Devon Energy Corporation (NYSE: DVN) (the “Company” or “Devon”)
announced today that (i) as of 5:00 p.m., New York
City time, on May 21, 2021 (the “Original Early
Tender Deadline”), $1,958,718,000 in aggregate principal
amount of the outstanding notes of WPX Energy, Inc., a
wholly-owned, direct subsidiary of Devon, listed in the table below
(the “WPX Notes”), 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withdrawn in connection with its previously announced private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 (the “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 (the “Extended
Early Tender Deadline”).
As of May 21, 2021, Devon has received the requisite consents
from eligible noteholders to amend the WPX Notes and related
indenture under which they were issued (as supplemented, the “WPX
Indenture”). WPX Notes validly tendered and not validly
withdrawn and that are accepted for exchange will be exchanged for
new notes issued by Devon (the “Devon Notes”) on the settlement
date, which is expected to be on June 9, 2021, and the
applicable consideration will be paid to the holders of such WPX
Notes on such date, unless the Exchange Offers and Consent
Solicitations are extended or terminated.
WPX will enter into supplemental indentures to eliminate or
revise certain of the restrictive covenants applicable to such
series of WPX Notes, including the merger covenant, events of
default other than payment-related events of default and to reduce
to 3 business days the minimum period for notices of redemption and
make certain other changes conforming the WPX Notes to the
redemption provisions of the existing outstanding Devon
Notes. The supplemental indentures will become
effective upon their execution and delivery, but the amendments
will not become operative until we accept the WPX Notes for
exchange and pay the applicable consideration.
Withdrawal rights for the Exchange Offers and Consent
Solicitations expired at 5:00 p.m., New York
City time, on May 21, 2021. Holders may no longer
withdraw tendered WPX Notes or revoke consents, except as required
by applicable law.
As of the Original Early Tender Deadline, the following
principal amounts of each series of WPX Notes had been validly
tendered and not validly withdrawn (and consents thereby validly
given and not validly revoked):
CUSIP |
Aggregate Principal |
Title of Series of WPX Notes |
WPX Notes Tendered by the Original Early Tender
Deadline |
Amount Outstanding |
Principal Amount |
Percentage |
98212BAG8 |
$ |
242,374,000 |
8.250% Notes due 2023 |
$ |
224,079,000 |
92.45% |
98212BAE3 |
$ |
472,230,000 |
5.250% Notes due 2024 |
$ |
465,268,000 |
98.53% |
98212BAJ2 |
$ |
390,000,000 |
5.250% Notes due 2027 |
$ |
377,554,000 |
96.81% |
98212BAM5 |
$ |
325,000,000 |
5.875% Notes due 2028 |
$ |
322,388,000 |
99.20% |
98212BAL7 |
$ |
585,000,000 |
4.500% Notes due 2030 |
$ |
569,429,000 |
97.34% |
|
|
Total: |
$ |
1,958,718,000 |
97.23% |
The Exchange Offers and Consent Solicitations are being made
upon the terms and conditions set forth in the Offer to Exchange
and Consent Solicitation Statement, dated May 10,
2021 (the “Offer to Exchange”). Each Exchange Offer and
Consent Solicitation will expire at 11:59 p.m., New York
City time, on June 7, 2021, unless such date is extended
or earlier terminated (such date and time, as they may be extended,
the “Expiration Date”). Devon reserves the right to
terminate, withdraw, amend or extend one or more of the Exchange
Offers and Consent Solicitations in its discretion, subject to the
terms and conditions set forth in the Offer to Exchange.
Eligible holders who validly tender their WPX Notes by the
Extended Early Tender Deadline, which is the same date as the
Expiration Date, are eligible to receive, subject to the terms and
conditions set forth in the Offer to Exchange, Devon Notes in the
same principal amount as the WPX Notes tendered therefor plus cash
consideration of $1.00 per $1,000 principal
amount of WPX Notes tendered (the “Cash Consideration”).
Interest on each Devon Note will accrue from (and including) the
last interest payment date on which interest was paid on the
corresponding WPX Note tendered in exchange for such Devon Note,
and, accordingly, no accrued interest will be paid on the
settlement date in respect of WPX Notes accepted for exchange,
except as set forth in the Offer to Exchange with respect to cash
paid in lieu of Devon Notes not delivered.
Subject to the terms and conditions set forth in the Offer to
Exchange, each eligible noteholder exchanging WPX Notes in the
Exchange Offers will be eligible to receive, in exchange for the
WPX Notes validly tendered and not validly withdrawn, Devon Notes
having the same interest payment and maturity dates, interest rate
and, except as set forth in the Offer to Exchange, redemption
provisions as the corresponding series of WPX Notes
exchanged.
Devon’s obligation to accept and exchange the WPX Notes validly
tendered pursuant to the Exchange Offers is subject to customary
conditions, as set forth in the Offer to Exchange. The
Exchange Offers and Consent Solicitations are not conditioned upon
the tender of any minimum aggregate principal amount of the WPX
Notes or the receipt of the requisite consents in any of the
Consent Solicitations.
Holders validly tendering their WPX Notes will be deemed to have
delivered consents to the amendments with respect to such tendered
WPX Notes. Holders will not be permitted to tender their WPX
Notes without delivering consents or to deliver consents without
tendering their WPX Notes.
This press release is issued pursuant to Rule 135c under the
Securities Act of 1933, as amended (the “Securities Act”).
This press release is neither an offer to sell nor the solicitation
of an offer to buy the Devon Notes or any other securities and
shall not constitute an offer, solicitation or sale in any
jurisdiction in which, or to any person to whom, such an offer,
solicitation or sale is unlawful. The Exchange Offers have
not been and will not be registered under the Securities Act, or
the securities laws of any other jurisdiction. The Devon
Notes will be issued in reliance upon exemptions from, or in
transactions not subject to, registration under the Securities
Act. The Devon Notes will be offered for exchange only (1) to
qualified institutional buyers as defined in Rule 144A under
the Securities Act in reliance on the exemption provided by Section
4(a)(2) of the Securities Act and (2) outside the United
States to persons other than U.S. persons (as defined in Rule
902 under the Securities Act) in reliance upon Regulation S under
the Securities Act. The Devon Notes may not be offered, sold,
pledged or otherwise transferred in the United
States absent registration or an applicable exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and other applicable securities laws.
The Exchange Offers and Consent Solicitations are being made
only pursuant to the Offer to Exchange. The Offer to Exchange
and other documents relating to the Exchange Offers and Consent
Solicitations will be distributed only to holders who confirm that
they are within the categories of eligible participants in the
Exchange Offers. None of Devon, Devon’s subsidiaries, its and
their respective directors or officers, the dealer managers and
solicitation agents, the exchange agent, the information agent, any
trustee for the Devon Notes or the WPX Notes, their respective
affiliates, or any other person is making any recommendation as to
whether holders should tender their WPX Notes in the Exchange
Offers.
Holders who desire a copy of the eligibility letter should
contact D.F. King & Co., Inc., the information and exchange
agent for the Exchange Offers and Consent Solicitations, at (800)
870-0653 (Toll-free). Banks and brokers should call (212) 269-5550.
The eligibility letter may also be found here:
www.dfking.com/devon. D.F. King & Co., Inc. will also provide
copies of the Offer to Exchange to eligible holders.
In connection with the Exchange Offers and as described in
greater detail in the Offer to Exchange, Devon will enter into a
registration rights agreement, pursuant to which Devon will be
obligated to use commercially reasonable efforts to file with the
U.S. Securities and Exchange Commission (the “SEC”) and cause to
become effective a registration statement with respect to an offer
to exchange each series of Devon Notes for new notes and to use
commercially reasonable efforts to file a shelf registration
statement to cover resales of the Devon Notes under the Securities
Act in the event that Devon determines that a registered exchange
offer is not available or may not be completed.
The complete terms and conditions of the Exchange Offers and
Consent Solicitations are set forth in the Offer to Exchange. The
Exchange Offers are only being made pursuant to the Offer to
Exchange. The Exchange Offers are not being made to holders of WPX
Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other
laws of such jurisdiction. The Devon Notes have not been and will
not be approved or disapproved by any regulatory authority, nor has
any such authority passed upon the accuracy or adequacy of the
Offer to Exchange.
ABOUT DEVON ENERGY
Devon Energy is a leading oil and gas producer in the U.S. with
a premier multi-basin portfolio headlined by a world-class acreage
position in the Delaware Basin. Devon’s disciplined cash-return
business model is designed to achieve strong returns, generate free
cash flow and return capital to shareholders, while focusing on
safe and sustainable operations.
Investor Contacts |
Media Contact |
Scott Coody, 405-552-4735 |
Lisa Adams, 405-228-1732 |
Chris Carr, 405-228-2496 |
|
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 Exchange Offers or Consent Solicitations and the other
risks identified in the Offer to Exchange, the Company’s Annual
Report on Form 10-K and its other filings with the SEC. Investors
are cautioned that any such statements are not guarantees of future
performance and that actual results or developments may differ
materially and adversely 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, and expressly disclaims, any duty to update or
revise its forward-looking statements based on new information,
future events or otherwise.
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