8-KLeadership ChangesMaterial AgreementsRegulation FD+1

DEVON ENERGY CORP/DE 8-K Report, Material Agreement (Sep 28, 2020)

Filed September 28, 2020For Securities:DVN

Summary

Devon Energy Corporation (DVN) announced on September 28, 2020, that it has entered into a definitive Agreement and Plan of Merger with WPX Energy, Inc. This transaction is structured as an all-stock merger of equals, where WPX will merge with a wholly-owned subsidiary of Devon, and WPX will continue as a subsidiary of Devon. The exchange ratio for the merger is set at 0.5165 shares of Devon common stock for each share of WPX common stock. This merger is expected to create a larger, more integrated energy company. The filing also details post-closing governance, outlining the composition of the combined company's Board of Directors and key committees, with representation from both Devon and WPX. Key closing conditions include shareholder approvals from both companies and regulatory clearance, such as the expiration of the Hart-Scott-Rodino waiting period. Additionally, the agreement includes termination rights and a potential termination fee of $75 million under certain circumstances.

Key Highlights

  • 1Devon Energy and WPX Energy have entered into a definitive merger agreement for an all-stock combination.
  • 2The exchange ratio is set at 0.5165 shares of Devon common stock per share of WPX Energy common stock.
  • 3WPX Energy will survive as a wholly-owned subsidiary of Devon Energy upon closing.
  • 4Post-merger board composition will include directors from both companies, with specific committee allocations.
  • 5Key closing conditions include shareholder approvals from both DVN and WPX, and antitrust clearance.
  • 6A termination fee of $75 million may be payable by either party under specific circumstances.
  • 7Employment agreements for key executives from both companies post-merger have been established.

Frequently Asked Questions

This 8-K filing announces the definitive merger agreement between Devon Energy Corporation (DVN) and WPX Energy, Inc. It outlines the key terms of the all-stock merger, including the exchange ratio, governance of the combined company, and conditions for closing.

WPX Energy shareholders will receive 0.5165 shares of Devon Energy common stock for each share of WPX Energy common stock they own. Cash will be paid in lieu of any fractional shares.

The merger is subject to several conditions, including the approval of the merger agreement by a majority of outstanding WPX shares, approval of the stock issuance by a majority of voting Devon shares, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary closing conditions.

The Merger Agreement includes provisions for termination by either party under certain circumstances. If terminated under specific conditions, either Devon or WPX may be required to pay a termination fee of $75,000,000 to the other party.