PRELIMINARYSUBJECT TO COMPLETION, DATED NOVEMBER 10, 2021
DEVON ENERGY CORPORATION
Offers to Exchange the Notes Set Forth Below
Registered Under the Securities Act of 1933, as amended
for
Any and All
Outstanding Restricted Notes
Set Forth Opposite the Corresponding Registered Notes
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REGISTERED NOTES
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RESTRICTED NOTES
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$224,079,000 8.250% Notes due 2023
(CUSIP No. 25179M BB8)
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$224,079,000 8.250% Notes due 2023
(CUSIP No. 25179M AW3 AND U0856A AA7)
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$465,268,000 5.250% Notes due 2024
(CUSIP No. 25179M BC6)
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$465,268,000 5.250% Notes due 2024
(CUSIP No. 25179M AX1 AND U0856A AB5)
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$377,557,000 5.250% Notes due 2027
(CUSIP No. 25179M BD4)
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$377,557,000 5.250% Notes due 2027
(CUSIP No. 25179M AY9 AND U0856A AC3)
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$322,488,000 5.875% Notes due 2028
(CUSIP No. 25179M BE2)
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$322,488,000 5.875% Notes due 2028
(CUSIP No. 25179M AZ6 AND U0856A AD1)
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$573,827,000 4.500% Notes due 2030
(CUSIP No. 25179M BF9)
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$573,827,000 4.500% Notes due 2030
(CUSIP No. 25179M BA0 AND U0856A AE9)
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Principal Terms of the Exchange Offers
These are offers
(the exchange offers) by Devon Energy Corporation, a Delaware corporation (Devon, the Company, we, us, our, the Issuer or the Registrant), to exchange
all outstanding unregistered Restricted Notes (as defined below) for an equal principal amount of the respective series of the Companys 8.250% Notes due 2023, 5.250% Notes due 2024, 5.250% Notes due 2027, 5.875% Notes due 2028 and 4.500% Notes
due 2030 (collectively, the Registered Notes) the offers of which have been registered under the Securities Act of 1933, as amended (the Securities Act).
The Company issued the unregistered 8.250% Notes due 2023 (CUSIP No. 25179M AW3 AND U0856A AA7), 5.250% Notes due 2024 (CUSIP No. 25179M AX1 AND U0856A AB5),
5.250% Notes due 2027 (CUSIP No. 25179M AY9 AND U0856A AC3), 5.875% Notes due 2028 (CUSIP No. 25179M AZ6 AND U0856A AD1) and 4.500% Notes due 2030 (CUSIP No. 25179M BA0 AND U0856A AE9) (collectively, the Restricted Notes) on June 9,
2021 in private offers pursuant to which such notes were exchanged for notes of the Companys subsidiary, WPX Energy, Inc. (WPX).
Each of
the exchange offers expires at 5:00 p.m., New York City time, on , 2021, unless the Company extends one or more offers. You may withdraw tenders of
Restricted Notes at any time prior to the expiration of the relevant exchange offer. The exchange offers are not subject to any condition other than that they will not violate applicable law or interpretations of the staff of the Securities and
Exchange Commission (the SEC) and that no proceedings with respect to the exchange offers have been instituted or threatened in any court or by any governmental agency. The exchange offers are not conditioned upon any minimum aggregate
principal amount of Restricted Notes being tendered for exchange. None of the exchange offers is conditioned on the consummation of any of the other exchange offers.
Principal Terms of the Registered Notes
The terms of the
Registered Notes to be issued in the exchange offers are substantially identical in all material respects to the terms of the Restricted Notes, except that the Registered Notes will not be subject to restrictions on transfer or to any increase in
annual interest rate for failure to comply with the Registration Rights Agreement (as defined herein). No public market currently exists for the Registered Notes. The Company does not intend to list the Registered Notes on any securities exchange or
to apply for quotation in any automated dealer quotation system, and, therefore, no active public market is anticipated.
The Registered Notes, like the
Restricted Notes, will be unsecured, unsubordinated obligations of the Company and will rank equally in right of payment with all of the Companys existing and future unsecured, unsubordinated indebtedness.
You should carefully consider the risk factors beginning on page 10 of this prospectus before participating in these exchange
offers.
Each broker-dealer that receives Registered Notes for its own account pursuant to the exchange offers must acknowledge that it will deliver
a prospectus in connection with any resale of such Registered Notes. The letter of transmittal states that, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within
the meaning of the Securities Act.
This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of Registered Notes received in exchange for Restricted Notes that were acquired by such broker-dealer as a result of market-making or other trading activities. The Company has agreed that, for a period of up to 180 days
after the expiration date of the applicable exchange offer, if requested by one or more such broker-dealers, the Company will amend or supplement this prospectus in order to expedite or facilitate the disposition of any Registered Notes by any such
broker-dealers. See Plan of Distribution.
None of the SEC, any state securities commission or other regulatory agency has approved or
disapproved of the Registered Notes or the exchange offers or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is
, 2021.