Devon Energy begins exchange, consent solicitations for WPX notes

Chicago, May 10 – Devon Energy Corp. commenced private exchange offers and consent solicitations for $2 billion from five series of notes originally issued by WPX Energy, Inc., according to a press release.

Devon is offering to exchange an equal amount of notes with the same interest payment and maturity dates, interest rate and, except as set forth in the offer to exchange, redemption provisions for noteholders who tender their notes by the early deadline.

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

Noteholders who tender after the early deadline will receive $970 per $1,000 of notes and no cash consideration.

Devon is offering to exchange notes from the following series of WPX notes:

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

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

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

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

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

In the consent solicitations, Devon is soliciting the consents of the eligible holders to amend the WPX notes and the WPX indenture to eliminate or revise certain of the restrictive covenants, including the merger covenant, 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 make certain other conforming changes to the redemption provisions of the existing outstanding Devon notes. Noteholders representing a majority of each series of notes must consent for the amendments to take effect.

The early tender deadline is 5 p.m. ET on May 21, also the withdrawal deadline.

The offer expires at 11:59 p.m. ET on June 7.

Settlement is scheduled for June 9.

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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