/2018
FIT1 +65 bps $30
$639,548,000 85.3%
7.500% notes
due 2027(d)
812007AE2 $150,000,000 2
1.625%
UST due
5/15/2026
FIT1 +290 bps $30
—(f) —(f)
7.875% debentures
due 2031(e)
25179SAD2 $1,250,000,000
3
2.500%
UST due
5/15/2046
FIT1 +325 bps $30
—(f) —(f)
7.950% debentures
due 2032(c)
251799AA0 $1,000,000,000
4
2.500%
UST due
5/15/2046
FIT1 +335 bps $30
—(f) —(f)
4.000% notes
due 2021(c)
25179MAK9 $500,000,000 5
1.125%
UST due
7/31/2021
FIT1 +185 bps $30
—(f) —(f)
5.600% notes
due 2041(c)
25179MAL7 $1,250,000,000
6
2.500%
UST due
5/15/2046
FIT1 +340 bps $30
—(f) —(f) (a) Per $1,000
principal amount. (b) The Total Consideration for the 2018
Notes validly tendered prior to or at the Early Tender Date and
accepted for purchase will be 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 18, 2016, and will be inclusive of the Early
Tender Payment set forth in the table above. (c) Issuer:
Devon Energy Corporation. (d) Issuer: Devon OEI Operating,
L.L.C. (e) Issuer: Devon Financing Company, L.L.C.
(f) Notes from such series will not be accepted for purchase by the
Company.
The “Total Consideration” for the
2018 Notes validly tendered and accepted for purchase pursuant to
the Maximum Tender Offers will be determined in the manner
described in the Tender Offer Documents at 2:00 p.m., New York City
time, on August 18, 2016. Holders of the 2018 Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Date are eligible to receive the Total Consideration for any such
2018 Notes accepted for purchase. Holders will also receive accrued
and unpaid interest on the 2018 Notes validly tendered and accepted
for purchase from the last interest payment date up to, but not
including, the date the Company makes payment for such 2018 Notes,
which date is anticipated to be August 19, 2016.
The Maximum Tender Offers will expire at 11:59 p.m., New York
City time, on August 31, 2016, unless extended or earlier
terminated. Because the Maximum Tender Offers have been fully
subscribed as of the Early Tender Date, holders who tender Notes
after the Early Tender Date will not have any of their Notes
accepted for purchase. Any Notes tendered after the Early Tender
Date, together with all Notes (other than the 2018 Notes) tendered
at or prior to the Early Tender Date, will be returned to the
holders thereof as described in the Tender Offer Documents.
Devon Energy will fund the Maximum Tender Offers with the net
proceeds from previously completed asset sales and financing
transactions. The Maximum Tender Offers are being made to reduce
the Company’s outstanding debt, including the debt of its
subsidiaries.
Information Relating to the Maximum Tender Offers
Citigroup Global Markets Inc., J.P. Morgan Securities LLC and
RBC Capital Markets, LLC are the Lead Dealer Managers for the
Maximum Tender 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 Maximum
Tender 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 Maximum Tender 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 Maximum Tender 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 Maximum Tender
Offers, including complete instructions on how to tender Notes, are
included in the Tender Offer Documents. Holders of the Notes 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 Maximum Tender Offers and reduce its outstanding
indebtedness and the other risks identified in the offer to
purchase relating to the Maximum Tender 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/20160818005488/en/
Investor ContactsHoward Thill, 405-552-3693Scott Coody,
405-552-4735Chris Carr, 405-228-2496Media ContactJohn
Porretto, 405-228-7506
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