Subject to the terms and conditions set forth in the Offer to Exchange, each eligible noteholder exchanging WPX Notes in the Exchange Offers will be eligible to receive, in exchange for the WPX Notes validly tendered and not validly withdrawn, Devon Notes having the same interest payment and maturity dates, interest rate and, except as set forth in the Offer to Exchange, redemption provisions as the corresponding series of WPX Notes exchanged. Eligible holders who validly tender and do not validly withdraw their tendered WPX Notes by 5:00 p.m., New York City time, on May 21, 2021 (such date and time, as they may be extended, the “Early Tender Deadline”) will be eligible to receive, subject to the terms and conditions set forth in the Offer to Exchange, Devon Notes in the same principal amount as the WPX Notes tendered therefor plus cash consideration of $1.00 per $1,000 principal amount of WPX Notes tendered (the “Cash Consideration”). Eligible noteholders who validly tender their WPX Notes after the Early Tender Deadline but on or prior to the Expiration Date will be eligible to receive $970 principal amount of the applicable series of Devon Notes per $1,000 principal amount of WPX Notes validly tendered, but not the Cash Consideration (the “Exchange Consideration”). Settlement of the Exchange Offers is expected to occur on or about June 9, 2021, unless Devon extends the Expiration Date or terminates the Exchange Offers. Interest on each Devon Note will accrue from (and including) the last interest payment date on which interest was paid on the corresponding WPX Note tendered in exchange for such Devon Note, and, accordingly, no accrued interest will be paid on the settlement date in respect of WPX Notes accepted for exchange, except as set forth in the Offer to Exchange with respect to cash paid in lieu of Devon Notes not delivered.
The Devon Notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. If the principal amount of Devon Notes validly tendered after the Early Tender Deadline that would otherwise be required to be delivered in exchange for a tender of WPX Notes would not equal $2,000 or an integral multiple of $1,000 in excess thereof, it will be rounded down to $2,000 or the nearest integral multiple of $1,000 in excess thereof, and Devon will pay cash equal to the remaining portion of the Exchange Consideration for such WPX Notes plus accrued and unpaid interest with respect to that portion. No tender of WPX Notes will be accepted after the Early Tender Deadline, however, if it would result in the issuance of less than $2,000 principal amount of Devon Notes.
Devon’s obligation to accept and exchange the WPX Notes validly tendered pursuant to the Exchange Offers is subject to customary conditions, as set forth in the Offer to Exchange. The Exchange Offers and Consent Solicitations are not conditioned upon the tender of any minimum aggregate principal amount of the WPX Notes or the receipt of the requisite consents in any of the Consent Solicitations.
In the Consent Solicitations, Devon is soliciting the consents of the eligible holders to amend the WPX Notes and the WPX Indenture to eliminate or revise certain of the restrictive covenants, including the merger covenant, events of default other than payment-related events of default and to reduce to 3 business days the minimum period for notices of redemption and make certain other conforming changes to the redemption provisions of the existing outstanding Devon Notes. Consents of the holders of not less than a majority in principal amount of each series of WPX Notes must be obtained for the amendments to be effective to such series of WPX Notes and to the WPX Indenture. Holders will not be permitted to tender their WPX Notes without delivering consents or to deliver consents without tendering their WPX Notes.
This press release is issued pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”). This press release is neither an offer to sell nor the solicitation of an offer to buy the Devon Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. The Exchange Offers have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction. The Devon Notes will be issued in reliance upon exemptions from, or in transactions not subject to, registration under the Securities Act. The Devon Notes will be offered for
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