OREANDA-NEWS. August 19, 2016. Devon Energy Corporation (NYSE: DVN) (the “Company”
or “Devon Energy”) today announced the
early tender results for its previously announced tender offers (the “Maximum
Tender Offers”) to purchase for cash up to an aggregate principal
amount of the debt securities listed in the table below (collectively,
the “Notes”) that would not result in the
aggregate amount that all holders of the Notes are entitled to receive,
excluding accrued and unpaid interest, for their Notes that are validly
tendered and accepted for purchase in the Maximum Tender Offers,
exceeding the Aggregate Maximum Repurchase Amount (as defined below). In
addition, the Company has amended the Maximum Tender Offers to increase
the previously announced Aggregate Maximum Repurchase Amount from
approximately \\$535.4 million (which gives effect to the Company’s
purchase of certain of the 8.250% notes due 2018, issued by Devon OEI
Operating, L.L.C., and the 6.300% notes due 2019, issued by the Company,
for total consideration of approximately \\$664.6 million in the Company’s
previously consummated tender offers for such notes) to such aggregate
amount necessary to pay the Total Consideration (as defined below) for
all of the 2.250% notes due 2018 (the “2018 Notes”)
validly tendered and not validly withdrawn in the Maximum Tender Offers
as of the Early Tender Date (as defined below) (as amended, the “Aggregate
Maximum Repurchase Amount”). All other terms of the Maximum
Tender Offers, as previously announced, remain unchanged. The Maximum
Tender Offers were made pursuant to the terms and conditions set forth
in the offer to purchase, dated August 4, 2016, and the related letter
of transmittal (the “Tender Offer Documents”).
As of the previously announced early tender date and time of 5:00 p.m.,
New York City time, on August 17, 2016 (the “Early
Tender Date”), according to information provided by D.F. King &
Co., Inc., the tender and information agent for the Maximum Tender
Offers, a total of \\$639,548,000 aggregate principal amount of the 2018
Notes, which have the highest acceptance priority level, had been
validly tendered and not validly withdrawn in the Maximum Tender Offers.
Since the Total Consideration payable with respect to such 2018 Notes
will equal the Aggregate Maximum Repurchase Amount, none of the tendered
Notes from any other series will be accepted for purchase pursuant to
the Maximum Tender Offers. Withdrawal rights for the Notes expired at
5:00 p.m., New York City time, on August 17, 2016. The table below sets
forth the aggregate principal amount and percentage of the 2018 Notes
validly tendered and not validly withdrawn by the Early Tender Date that
will be accepted for purchase by the Company.
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Percent
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Principal
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Tendered
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U.S.
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Early
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Amount
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of
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Principal
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Acceptance
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Treasury
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Bloomberg
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Tender
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Tendered at
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Amount
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Title of
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CUSIP
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Amount
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Priority
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Reference
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Reference
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Fixed
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Payment
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Early Tender
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Out-
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Security
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Number
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Outstanding
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Level
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Security
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Page
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Spread
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(a)(b)
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Date
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standing
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2.250% notes
due 2018(c)
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25179MAT0
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\\$750,000,000
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1
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0.750%
UST due
7/31/2018
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FIT1
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+65 bps
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\\$30
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\\$639,548,000
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85.3%
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7.500% notes
due 2027(d)
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812007AE2
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\\$150,000,000
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2
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1.625%
UST due
5/15/2026
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FIT1
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+290 bps
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\\$30
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—(f)
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—(f)
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7.875% debentures
due 2031(e)
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25179SAD2
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\\$1,250,000,000
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3
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2.500%
UST due
5/15/2046
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FIT1
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+325 bps
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\\$30
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—(f)
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—(f)
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7.950% debentures
due 2032(c)
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251799AA0
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\\$1,000,000,000
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4
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2.500%
UST due
5/15/2046
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FIT1
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+335 bps
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\\$30
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—(f)
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—(f)
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4.000% notes
due 2021(c)
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25179MAK9
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\\$500,000,000
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5
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1.125%
UST due
7/31/2021
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FIT1
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+185 bps
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\\$30
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—(f)
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—(f)
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5.600% notes
due 2041(c)
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25179MAL7
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\\$1,250,000,000
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6
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2.500%
UST due
5/15/2046
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FIT1
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+340 bps
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\\$30
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—(f)
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—(f)
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(a)
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Per \\$1,000 principal amount.
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(b)
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The Total Consideration for the 2018 Notes validly tendered prior to
or at the Early Tender Date and accepted for purchase will be
calculated on the basis of pricing for the U.S. Treasury Reference
Security as of 2:00 p.m., New York City time, on August 18, 2016,
and will be inclusive of the Early Tender Payment set forth in the
table above.
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(c)
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Issuer: Devon Energy Corporation.
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(d)
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Issuer: Devon OEI Operating, L.L.C.
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(e)
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Issuer: Devon Financing Company, L.L.C.
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(f)
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Notes from such series will not be accepted for purchase by the
Company.
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The “Total Consideration” for the 2018
Notes validly tendered and accepted for purchase pursuant to the Maximum
Tender Offers will be determined in the manner described in the Tender
Offer Documents at 2:00 p.m., New York City time, on August 18, 2016.
Holders of the 2018 Notes validly tendered and not validly withdrawn at
or prior to the Early Tender Date are eligible to receive the Total
Consideration for any such 2018 Notes accepted for purchase. Holders
will also receive accrued and unpaid interest on the 2018 Notes validly
tendered and accepted for purchase from the last interest payment date
up to, but not including, the date the Company makes payment for such
2018 Notes, which date is anticipated to be August 19, 2016.
The Maximum Tender Offers will expire at 11:59 p.m., New York City time,
on August 31, 2016, unless extended or earlier terminated. Because the
Maximum 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 Notes (other than the 2018 Notes)
tendered at or prior to the Early Tender Date, will be returned to the
holders thereof as described in the Tender Offer Documents.
Devon Energy will fund the Maximum Tender Offers with the net proceeds
from previously completed asset sales and financing transactions. The
Maximum Tender Offers are being made to reduce the Company’s outstanding
debt, including the debt of its subsidiaries.
Information Relating to the Maximum Tender Offers
Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBC
Capital Markets, LLC are the Lead Dealer Managers for the Maximum Tender
Offers and the Co-Dealer Managers are CIBC World Markets Corp., TD
Securities (USA) LLC and U.S. Bancorp Investments, Inc. Investors with
questions regarding the Maximum Tender Offers may contact Citigroup
Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106
(collect), J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or
(212) 834-3424 (collect) or RBC Capital Markets, LLC at (877) 381-2099
(toll free) or (212) 618-7822 (collect). D.F. King & Co., Inc. is the
tender and information agent for the Maximum Tender Offers and can be
contacted at (800) 967-4617 (toll-free) or (212) 269-5550 (collect).
This press release is for informational purposes only and is not an
offer to buy, or the solicitation of an offer to sell, any of the Notes,
and the Maximum Tender Offers do not constitute offers to buy or the
solicitation of offers to sell Notes in any jurisdiction or in any
circumstances in which such offers or solicitations are unlawful. The
full details of the Maximum Tender Offers, including complete
instructions on how to tender Notes, are included in the Tender Offer
Documents. Holders of the Notes are strongly encouraged to read
carefully the Tender Offer Documents, including materials incorporated
by reference therein, because they will contain important information.
The Tender Offer Documents may be downloaded from D.F. King & Co.,
Inc.’s website at www.dfking.com/dvn
or obtained from D.F. King & Co., Inc., free of charge, by calling
toll-free at (800) 967-4617 (bankers and brokers can call collect at
(212) 269-5550).
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the federal securities laws. Such statements are subject to a
number of assumptions, risks and uncertainties, many of which are beyond
the control of the Company. These risks include, but are not limited to,
the Company’s ability to complete any of the Maximum Tender Offers and
reduce its outstanding indebtedness and the other risks identified in
the offer to purchase relating to the Maximum Tender Offers, the
Company’s Annual Report on Form 10-K and its other filings with the
Securities and Exchange Commission. Investors are cautioned that any
such statements are not guarantees of future performance and that actual
results or developments may differ materially from those projected in
the forward-looking statements. The forward-looking statements in this
press release are made as of the date hereof, and the Company does not
undertake any obligation to update the forward-looking statements as a
result of new information, future events or otherwise.
About Devon
Devon Energy is a leading independent energy company engaged in finding
and producing oil and natural gas. Based in Oklahoma City and included
in the S&P 500, Devon Energy operates in several of the most prolific
oil and natural gas plays in the U.S. and Canada with an emphasis on a
balanced portfolio. The Company is the second-largest oil producer among
North American onshore independents. For more information, visit www.devonenergy.com.
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