Devon Energy gives final results of exchange offer for WPX notes

Chicago, June 9 – Devon Energy Corp. completed on Wednesday its exchange offer and consent solicitation to amend the outstanding notes originally issued by WPX Energy, Inc., according to an 8-K filing with the Securities and Exchange Commission.

The company was offering to exchange about $2 billion notes for new Devon notes. Of the outstanding notes, roughly $1.96 billion, or 97.45%, of the WPX notes were exchanged for Devon notes.

The new exchange notes have the same interest payment and maturity dates, interest rate and generally the same redemption provisions.

In addition to the exchange notes, the company also paid cash of $1,963,219, in aggregate, to noteholders that validly tendered their notes.

Final tally

The total amounts tendered for exchange as of the expiration time at 11:59 p.m. ET on June 7 are as follows:

• $224,079,000 of the $242,374,000 outstanding of 8¼% notes due Aug. 1, 2023 (Cusip: 98212BAG8);

• $465,268,000 of the $472.23 million outstanding of 5¼% notes due Sept. 15, 2024 (Cusip: 98212BAE3);

• $377,557,000 of the $390 million outstanding of 5¼% notes due Oct. 15, 2027 (Cusip: 98212BAJ2);

• $322,488,000 of the $325 million outstanding of 5 7/8% notes due June 15, 2028 (Cusip: 98212BAM5); and

• $573,827,000 of the $585 million outstanding of 4½% notes due Jan. 15, 2030 (Cusip: 98212BAL7).

Tendering noteholders received a cash payment of $1 per note for participating in the offer.

Noteholders who tendered after the 5 p.m. ET on May 21 early deadline received $970 per $1,000 of notes and no cash consideration.

Consents

Devon was soliciting consents to amend the WPX notes and the WPX indenture to eliminate or revise some of the restrictive covenants, including the merger covenant, and events of default other than payment-related events of default and to reduce to three business days the minimum period for notices of redemption and to make other conforming changes to the redemption provisions of the existing outstanding Devon notes.

Noteholders representing a majority of each series of notes had to consent for the amendments to take effect.

Noteholders who tendered their notes were deemed to have given consent. Consents could not be delivered without tenders and vice versa.

D.F. King & Co., Inc is the information and tender agent for the offer (800 870-0653, 212 269-5550, www.dfking.com/devon).

Devon Energy is an oil and natural gas company based in Oklahoma City.

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