Item 8.01. Other Events
On August 18, 2016, Devon Energy Corporation (the “Company”) announced the early tender results, upsizing and pricing of its
tender offers to purchase for cash up to an aggregate principal amount of the 2.250% notes due 2018 (the “2018 Notes”), the 7.500% notes due 2027, the 7.875% debentures due 2031, the 7.950% debentures due 2032, the 4.000% notes due 2021
and the 5.600% notes due 2041 (collectively, the “Notes”) issued by the Company or its subsidiaries, that would not result in the aggregate purchase price for the Notes, excluding accrued and unpaid interest, exceeding the aggregate
maximum repurchase amount. The Company amended its 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aggregate amount necessary to pay the total consideration for all of the 2018 Notes validly tendered and not validly withdrawn in the tender offers as of the Early Tender Date (as defined below), which total consideration is equal to approximately
$652.1 million. The tender offers were made pursuant to an offer to purchase dated August 4, 2016 and related letter of transmittal, which set forth the terms and conditions of the tender offers.
In order to receive additional consideration for tendering early, holders of the 2018 Notes must have validly tendered and not validly
withdrawn their 2018 Notes at or prior to 5:00 p.m., New York City time, on August 17, 2016 (the “Early Tender Date”). Since the total consideration payable with respect to all of the 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 tender offers.
At the
Early Tender Date, holders had validly tendered and not validly withdrawn approximately $639.5 million of the 2018 Notes. The Company will accept for purchase all of such 2018 Notes that have been validly tendered and not validly withdrawn. Holders
will also receive accrued and unpaid interest on 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 tender offers will expire at 11:59 p.m., New York City time, on August 31, 2016, unless extended or
earlier terminated. Because the 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 of the 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.
Furnished as Exhibits 99.1 and 99.2 and incorporated herein by reference are copies of the press releases announcing the early tender results
and upsizing and pricing, respectively, of the tender offers.