OKLAHOMA CITY--(BUSINESS WIRE)--
Devon Energy Corporation (NYSE: DVN) (the “Company”
or “Devon Energy”) today announced the
early tender results for 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). In addition, the Company has amended the Tender Offers
to increase the previously announced Aggregate Maximum Repurchase Amount
from $1 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defined below) validly tendered and not validly withdrawn in the Tender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) (as amended, the “Aggregate
Maximum Repurchase Amount”). All other terms of the Tender
Offers, as previously announced, remain unchanged. The Tender Offers
were made pursuant to the terms and conditions set forth in the offer to
purchase, dated December 5, 2016 (the “Offer to
Purchase”).
As of the previously announced early tender date and time of 5:00 p.m.,
New York City time, on December 16, 2016 (the “Early
Tender Date”), according to information provided by D.F. King &
Co., Inc., the tender and information agent for the Tender Offers, a
total of $899,996,000 aggregate principal amount of Notes with the seven
highest acceptance priority levels (the “Eligible
Notes”) had been validly tendered and not validly withdrawn in
the Tender Offers. Since the Total Consideration payable with respect to
all of the 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. Withdrawal rights
for the Notes expired at 5:00 p.m., New York City time, on December 16,
2016. The table below sets forth the aggregate principal amount and
percentage of the Eligible Notes validly tendered and not validly
withdrawn by the Early Tender Date that will be accepted for purchase by
the Company.
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Title of
Security
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CUSIP
Number
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Principal
Amount
Outstanding
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Acceptance
Priority
Level
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U.S.
Treasury
Reference
Security
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Bloomberg
Reference
Page
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Fixed
Spread(a)
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Early
Tender
Payment
(a)(b)
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Principal
Amount
Tendered at
Early
Tender
Date
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Percent Tendered of Amount Outstanding
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8.250% notes due 2018(c)
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674812AK8
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$28,311,000
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1
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1.00% UST due 11/30/18
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FIT1
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+65 bps
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$30
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$8,004,000
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28.3%
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2.250% notes due 2018(d)
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25179MAT0
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$110,452,000
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2
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1.00% UST due 11/30/18
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FIT1
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+65 bps
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$30
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$15,682,000
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14.2%
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6.300% notes due 2019(d)
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25179MAH6
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$198,481,000
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3
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1.00% UST due 11/15/19
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FIT1
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+95 bps
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$30
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$36,137,000
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18.2%
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7.500% notes due 2027(c)
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812007AE2
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$150,000,000
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4
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2.00% UST due 11/15/26
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FIT1
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+180 bps
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$30
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$76,711,000
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51.1%
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7.875% debentures due 2031(e)
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25179SAD2
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$1,250,000,000
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5
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2.25% UST due 8/15/46
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FIT1
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+210 bps
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$30
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$191,352,000
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15.3%
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7.950% debentures due 2032(d)
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251799AA0
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$1,000,000,000
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6
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2.25% UST due 8/15/46
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FIT1
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+225 bps
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$30
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$211,242,000
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21.1%
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5.850% notes due 2025(d)
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25179MAV5
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$850,000,000
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7
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2.00% UST due 11/15/26
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FIT1
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+145 bps
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$30
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$360,868,000
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42.5%
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4.000% notes due 2021(d)
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25179MAK9
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$500,000,000
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8
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1.75% UST due 11/30/21
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FIT1
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+125 bps
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$30
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—(f)
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—(f)
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5.600% notes due 2041(d)
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25179MAL7
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$1,250,000,000
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9
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2.25% UST due 8/15/46
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FIT1
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+235 bps
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$30
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—(f)
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—(f)
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3.250% notes due 2022(d)
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25179MAP8
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$1,000,000,000
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10
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1.75% UST due 11/30/21
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FIT1
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+150 bps
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$30
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—(f)
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—(f)
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(a) The Total Consideration (as defined below) for Notes validly
tendered prior to or at the Early Tender Date and accepted for
purchase will be
calculated on the basis of pricing for the
U.S. Treasury Reference Security as of 2:00 p.m., New York City
time, on December 19, 2016, and includes the
applicable Fixed
Spread and Early Tender Payment set forth in the table above.
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(b) Per $1,000 principal amount.
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(c) Issuer: Devon OEI Operating, L.L.C.
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(d) Issuer: Devon Energy Corporation.
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(e) Issuer: Devon Financing Company, L.L.C.
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(f) Notes from such series will not be accepted for purchase by the
Company.
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The “Total Consideration” for the Eligible
Notes validly tendered and accepted for purchase pursuant to the Tender
Offers will be determined in the manner described in the Offer to
Purchase at 2:00 p.m., New York City time, on December 19, 2016. Holders
of the Eligible Notes validly tendered and not validly withdrawn at or
prior to the Early Tender Date are eligible to receive the Total
Consideration for any such Eligible Notes accepted for purchase. Holders
will also receive accrued and unpaid interest on the Eligible Notes
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 Eligible Notes, which date is anticipated to be
December 20, 2016.
The Tender Offers will expire at 11:59 p.m., New York City time, on
January 3, 2017, 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 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.
Information Relating to the Tender Offers
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).
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 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 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 a
balanced portfolio. The Company is the second-largest oil producer among
North American onshore independents. For more information, visit www.devonenergy.com.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161219005371/en/
Source: Devon Energy Corporation