Devon Energy Corporation (NYSE: DVN) (the “Company” or “Devon
Energy”) today announced the early tender results for 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 $1.0 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validly tendered and not validly withdrawn in the Tender Offers as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) (as amended, the
“Aggregate Maximum Repurchase
Amount”). All other terms of the Tender Offers and Devon
Energy’s solicitations of consents (the “Consent Solicitations”) to the adoption of certain
proposed amendments to the indentures governing the Notes, as
previously announced, remain unchanged. The Tender Offers and
Consent Solicitations were made pursuant to the terms and
conditions set forth in the offer to purchase and consent
solicitation statement, dated March 7, 2018 (the “Offer to Purchase”).
As of the previously announced early tender date and time of
5:00 p.m., New York City time, on March 20, 2018 (the “Early Tender Date”), according to information
provided by D.F. King & Co., Inc., the tender and information
agent for the Tender Offers, a total of $807,148,000 aggregate
principal amount of Notes with the two highest acceptance priority
levels (the “Eligible Notes”) had been
validly tendered (and the related consents delivered) and not
validly withdrawn in the Tender Offers. 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. Withdrawal rights for the Notes (and
revocation rights for the related consents) expired at 5:00 p.m.,
New York City time, on March 20, 2018. The table below sets forth
the aggregate principal amount and percentage of the Eligible Notes
validly tendered and not validly withdrawn by the Early Tender Date
that will be accepted for purchase by the Company.
Principal U.S. Early Amount
Percent Principal Acceptance Treasury
Bloomberg Tender Tendered at Tendered
of Title of CUSIP Amount Priority
Reference Reference Fixed Payment
Early Amount Security
Number Outstanding
Level Security
Page Spread(a)
(a)(b) Tender Date
Outstanding 7.875% debentures due 2031(c)
25179SAD2 $1,058,648,000 1
2.75% UST due 2/15/28 FIT1 + 140
bps $30 $384,037,000
36.3% 7.950% debentures due 2032(d) 251799AA0
$788,758,000 2 2.75% UST due
2/15/28 FIT1 + 140 bps
$30 $423,111,000 53.6% 5.850% notes due
2025(d) 25179MAV5 $485,232,000
3 2.75% UST due 2/15/28 FIT1
+ 60 bps $30 —(f)
—(f) 5.600% notes due 2041(d) 25179MAL7
$1,250,000,000 4 2.75% UST due
11/15/47 FIT1 + 135 bps
$30 —(f) —(f) 3.250% notes due
2022(d)(e) 25179MAP8 $1,000,000,000
5 2.625% UST due 2/28/23
FIT1 + 60 bps $30 —(f)
—(f)
(a) The Total Consideration for Eligible 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 March
21, 2018, 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 Financing Company, L.L.C.
(d) Issuer: Devon Energy Corporation.
(e) The 3.250% notes due 2022 are subject to a series tender cap
of $250,000,000.
(f) Notes from such series will not be accepted for purchase by
the Company.
The “Total Consideration” for the
Eligible Notes validly tendered and accepted for purchase pursuant
to the Tender Offers will be determined in the manner described in
the Offer to Purchase at 2:00 p.m., New York City time, on March
21, 2018. Holders of the Eligible 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 Eligible Notes
accepted for purchase. Holders will also receive accrued and unpaid
interest on the 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 March 22, 2018.
The Tender Offers and Consent Solicitations for each series of
Notes will expire at 11:59 p.m., New York City time, on April 3,
2018, 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 and no additional consents
will be accepted in the Consent Solicitations. 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 available cash,
including cash generated from operations and 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.
Devon Energy today also announced that it had received the
requisite consents in connection with the Consent Solicitations to
adopt certain proposed amendments to the indenture governing its
7.950% debentures due 2032 to, among other things, eliminate
substantially all of the restrictive covenants, certain affirmative
covenants and events of default and other related provisions. The
supplemental indenture implementing the proposed amendments with
respect to such Notes will become effective on March 22, 2018.
Information Relating to the Tender Offers and Consent
Solicitations
Citigroup Global Markets Inc., Credit Suisse Securities (USA)
LLC and Wells Fargo Securities, LLC are the Lead Dealer Managers
and Solicitation Agents for the Tender Offers and the Consent
Solicitations, and the Co-Dealer Managers and Solicitation Agents
are BMO Capital Markets Corp., Mizuho Securities USA LLC and Scotia
Capital (USA) Inc. Investors with questions regarding the Tender
Offers or Consent Solicitations may contact Citigroup Global
Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106
(collect), Credit Suisse Securities (USA) LLC at (800) 820-1653
(toll free) or (212) 538-1862 (collect) or Wells Fargo Securities,
LLC at (866) 309-6316 (toll free) or (704) 410-4760 (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 and Consent
Solicitations 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 Consent Solicitations 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 achieving strong returns and
capital-efficient cash flow growth. For more information, visit
www.devonenergy.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20180321005360/en/
Devon Energy CorporationInvestor ContactsScott Coody,
405-552-4735Chris Carr, 405-228-2496Media ContactJohn
Porretto, 405-228-7506
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