DEVON ENERGY CORPORATION (NASDAQ:DVN) Files An 8-K Other Events

Item8.01. Other Events

On December19, 2016, Devon Energy Corporation (the Company)
announced the early tender results, upsizing and pricing of its
tender offers to purchase for cash up to an aggregate principal
amount of the 8.250% notes due 2018 (the 8.250% 2018 Notes), the
2.250% notes due 2018 (the 2.250% 2018 Notes), the 6.300% notes
due 2019 (the 2019 Notes), the 7.500% notes due 2027 (the 2027
Notes), the 7.875% debentures due 2031 (the 2031 Notes), the
7.950% debentures due 2032 (the 2032 Notes), the 5.850% notes due
2025 (the 2025 Notes), the 4.000% notes due 2021, the 5.600%
notes due 2041 and the 3.250% notes due 2022 (collectively, the
Notes) issued by the Company or its subsidiaries, that would not
result in the aggregate purchase price for the Notes, excluding
accrued and unpaid interest, exceeding the aggregate maximum
repurchase amount. The Company amended its tender offers to
increase the previously announced aggregate maximum repurchase
amount from $1 billion to such aggregate amount necessary to pay
the total consideration for all of the 8.250% 2018 Notes, the
2.250% 2018 Notes, the 2019 Notes, the 2027 Notes, the 2031
Notes, the 2032 Notes and the 2025 Notes (collectively, the
Eligible Notes) validly tendered and not validly withdrawn in the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.
The tender offers were made to an offer to purchase dated
December5, 2016, which sets forth the terms and conditions of the
tender offers.

In order to receive additional consideration for tendering early,
holders of the Eligible Notes must have validly tendered and not
validly withdrawn their Eligible Notes at or prior to 5:00 p.m.,
New York City time, on December16, 2016 (the Early Tender Date).
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 to the tender offers.

At the Early Tender Date, holders had validly tendered and not
validly withdrawn approximately $903.9 million of the Eligible
Notes. The Company will accept for purchase all of such Eligible
Notes that have been validly tendered and not validly withdrawn.
Holders will also receive accrued and unpaid interest on 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 December20, 2016.

The tender offers will expire at 11:59 p.m., New York City time,
on January3, 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 of the
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 tender offer documents.

Furnished as Exhibits 99.1 and 99.2 and incorporated herein by
reference are copies of the press releases announcing the early
tender results and upsizing and pricing, respectively, of the
tender offers.

Item9.01. Financial Statements and Exhibits

(d) Exhibits

About DEVON ENERGY CORPORATION (NASDAQ:DVN)