8-KMaterial AgreementsFinancial EventsOther Events+1

DEVON ENERGY CORP/DE 8-K Report, Material Agreement (Jun 25, 2026)

Filed June 25, 2026For Securities:DVN

Summary

Devon Energy Corporation (DVN) has completed the settlement of its exchange offers for Coterra Energy Inc. notes on June 25, 2026. This transaction involved existing Coterra notes being exchanged for new Devon Energy notes and cash. A significant portion of the existing Coterra notes, across various series and maturities, were tendered and accepted, reducing the outstanding principal amounts of these Coterra-issued obligations. In conjunction with the exchange, Devon issued new senior notes across several maturities (2027, 2029, 2034, 2035, and 2055) with varying interest rates. These new Devon notes are general unsecured obligations of the company. The company also entered into a registration rights agreement to facilitate the exchange of these new notes for registered notes, with provisions for additional interest if certain conditions are not met within 450 days. This move aims to streamline Devon's debt structure and potentially reduce complexity for investors.

Key Highlights

  • 1Devon Energy completed the settlement of exchange offers for Coterra Energy Inc. notes on June 25, 2026.
  • 2Existing Coterra notes were exchanged for new Devon Energy notes and cash.
  • 3Substantial principal amounts of Coterra's 3.90% Senior Notes due 2027, 4.375% Senior Notes due 2029, 5.60% Senior Notes due 2034, 5.40% Senior Notes due 2035, and 5.90% Senior Notes due 2055 were tendered and accepted.
  • 4Devon issued new senior notes totaling $627.1 million (2027), $447.6 million (2029), $465.8 million (2034), $671.7 million (2035), and $734.2 million (2055).
  • 5The new Devon notes are unsecured and rank equally with other unsecured and unsubordinated debt obligations of Devon.
  • 6A Registration Rights Agreement was entered into, obligating Devon to file a registration statement for an exchange offer of the new notes.
  • 7Devon may pay additional interest if the registered exchange offers are not completed within 450 days of settlement.

Frequently Asked Questions

This filing announces the completion of Devon Energy's exchange offers and consent solicitations for existing Coterra Energy Inc. notes. The company exchanged these notes for new Devon Energy notes and cash, effectively consolidating debt under the Devon Energy corporate structure.

Devon issued new senior notes with varying interest rates and maturity dates: 3.90% due 2027, 4.375% due 2029, 5.60% due 2034, 5.40% due 2035, and 5.90% due 2055. These notes are general unsecured obligations of Devon.

The Registration Rights Agreement ensures that Devon will undertake efforts to register the new notes issued in the exchange offer. This is important for investors as it allows for the potential exchange of these restricted notes for freely tradable registered notes, subject to certain conditions and timelines.

If Devon does not complete the registered exchange offers within 450 days of the settlement date, it may be required to pay additional interest on the new Devon notes, up to a maximum of 1.0% per annum. This provides an incentive for Devon to complete the registration process efficiently.