DEVON ENERGY CORP/DE DE OK false 0001090012 0001090012 2021-05-24 2021-05-24












Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 24, 2021



Devon Energy Corporation

(Exact name of registrant as specified in its charter)




DELAWARE   001-32318   73-1567067
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (405) 235-3611

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class




Name of each exchange
on which registered

Common Stock, par value $0.10 per share   DVN   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 8.01

Other Events

On May 24, 2021, Devon Energy Corporation (the “Company”) announced that (i) as of 5:00 p.m., New York City time, on May 21, 2021, $1,958,718,000 in aggregate principal amount of certain outstanding notes (the “WPX Notes”) of WPX Energy, Inc., a wholly-owned, direct subsidiary of the Company (“WPX”), representing approximately 97.23% of the total outstanding principal amount of the WPX Notes and at least a majority of the aggregate outstanding principal amount of each series of WPX Notes, had been validly tendered and not validly withdrawn in connection with its previously announced private exchange offers (the “Exchange Offers”) and related consent solicitations with respect to the WPX Notes and (ii) the early tender deadline has been extended until 11:59 p.m., New York City time, on June 7, 2021.

A copy of the press release announcing the (i) early tender results of the Exchange Offers and (ii) extension of the early tender deadline is hereby incorporated by reference and attached hereto as Exhibit 99.1.

This report does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.


Item 9.01

Financial Statements and Exhibits





Exhibit No.



        99.1    Press Release dated May 24, 2021.
        104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 24, 2021      

/s/ Jeffrey L. Ritenour

      Jeffrey L. Ritenour
      Executive Vice President and Chief Financial Officer
Devon Energy (NYSE:DVN)
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