Devon Energy Corporation (NYSE: DVN) (the “Company” or “Devon
Energy”) today announced the consideration payable in
connection with its previously announced tender offers (the
“Tender Offers”) to purchase for cash
up to an aggregate principal amount of the 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 Tender Offers,
exceeding the Aggregate Maximum Repurchase Amount (as defined
below). In addition, the Company has amended the Tender Offers to
increase the previously announced Aggregate Maximum Repurchase
Amount from $1 billion to such aggregate amount necessary to pay
the Total Consideration (as defined below) for all of the Eligible
Notes (as defined below) validly tendered and not validly withdrawn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 $1.1
billion (as amended, the “Aggregate Maximum
Repurchase Amount”). All other terms of the Tender Offers,
as previously announced, remain unchanged. The Tender Offers were
made pursuant to the terms and conditions set forth in the offer to
purchase, dated December 5, 2016 (the “Offer
to Purchase”).
The table below sets forth the Total Consideration for the Notes
with the seven highest acceptance priority levels (the
“Eligible Notes”) that will be
accepted for purchase.
Title ofSecurity
CUSIPNumber
PrincipalAmountOutstanding
AcceptancePriorityLevel
U.S.
TreasuryReferenceSecurity
BloombergReferencePage
FixedSpread(a)
EarlyTenderPayment
(a)(b)
TotalConsideration
(a)(b)
8.250% notes due 2018(c) 674812AK8 $28,311,000
1 1.00% UST due 11/30/18 FIT1 +65 bps
$30 $1,095.62 2.250% notes due 2018(d) 25179MAT0
$110,452,000 2 1.00% UST due 11/30/18
FIT1 +65 bps $30 $1,006.85 6.300% notes due
2019(d) 25179MAH6 $198,481,000 3 1.00%
UST due 11/15/19 FIT1 +95 bps $30
$1,076.51 7.500% notes due 2027(c) 812007AE2
$150,000,000 4 2.00% UST due 11/15/26 FIT1
+180 bps $30 $1,267.92 7.875% debentures due
2031(e) 25179SAD2 $1,250,000,000 5
2.25% UST due 8/15/46 FIT1 +210 bps $30
$1,267.88 7.950% debentures due 2032(d) 251799AA0
$1,000,000,000 6 2.25% UST due 8/15/46 FIT1
+225 bps $30 $1,263.83 5.850% notes due
2025(d) 25179MAV5 $850,000,000 7 2.00%
UST due 11/15/26 FIT1 +145 bps $30
$1,135.40 4.000% notes due 2021(d) 25179MAK9
$500,000,000 8 1.75% UST due 11/30/21 FIT1
+125 bps $30 —(f) 5.600% notes due 2041(d)
25179MAL7 $1,250,000,000 9 2.25% UST
due 8/15/46 FIT1 +235 bps $30 —(f)
3.250% notes due 2022(d) 25179MAP8 $1,000,000,000
10 1.75% UST due 11/30/21 FIT1 +150 bps
$30 —(f)
(a) The Total Consideration (as defined below)
was calculated on the basis of pricing for the U.S. Treasury
Reference Security as of 2:00 p.m., New York City time, on December
19, 2016, and includes the applicable Fixed Spread and Early Tender
Payment set forth in the table above. (b) Per $1,000
principal amount. (c) Issuer: Devon OEI Operating, L.L.C.
(d) Issuer: Devon Energy Corporation. (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” listed in
the table above for each $1,000 principal amount of the Eligible
Notes was determined at 2:00 p.m., New York City time, on December
19, 2016. Only holders of the Eligible Notes who validly tendered
and did not validly withdraw such Eligible Notes at or prior to the
previously announced early tender date and time of 5:00 p.m., New
York City time, on December 16, 2016 (the “Early Tender Date”) are eligible to receive the
Total Consideration for such Eligible Notes accepted for
purchase.
The Company will accept for purchase all of the Eligible Notes
that have been validly tendered and not validly withdrawn. Since
the Total Consideration payable with respect to such Eligible 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. Holders will also receive accrued
and unpaid interest on the Eligible 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
Eligible Notes, which date is anticipated to be December 20,
2016.
The Tender Offers will expire at 11:59 p.m., New York City time,
on January 3, 2017, 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 Notes (other than
the Eligible Notes) tendered at or prior to the Early Tender Date,
will be returned to the holders thereof as described in the Offer
to Purchase.
Devon Energy will fund the Tender Offers with the net proceeds
from previously completed asset sales and financing transactions.
The Tender Offers are being made to reduce the Company’s
outstanding debt, including the debt of its subsidiaries. After
giving effect to the purchase by the Company of the Notes validly
tendered and accepted for purchase in the Tender Offers, the
Company estimates that its total cash interest expense will be
reduced by approximately $62 million on an annualized basis.
Information Relating to the Tender Offers
Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co., LLC and RBC Capital
Markets, LLC are the Lead Dealer Managers for the Tender Offers and
the Co-Dealer Managers are Credit Suisse Securities (USA) LLC, MUFG
Securities Americas Inc., UBS Securities LLC and Wells Fargo
Securities, LLC. Investors with questions regarding the Tender
Offers may contact Barclays Capital Inc. at (800) 438-3242
(toll-free) or (212) 528-7581 (collect), BofA Merrill Lynch at
(888) 292-0070 (toll-free) or (980) 387-3907 (collect), Morgan
Stanley at (800) 624-1808 (toll-free) or (212) 761-1057 (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 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 Tender Offers do not constitute offers to buy or
the solicitation of offers to sell the Notes in any jurisdiction or
in any circumstances in which such offers or solicitations are
unlawful. The full details of the Tender Offers are included in the
Offer to Purchase. Holders of the Notes are strongly encouraged to
read carefully the Offer to Purchase, including materials
incorporated by reference therein, because it contains important
information. The Offer to Purchase may be 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)
or emailing dvn@dfking.com.
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 Tender Offers and reduce its outstanding indebtedness
and the other risks identified in the Offer to Purchase, 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/20161219006222/en/
Investor ContactsScott Coody, 405-552-4735Chris Carr,
405-228-2496Media ContactJohn Porretto, 405-228-7506
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