Devon Energy Corporation (NYSE: DVN) (the “Company” or “Devon
Energy”) today announced the consideration payable in
connection with its previously announced tender offers (the
“Tender Offers”) to purchase for cash
up to an aggregate principal amount of the securities listed in the
table below (collectively, the “Notes”) that would not result in the aggregate
amount that all holders of the Notes are entitled to receive,
excluding accrued and unpaid interest, for their Notes that are
validly tendered and accepted for purchase in the Tender Offers,
exceeding the Aggregate Maximum Repurchase Amount (as defined
below). The Company amended the Tender Offers to increase the
Aggregate Maximum Repurchase Amount from initially $1.0 billion to
such aggregate amount necessary to pay the Total Consideration (as
defined below) for all of the Eligible Notes (as defined below)
validly tendered and not validly withdrawn in the Tender Offers as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 (as amended,
the “Aggregate Maximum Repurchase
Amount”). All other terms of the Tender Offers and the
related consent solicitations, as previously announced, remain
unchanged. The Tender Offers were made pursuant to the terms and
conditions set forth in the offer to purchase and consent
solicitation statement, dated March 7, 2018 (the “Offer to Purchase”).
The table below sets forth the Total Consideration for the Notes
with the two highest acceptance priority levels (the “Eligible Notes”) that will be accepted for
purchase.
Title ofSecurity
CUSIPNumber
PrincipalAmountOutstanding
AcceptancePriorityLevel
U.S.TreasuryReference
Security
BloombergReferencePage
FixedSpread(a)
EarlyTenderPayment(a)(b)
TotalConsideration(a)(b)
7.875% debentures due 2031(c) 25179SAD2
$1,058,648,000 1 2.75% UST due 2/15/28
FIT1 + 140 bps $30
$1,364.43 7.950% debentures due 2032(d)
251799AA0 $788,758,000 2
2.75% UST due 2/15/28 FIT1 + 140 bps
$30 $1,382.94 5.850% notes due 2025(d)
25179MAV5 $485,232,000 3
2.75% UST due 2/15/28 FIT1
+ 60 bps $30 —(f) 5.600% notes
due 2041(d) 25179MAL7 $1,250,000,000
4 2.75% UST due 11/15/47
FIT1 + 135 bps $30 —(f)
3.250% notes due 2022(d)(e) 25179MAP8
$1,000,000,000 5 2.625% UST due 2/28/23
FIT1 + 60 bps $30
—(f) (a) The Total Consideration was
calculated on the basis of pricing for the U.S. Treasury Reference
Security as of 2:00 p.m., New York City time, on March 21, 2018,
and includes the applicable Fixed Spread and Early Tender Payment
set forth in the table above. (b) Per $1,000 principal
amount. (c) Issuer: Devon Financing Company, L.L.C.
(d) Issuer: Devon Energy Corporation. (e) The 3.250% notes
due 2022 are subject to a series tender cap of $250,000,000.
(f) Notes from such series will not be accepted for purchase by the
Company.
The “Total Consideration” listed in
the table above for each $1,000 principal amount of the Eligible
Notes was determined at 2:00 p.m., New York City time, on March 21,
2018. Only holders of the Eligible Notes who validly tendered and
did not validly withdraw such Eligible Notes at or prior to the
previously announced early tender date and time of 5:00 p.m., New
York City time, on March 20, 2018 (the “Early
Tender Date”) are eligible to receive the Total
Consideration for such Eligible Notes accepted for purchase.
The Company will accept for purchase all of the Eligible Notes
that have been validly tendered and not validly withdrawn. Since
the Total Consideration payable with respect to such 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. Holders will also receive accrued
and unpaid interest on the Eligible Notes validly tendered and
accepted for purchase from the last interest payment date up to,
but not including, the date the Company makes payment for such
Eligible Notes, which date is anticipated to be March 22, 2018.
The Tender Offers 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. Any Notes tendered
after the Early Tender Date, together with all 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 Offer
to Purchase.
Devon Energy will fund the Tender Offers with available cash,
including cash generated from operations and 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. After giving effect
to the purchase by the Company of the Notes validly tendered and
accepted for purchase in the Tender Offers, the Company estimates
that its total cash interest expense will be reduced by
approximately $64 million on an annualized basis.
Information Relating to the Tender Offers and Consent
Solicitations
Citigroup Global Markets Inc., Credit Suisse Securities (USA)
LLC and Wells Fargo Securities, LLC are the Lead Dealer Managers
and Solicitation Agents for the Tender Offers and the related
consent solicitations, and the Co-Dealer Managers and Solicitation
Agents are BMO Capital Markets Corp., Mizuho Securities USA LLC and
Scotia Capital (USA) Inc. Investors with questions regarding the
Tender Offers or related consent solicitations may contact
Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or
(212) 723-6106 (collect), Credit Suisse Securities (USA) LLC at
(800) 820-1653 (toll free) or (212) 538-1862 (collect) or Wells
Fargo Securities, LLC at (866) 309-6316 (toll free) or (704)
410-4760 (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).
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 Notes and the Tender Offers do not constitute offers to buy or
the solicitation of offers to sell the Notes in any jurisdiction or
in any circumstances in which such offers or solicitations are
unlawful. The full details of the Tender Offers and related consent
solicitations are included in the Offer to Purchase. Holders of the
Notes 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 the related consent solicitations 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 Energy operates in several
of the most prolific oil and natural gas plays in the U.S. and
Canada with an emphasis on achieving strong returns and
capital-efficient cash flow growth. For more information, visit
www.devonenergy.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20180321006145/en/
Devon Energy CorporationInvestor ContactsScott Coody,
405-552-4735Chris Carr, 405-228-2496Media ContactJohn
Porretto, 405-228-7506
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