Devon Energy Corporation (NYSE: DVN) (the “Company” or “Devon
Energy”) today announced that it has commenced tender offers
to purchase for cash up to a maximum repurchase amount of $1
billion for the securities listed in the table below (collectively,
the “Securities”).
Title ofSecurity
CUSIPNumber
PrincipalAmountOutstanding
AcceptancePriorityLevel
U.S.TreasuryReferenceSecurity
BloombergReferencePage
FixedSpread(a)
EarlyTenderPayment(a)(b)
8.250% notesdue 2018(c)
674812AK8 $28,311,000 1
1.00%UST due11/30/18
FIT1 +65 bps $30
2.250% notesdue 2018(d)
25179MAT0 $110,452,000 2
1.00%UST due11/30/18
FIT1 +65 bps $30
6.300% notesdue 2019(d)
25179MAH6 $198,481,000 3
1.00%UST due11/15/19
FIT1 +95 bps $30
7.500% notesdue 2027(c)
812007AE2 $150,000,000 4
2.00%UST due11/15/26
FIT1 +180 bps $30
7.875% debenturesdue 2031(e)
25179SAD2 $1,250,000,000
5
2.25%UST due8/15/46
FIT1 +210 bps $30
7.950% debenturesdue 2032(d)
251799AA0 $1,000,000,000
6
2.25%UST due8/15/46
FIT1 +225 bps $30
5.850% notesdue 2025(d)
25179MAV5 $850,000,000 7
2.00%UST due11/15/26
FIT1 +145 bps $30
4.000% notesdue 2021(d)
25179MAK9 $500,000,000 8
1.75%UST due11/30/21
FIT1 +125 bps $30
5.600% notesdue 2041(d)
25179MAL7 $1,250,000,000
9
2.25%UST due8/15/46
FIT1 +235 bps $30
3.250% notesdue 2022(d)
25179MAP8 $1,000,000,000
10
1.75%UST due11/30/21
FIT1 +150 bps $30
(a) The Total Consideration (as defined below) for
Securities validly tendered prior to or at the Early Tender Date
(as defined below) and accepted for purchase is calculated using
the applicable Fixed Spread (as defined below) and includes the
Early Tender Payment (as defined below). (b) Per $1,000 principal
amount. (c) Issuer: Devon OEI Operating, L.L.C. (d) Issuer: Devon
Energy Corporation. (e) Issuer: Devon Financing Company, L.L.C.
The tender offers consist of offers to purchase for cash the
Securities listed in the table above up to the aggregate maximum
repurchase amount of $1 billion (the “Aggregate Maximum Repurchase Amount”). The Company
refers investors to the Offer to Purchase, dated December 5, 2016
(the “Offer to Purchase”), for the
complete terms and conditions of the tender offers.
The tender offers will expire at 11:59 p.m., New York City time,
on January 3, 2017, unless extended or earlier terminated (such
date and time, as the same may be extended, the “Expiration Date”). Holders of Securities must
validly tender and not validly withdraw their Securities prior to
or at 5:00 p.m., New York City time, on December 16, 2016, unless
extended or earlier terminated (such date and time, as the same may
be extended, the “Early Tender Date”),
to be eligible to receive the Total Consideration, which includes
the early tender payment of $30 per $1,000 principal amount of
Securities (the “Early Tender
Payment”). Holders of Securities who validly tender their
Securities after the Early Tender Date but prior to or at the
Expiration Date will be eligible to receive an amount equal to the
Total Consideration minus the Early Tender Payment.
All Securities tendered prior to or at the Early Tender Date
will have priority over Securities tendered after the Early Tender
Date. Subject to applicable law, the Company may increase or
decrease the Aggregate Maximum Repurchase Amount in its sole
discretion.
Securities may be validly withdrawn at any time prior to or at
5:00 p.m., New York City time, on December 16, 2016, unless such
date and time is extended or earlier terminated by the Company, but
not thereafter.
The “Total Consideration” for each
$1,000 principal amount of each series of Securities validly
tendered and accepted for purchase pursuant to the applicable
tender offers will be determined in the manner described in the
Offer to Purchase by reference to a fixed spread specified for such
Securities (the “Fixed Spread”) in the
table above plus the yield to maturity based on the bid-side price
of the applicable U.S. Treasury Reference Security specified in the
table above at 2:00 p.m., New York City time, on December 19, 2016,
unless extended or earlier terminated.
Holders will also receive accrued and unpaid interest on
Securities 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 Securities, which date is
anticipated to be (i) December 20, 2016, in the case of the
Securities tendered prior to or at the Early Tender Date and
accepted for purchase pursuant to a tender offer, and (ii) January
4, 2017, in the case of the Securities tendered after the Early
Tender Date and accepted for purchase pursuant to a tender
offer.
Devon Energy will fund the tender offers with 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.
The tender offers are subject to the satisfaction or waiver of
certain conditions specified in the Offer to Purchase but the
tender offers are not subject to minimum tender conditions.
Following the completion of the tender offers, the Company or its
affiliates may purchase additional Securities in the open market,
in privately negotiated transactions, through tender or exchange
offers, or otherwise, or the applicable issuer may redeem
Securities that the issuer is permitted to redeem pursuant to their
terms. The Company is not obligated to redeem any Securities that
are not tendered and accepted in the tender offers.
Information Relating to the Tender Offers
The Offer to Purchase for all of the Securities is being
distributed to holders beginning today. Barclays Capital Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
Stanley & Co., LLC and RBC Capital Markets, LLC are the Lead
Dealer Managers for the tender offers and the Co-Dealer Managers
are Credit Suisse Securities (USA) LLC, MUFG Securities Americas
Inc., UBS Securities LLC and Wells Fargo Securities, LLC. Investors
with questions regarding the tender offers may contact Barclays
Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581
(collect), BofA Merrill Lynch at (888) 292-0070 (toll-free) or
(980) 387-3907 (collect), Morgan Stanley at (800) 624-1808
(toll-free) or (212) 761-1057 (collect) or RBC Capital Markets LLC
at (877) 381-2099 (toll-free) or (212) 618-7822 (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).
None of the Company or its affiliates, their respective boards
of directors, the dealer managers, the tender and information agent
or the trustee with respect to any series of Securities is making
any recommendation as to whether holders should tender any
Securities in response to any of the tender offers, and neither the
Company nor any such other person has authorized any person to make
any such recommendation. Holders must make their own decision as to
whether to tender any of their Securities, and, if so, the
principal amount of Securities to tender.
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 Securities and the tender offers do not constitute offers to
buy or the solicitation of offers to sell Securities in any
jurisdiction or in any circumstances in which such offers or
solicitations are unlawful. The full details of the tender offers,
including complete instructions on how to tender Securities, are
included in the Offer to Purchase. Holders 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 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 operates in several of the
most prolific oil and natural gas plays in the U.S. and Canada with
an emphasis on a balanced portfolio. The Company is the
second-largest oil producer among North American onshore
independents. For more information, visit www.devonenergy.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20161205006337/en/
Devon Energy CorporationInvestor ContactsScott Coody,
405-552-4735Chris Carr, 405-228-2496Media ContactJohn
Porretto, 405-228-7506
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