Item 8.01. Other Events
Tender
Offers
On March 21, 2018, Devon Energy Corporation (the
Company
) announced the early tender results, upsizing
and pricing of its previously announced tender offers to purchase for cash up to an aggregate principal amount of 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 5.600% notes due 2041 and the 3.250% notes due 2022 (collectively, the
Notes
) issued by the Company or Devon Financing Company, L.L.C., 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 $1.0 billion to such aggregate
amount necessary to pay the total consideration for all of the 2031 Notes and the 2032 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) validly tendered and not validly withdrawn in the tender offers as of the Early Tender Date (as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 and consent solicitation statement dated March 7, 2018, which sets forth the terms and
conditions of the tender offers and the Companys previously announced solicitations of consents to the adoption of certain proposed amendments to the indentures governing the Notes.
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withdrawn their Eligible Notes at or prior to 5:00 p.m., New York City time, on March 20, 2018 (the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, $807,148,000 million aggregate principal amount of the Eligible Notes were tendered (and the related consents
delivered) and accepted for payment by the Company.
The tender offers and consent solicitations 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 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.
Consent Solicitations
On March 21, 2018, the Company also announced that it had received the requisite consents in connection with the consent solicitations
described above to enter into certain proposed amendments to the indenture governing the 2032 Notes. On March 22, 2018, the Company entered into the Fourth Supplemental Indenture (the
Supplemental Indenture
), among the
Company and The Bank of New York Mellon Trust Company, N.A., to the indenture governing the 2032 Notes.
The Supplemental Indenture became
effective on March 22, 2018. With respect to the 2032 Notes, the Supplemental Indenture (i) alters the notice requirement for optional redemptions, (ii) eliminates substantially all of the restrictive covenants, several affirmative
covenants and certain events of default, (iii) modifies the covenant regarding mergers, consolidations and sales of assets and (iv) eliminates or modifies certain other provisions. A copy of the Supplemental Indenture is attached hereto as
Exhibit 4.1 and is incorporated herein by reference.
Furnished as Exhibits 99.1 and 99.2 and incorporated herein by reference are copies
of the press releases announcing the early tender results, results of consent solicitations and upsizing and pricing, respectively, of the tender offers.