8-K/AAcquisitions & DispositionsFinancial EventsExhibits & Filings

DEVON ENERGY CORP/DE 8-K/A Report, Acquisition Completed (Feb 17, 2021)

Filed February 17, 2021For Securities:DVN

Summary

Devon Energy Corporation (DVN) has filed an amendment to its January 7, 2021 8-K, primarily to provide crucial financial details following the completion of its merger with WPX Energy, Inc. This filing includes the audited financial statements of WPX for the years ended December 31, 2020 and 2019, along with pro forma combined financial information that reflects the impact of the merger. This information is critical for investors to understand the combined entity's financial position and performance. Furthermore, the amendment details anticipated restructuring and transaction costs associated with the merger, estimated to be between $160 million and $200 million. A significant portion of these costs relate to employee severance and termination benefits, as well as merger transaction fees and lease abandonment charges. Devon expects to recognize most of these charges in the first quarter of 2021, with the remainder recognized throughout 2021 as integration progresses. Investors should note that approximately $220 million to $255 million of the total estimated costs are expected to result in future cash expenditures.

Key Highlights

  • 1Filing provides audited financial statements for WPX Energy, Inc. for the years ended December 31, 2020 and 2019.
  • 2Includes unaudited pro forma combined financial information reflecting the merger of Devon Energy and WPX Energy.
  • 3Devon Energy anticipates incurring $160 million to $200 million in restructuring and transaction costs due to the merger.
  • 4Employee severance and termination benefits are estimated to be between $100 million and $125 million of the total restructuring costs.
  • 5Other restructuring costs include $50 million for transaction fees and $10 million to $20 million for contract termination and lease abandonment.
  • 6The majority of restructuring charges are expected to be recognized in Q1 2021, with the remainder spread throughout 2021.
  • 7An estimated $220 million to $255 million of the total costs are expected to result in future cash expenditures.

Frequently Asked Questions

This amended 8-K filing serves to provide investors with the necessary financial statements of the acquired company, WPX Energy, Inc., and pro forma combined financial information that reflects the merger between Devon Energy and WPX Energy. It also details the expected restructuring and transaction costs associated with this merger.

Devon Energy estimates total restructuring and transaction costs for the merger to be between $160 million and $200 million. The majority of these costs are expected to be recognized in the first quarter of 2021, with the remainder recognized throughout 2021 as integration efforts are completed. A significant portion of these costs ($220 million to $255 million) are expected to lead to future cash expenditures.

The restructuring charges include significant components such as employee severance and termination benefits ($100 million to $125 million), remaining merger transaction costs like bank, legal, and accounting fees ($50 million), and contract termination and office lease abandonment charges ($10 million to $20 million).

The audited consolidated financial statements of WPX Energy for the years ended December 31, 2020 and 2019 are filed as Exhibit 99.1. The unaudited pro forma combined financial information of Devon Energy, giving effect to the merger, is filed as Exhibit 99.2 to this Current Report on Form 8-K/A.