Item 8.01. Other Events
On December 19, 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 8.250% notes due 2018 (the “8.250% 2018 Notes”), the 2.250% notes due 2018 (the “2.250% 2018 Notes”), the 6.300% notes due 2019 (the “2019
Notes”), the 7.500% notes due 2027 (the “2027 Notes”), the 7.875% debentures due 2031 (the “2031 Notes”), the 7.950% debentures due 2032 (the “2032 Notes”), the 5.850% notes due 2025 (the “2025 Notes”),
the 4.000% notes due 2021, the 5.600% notes due 2041 and the 3.250% notes due 2022 (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 $1 billion to such aggregate amount necessary to pay
the total consideration for all of the 8.250% 2018 Notes, the 2.250% 2018 Notes, the 2019 Notes, the 2027 Notes, the 2031 Notes, the 2032 Notes and the 2025 Notes (collectively, the “Eligible 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withdrawn in the tender offers as of the Early Tender Date (as defined below), which total consideration is equal to approximately $1.1 billion. The tender offers were made pursuant to an offer to purchase dated December 5, 2016, which sets
forth the terms and conditions of the tender offers.
In order to receive additional consideration for tendering early, holders of the
Eligible Notes must have validly tendered and not validly withdrawn their Eligible Notes at or prior to 5:00 p.m., New York City time, on December 16, 2016 (the “Early Tender Date”). Since the total consideration payable with respect
to all of the 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.
At the Early Tender Date, holders had validly tendered and not validly withdrawn approximately $903.9 million of the Eligible Notes. The
Company will accept for purchase all of such Eligible Notes that have been validly tendered and not validly withdrawn. Holders will also receive accrued and unpaid interest on Eligible 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 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 of
the 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 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.