8-KMaterial AgreementsFinancial EventsExhibits & Filings

DEVON ENERGY CORP/DE 8-K Report, Material Agreement (Aug 12, 2024)

Filed August 12, 2024For Securities:DVN

Summary

Devon Energy Corporation (DVN) has entered into a $2 billion delayed draw term loan credit agreement with Bank of America, N.A. This financing is structured into two tranches: a $500 million 364-day term loan and a $1.5 billion two-year term loan. The primary purpose of these funds is to finance a portion of the cash consideration for its previously announced acquisition of Grayson Mill Intermediate HoldCo II, LLC and Grayson Mill Intermediate HoldCo III, LLC. This move signals a significant step in the company's strategic growth plans and demonstrates its ability to secure substantial debt financing to support major acquisitions. Investors should note that the funding of these term loans is contingent upon the substantially concurrent consummation of the Grayson Mill acquisition. The agreement includes standard covenants, such as limitations on liens, mergers, and indebtedness for restricted subsidiaries, along with a debt-to-capitalization ratio maintenance covenant of no greater than 65%. The interest rates will vary based on DVN's credit ratings and the specific loan type. This filing provides insight into the company's capital structure and its commitment to executing its M&A strategy.

Key Highlights

  • 1Devon Energy secured a $2 billion delayed draw term loan credit agreement.
  • 2The loan facility includes a $500 million 364-day tranche and a $1.5 billion two-year tranche.
  • 3Proceeds will be used to fund a portion of the cash consideration for the acquisition of Grayson Mill Intermediate HoldCo II, LLC and Grayson Mill Intermediate HoldCo III, LLC.
  • 4Funding is contingent upon the consummation of the Grayson Mill acquisition.
  • 5Interest rates are variable and based on DVN's credit ratings and loan type.
  • 6The agreement contains customary covenants, including debt-to-capitalization ratio limits (<= 65%).
  • 7Standard default triggers and acceleration clauses are included in the agreement.

Frequently Asked Questions

The primary purpose of the $2 billion delayed draw term loan credit agreement is to fund a portion of the cash consideration for Devon Energy's acquisition of Grayson Mill Intermediate HoldCo II, LLC and Grayson Mill Intermediate HoldCo III, LLC.

The term loans are 'delayed draw,' meaning they can be borrowed in a single draw, but this is contingent upon the satisfactory completion of the Grayson Mill acquisition, which is expected to occur substantially concurrently with the borrowing.

The agreement includes two tranches: a 364-day term loan up to $500 million and a two-year term loan up to $1.5 billion. Interest rates are variable based on DVN's credit ratings. It also features customary covenants, such as limitations on liens and indebtedness, and a requirement to maintain a total funded debt to total capitalization ratio of no greater than 65%.

Yes, this new credit facility represents an increase in Devon Energy's debt obligations. However, it is directly tied to the funding of a significant acquisition, and the company has included covenants to manage its overall leverage, specifically maintaining a debt-to-capitalization ratio below 65%.