OKLAHOMA CITY--(BUSINESS WIRE)--
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). 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defined below) validly tendered and not validly withdrawn in the Tender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), which Total
Consideration is equal to approximately $1.1 billion (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”).
The table below sets forth the Total Consideration for the Notes with
the seven highest acceptance priority levels (the “Eligible
Notes”) that will be accepted for purchase.
|
Title of
Security
|
|
CUSIP
Number
|
|
Principal
Amount
Outstanding
|
|
Acceptance
Priority
Level
|
|
U.S. Treasury
Reference
Security
|
|
Bloomberg
Reference
Page
|
|
Fixed
Spread(a)
|
|
Early
Tender
Payment (a)(b)
|
|
Total
Consideration (a)(b)
|
|
8.250% notes due 2018(c)
|
|
674812AK8
|
|
$28,311,000
|
|
1
|
|
1.00% UST due 11/30/18
|
|
FIT1
|
|
+65 bps
|
|
$30
|
|
$1,095.62
|
|
2.250% notes due 2018(d)
|
|
25179MAT0
|
|
$110,452,000
|
|
2
|
|
1.00% UST due 11/30/18
|
|
FIT1
|
|
+65 bps
|
|
$30
|
|
$1,006.85
|
|
6.300% notes due 2019(d)
|
|
25179MAH6
|
|
$198,481,000
|
|
3
|
|
1.00% UST due 11/15/19
|
|
FIT1
|
|
+95 bps
|
|
$30
|
|
$1,076.51
|
|
7.500% notes due 2027(c)
|
|
812007AE2
|
|
$150,000,000
|
|
4
|
|
2.00% UST due 11/15/26
|
|
FIT1
|
|
+180 bps
|
|
$30
|
|
$1,267.92
|
|
7.875% debentures due 2031(e)
|
|
25179SAD2
|
|
$1,250,000,000
|
|
5
|
|
2.25% UST due 8/15/46
|
|
FIT1
|
|
+210 bps
|
|
$30
|
|
$1,267.88
|
|
7.950% debentures due 2032(d)
|
|
251799AA0
|
|
$1,000,000,000
|
|
6
|
|
2.25% UST due 8/15/46
|
|
FIT1
|
|
+225 bps
|
|
$30
|
|
$1,263.83
|
|
5.850% notes due 2025(d)
|
|
25179MAV5
|
|
$850,000,000
|
|
7
|
|
2.00% UST due 11/15/26
|
|
FIT1
|
|
+145 bps
|
|
$30
|
|
$1,135.40
|
|
4.000% notes due 2021(d)
|
|
25179MAK9
|
|
$500,000,000
|
|
8
|
|
1.75% UST due 11/30/21
|
|
FIT1
|
|
+125 bps
|
|
$30
|
|
—(f)
|
|
5.600% notes due 2041(d)
|
|
25179MAL7
|
|
$1,250,000,000
|
|
9
|
|
2.25% UST due 8/15/46
|
|
FIT1
|
|
+235 bps
|
|
$30
|
|
—(f)
|
|
3.250% notes due 2022(d)
|
|
25179MAP8
|
|
$1,000,000,000
|
|
10
|
|
1.75% UST due 11/30/21
|
|
FIT1
|
|
+150 bps
|
|
$30
|
|
—(f)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
The Total Consideration (as defined below) 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 December 19, 2016, 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 OEI Operating, L.L.C.
|
|
|
|
|
|
(d)
|
|
Issuer: Devon Energy Corporation.
|
|
|
|
|
|
(e)
|
|
Issuer: Devon Financing Company, L.L.C.
|
|
|
|
|
|
(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 December 19, 2016. 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 December
16, 2016 (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
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. 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 $62 million on an
annualized basis.
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/20161219006222/en/
Source: Devon Energy Corporation