DEVON ENERGY CORPORATION (NYSE:DVN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement

The disclosure in Item 1.01 regarding the Supplemental Indenture (as defined below) is incorporated herein by reference.

Item 1.01. Other Events

Tender Offers

On March21, 2018, Devon Energy Corporation (the “Company”) announced the early tender results, upsizing and pricing of its previously announced tender offers to purchase for cash up to an aggregate principal amount of 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 5.600% notes due 2041 and the 3.250% notes due 2022 (collectively, the “Notes”) issued by the Company or Devon Financing Company, L.L.C., 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 $1.0billion to such aggregate amount necessary to pay the total consideration for all of the 2031 Notes and the 2032 Notes (collectively, the “Eligible Notes”) validly tendered and not validly withdrawn in the tender offers as of the Early Tender Date (as defined below), which total consideration is equal to approximately $1.1billion. The tender offers were made to an offer to purchase and consent solicitation statement dated March7, 2018, which sets forth the terms and conditions of the tender offers and the Company’s previously announced solicitations of consents to the adoption of certain proposed amendments to the indentures governing the Notes.

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additional consideration for tendering early, holders of the Eligible Notes must have validly tendered and not validly withdrawn their Eligible Notes at or prior to 5:00 p.m., New York City time, on March20, 2018 (the “Early Tender Date”).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, $807,148,000million aggregate principal amount of the Eligible Notes were tendered (and the related consents delivered) and accepted for payment by the Company.

The tender offers and consent solicitations will expire at 11:59 p.m., New York City time, on April3, 2018, 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 and no additional consents will be accepted in the consent solicitations. 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.

Consent Solicitations

On March21, 2018, the Company also announced that it had received the requisite consents in connection with the consent solicitations described above to enter into certain proposed amendments to the indenture governing the 2032 Notes. On March22, 2018, the Company entered into the Fourth Supplemental Indenture (the “Supplemental Indenture”), among the Company and The Bank of New York Mellon Trust Company, N.A., to the indenture governing the 2032 Notes.

The Supplemental Indenture became effective on March22, 2018. With respect to the 2032 Notes, the Supplemental Indenture (i)alters the notice requirement for optional redemptions, (ii)eliminates substantially all of the restrictive covenants, several affirmative covenants and certain events of default, (iii)modifies the covenant regarding mergers, consolidations and sales of assets and (iv)eliminates or modifies certain other provisions. A copy of the Supplemental Indenture is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

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

Item 1.01. Financial Statements and Exhibits

(d) Exhibits

DEVON ENERGY CORP/DE Exhibit
EX-4.1 2 d551370dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 DEVON ENERGY CORPORATION to THE BANK OF NEW YORK MELLON TRUST COMPANY,…
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.