DEVON ENERGY CORPORATION (NYSE:DVN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On June5, 2018, Devon Energy Corporation (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”), solely for certain purposes described therein, with Devon Gas Services, L.P., an indirect wholly-owned subsidiary of the Company (“DGS”), Southwestern Gas Pipeline, L.L.C., an indirect wholly-owned subsidiary of the Company (“Southwestern Gas”), EnLink Midstream Manager, LLC, an indirect wholly-owned subsidiary of the Company (“Manager”), acting solely in its individual capacity and not in its capacity as managing member of ENLC (as defined below), and GIP III Stetson I, L.P. (“MLP Acquiror”) and GIP III Stetson II, L.P. (“ENLC Acquiror”), affiliates of Global Infrastructure Partners.
to the terms of the Purchase Agreement, (a)DGS will transfer to ENLC Acquiror 115,495,669 common units representing limited liability company interests in EnLink Midstream, LLC (“ENLC”), (b) DGS will transfer to MLP Acquiror (i) 87,128,717 common units representing limited partner interests in EnLink Midstream Partners, LP (the “MLP”) and (ii)all of the outstanding limited liability company interests in Manager and (c)Southwestern Gas will transfer to MLP Acquiror 7,531,883 common units representing limited partner interests in the MLP for aggregate consideration of $3,125,000,000.
The Purchase Agreement includes customary representations, warranties and covenants, as well as certain indemnity obligations. Closing of the transactions contemplated by the Purchase Agreement is subject to certain conditions, including, among others, certain matters related to the MLP’s and ENLC’s revolving credit facilities, and the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Purchase Agreement also contains certain termination rights for the parties, including if the closing of the transactions contemplated by the Purchase Agreement does not occur by September4, 2018, subject to certain conditions and possible extension rights.
The Company controls ENLC and the MLP through its ownership of the Manager, and certain of the directors of the Manager and the general partner of the MLP are also directors or officers of the Company. In addition, the Company, ENLC, the MLP and their respective subsidiaries are party together to various gathering, processing and transportation agreements, as well as other arrangements and transactions.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.
| Item 1.01 | Regulation FD Disclosure. |
On June6, 2018, the Company issued a press release in connection with the Purchase Agreement described in Item 1.01 above.
The information in Item 1.01 of this Current Report and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 1.01 of this Current Report and in Exhibit 99.1 attached hereto shall not be incorporated by reference into any registration statement or other document to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
| Item 1.01 | Financial Statements and Exhibits. |
(d)Exhibits
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ExhibitNo. |
Description of Exhibits |
| 2.1* | Purchase Agreement, dated June 5, 2018, by and among Devon Gas Services, L.P., Southwestern Gas Pipeline, L.L.C., EnLink Midstream Manager, LLC, GIP III Stetson I, L.P., GIP III Stetson II, L.P. and, solely for certain purposes described therein, Devon Energy Corporation. |
| 99.1 | Press release dated June6, 2018. |
*Schedules and exhibits have been omitted to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
DEVON ENERGY CORP/DE ExhibitEX-2.1 2 d603494dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 EXECUTION VERSION PURCHASE AGREEMENT BY AND AMONG DEVON GAS SERVICES,…To view the full exhibit click here
About DEVON ENERGY CORPORATION (NYSE:DVN)
Devon Energy Corporation (Devon) is an independent energy company engaged in the exploration, development and production of oil, natural gas and natural gas liquids (NGLs). The Company’s operations are concentrated in various North American onshore areas in the United States and Canada. The Company also produces over 1.6 billion cubic feet of natural gas a day and approximately 135 thousand barrels of NGLs per day. The Company operates through three segments: U.S., Canada and EnLink. Devon’s U.S. and Canadian segments are engaged in oil and gas exploration and production activities. EnLink’s operations consist of midstream assets and operations located across the United States. Its projects include Delaware Basin, STACK, Eagle Ford, Rockies Oil, Heavy Oil, Barnett Shale, and other assets, which are located in the Midland Basin, east Texas, Granite Wash and Mississippian-Lime areas. In addition, the Company holds interest in Jackfish and Pike.
