Devon Energy Corporation (NYSE: DVN) (the “Company” or “Devon”)
announced today that it is commencing private exchange offers (the
“Exchange Offers”) and related consent solicitations (the “Consent
Solicitations”) with respect to the series of outstanding notes of
WPX Energy, Inc., a wholly-owned, direct subsidiary of Devon,
listed in the table below (the “WPX Notes”).
Pursuant to the Exchange Offers, Devon is offering
to issue, in a private offering to eligible noteholders, and for
the consideration set forth in the table below, new notes (the
“Devon Notes”) in exchange for any and all (to the extent held by
eligible holders) of the approximately $2.0 billion aggregate
principal amount of the outstanding WPX Notes. In addition,
pursuant to the Consent Solicitations, Devon is soliciting consents
from the eligible noteholders to amend the WPX Notes and related
indenture under which they were issued (as supplemented, the “WPX
Indenture”).
Title of Series of WPX |
CUSIP Number of WPX Notes |
Maturity Date |
Aggregate Principal Amount
Outstanding |
Corresponding Series of Devon Notes to be Issued in
Exchange for WPX Notes |
Consideration per $1,000 Principal Amount of WPX Notes
Tendered |
Tendered After Early Tender Deadline |
Tendered by Early Tender Deadline |
Cash Consideration |
Principal Amount of Devon Notes
Issued(1) |
Cash Consideration(2) |
Principal Amount of Devon Notes
Issued(1) |
8.250% Notes due 2023 |
98212BAG8 |
August 1, 2023 |
$242,374,000 |
8.250% Notes due 2023 |
– |
$970 |
$1.00 |
$1,000 |
5.250% Notes due 2024 |
98212BAE3 |
September 15, 2024 |
$472,230,000 |
5.250% Notes due 2024 |
– |
$970 |
$1.00 |
$1,000 |
5.250% Notes due 2027 |
98212BAJ2 |
October 15, 2027 |
$390,000,000 |
5.250% Notes due 2027 |
– |
$970 |
$1.00 |
$1,000 |
5.875% Notes due 2028 |
98212BAM5 |
June 15, 2028 |
$325,000,000 |
5.875% Notes due 2028 |
– |
$970 |
$1.00 |
$1,000 |
4.500% Notes due 2030 |
98212BAL7 |
January 15, 2030 |
$585,000,000 |
4.500% Notes due 2030 |
– |
$970 |
$1.00 |
$1,000 |
|
(1) |
Principal amount of Devon Notes to be issued in exchange for each
$1,000 principal amount of WPX Notes validly tendered and accepted
for exchange. |
|
(2) |
Per $1,000 principal amount of WPX Notes validly tendered and not
validly withdrawn by the Early Tender Deadline (as defined below)
and accepted for exchange. |
|
|
|
The Exchange Offers and Consent Solicitations are
being made upon the terms and conditions set forth in an Offer to
Exchange and Consent Solicitation Statement dated May 10, 2021 (the
“Offer to Exchange”), copies of which will be made available to
holders of the WPX Notes eligible to participate in the Exchange
Offers. 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”). Tendered WPX Notes may not be
withdrawn and consents may not be revoked after 5:00 p.m., New York
City time, on May 21, 2021, unless extended or earlier terminated,
except as required by applicable law. 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.
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. Eligible holders who validly tender and do not
validly withdraw their tendered WPX Notes by 5:00 p.m., New York
City time, on May 21, 2021 (such date and time, as they may be
extended, the “Early Tender Deadline”) will be 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”).
Eligible noteholders who validly tender their WPX Notes after the
Early Tender Deadline but on or prior to the Expiration Date will
be eligible to receive $970 principal amount of the applicable
series of Devon Notes per $1,000 principal amount of WPX Notes
validly tendered, but not the Cash Consideration (the “Exchange
Consideration”). Settlement of the Exchange Offers is expected to
occur on or about June 9, 2021, unless Devon extends the Expiration
Date or terminates the Exchange Offers. 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.
The Devon Notes will be issued in denominations of
$2,000 and integral multiples of $1,000 in excess thereof. If the
principal amount of Devon Notes validly tendered after the Early
Tender Deadline that would otherwise be required to be delivered in
exchange for a tender of WPX Notes would not equal $2,000 or an
integral multiple of $1,000 in excess thereof, it will be rounded
down to $2,000 or the nearest integral multiple of $1,000 in excess
thereof, and Devon will pay cash equal to the remaining portion of
the Exchange Consideration for such WPX Notes plus accrued and
unpaid interest with respect to that portion. No tender of WPX
Notes will be accepted after the Early Tender Deadline, however, if
it would result in the issuance of less than $2,000 principal
amount of Devon Notes.
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.
In the Consent Solicitations, Devon is soliciting
the consents of the eligible holders to amend the WPX Notes and the
WPX Indenture to eliminate or revise certain of the restrictive
covenants, 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 conforming changes to the redemption provisions of the
existing outstanding Devon Notes. Consents of the holders of not
less than a majority in principal amount of each series of WPX
Notes must be obtained for the amendments to be effective to such
series of WPX Notes and to the WPX Indenture. 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 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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