Devon Announces Results of Early Participation in Private Exchange Offers and Consent Solicitations and Extension of Deadline to Receive Total Exchange Consideration

Rhea-AI Summary

Devon Energy (NYSE: DVN) reported early results of its private exchange offers for Coterra notes and extended the deadline to receive the total exchange consideration to the Expiration Date.

Between 65.76% and 97.78% of each series was tendered by June 5, 2026; offers now expire June 23, 2026.

Positive

• High early participation, with 85.18%–97.78% tendered for larger 2027–2055 note series
• Coterra obtained requisite consents to adopt proposed indenture amendments on five note series
• Supplemental indentures executed; amendments expected operative on settlement within two business days after Expiration Date
• Early tender premium effectively extended; same total exchange consideration through June 23, 2026
• Fixed exchange terms: $1,000 principal of New Devon Notes plus $1 cash per $1,000 of existing notes
• Devon expects registration rights agreement, targeting effective exchange registration within 450 days of settlement

Negative

• New Devon Notes initially unregistered under U.S. securities laws, limiting resale options
• Exchange Offers and Consent Solicitations restricted to Eligible Holders only
• Each exchange offer conditioned on completion of the others, creating transaction completion risk
• Devon may terminate, withdraw, amend or extend offers at its sole discretion
• Tendered Coterra notes can no longer be withdrawn, reducing flexibility for participating holders

News Market Reaction – DVN

+1.81%

+1.81% Session close to close

In the Jun 8 session, DVN gained 1.81%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details strong early participation in Devon’s private exchange offers for Coterra ...

Analysis

This announcement details strong early participation in Devon’s private exchange offers for Coterra notes, with up to 97.78% tendered for certain series and consents obtained for proposed indenture amendments. Extending the deadline for “Total Exchange Consideration” through the June 23, 2026 Expiration Date keeps terms uniform for later tenders. Investors may track final uptake, the planned registration of New Devon Notes within 450 days, and how these exchanges integrate with the existing S-3ASR shelf and broader post‑merger capital strategy.

Key Figures

3.90% 2027 notes tendered: $585,354,000 (85.18%) 4.375% 2029 notes tendered: $385,958,000 (89.10%) 5.60% 2034 notes tendered: $465,053,000 (93.01%) +5 more

8 metrics

3.90% 2027 notes tendered $585,354,000 (85.18%) Existing Coterra 3.90% Senior Notes due 2027 tendered by Early Tender Date

4.375% 2029 notes tendered $385,958,000 (89.10%) Existing Coterra 4.375% Senior Notes due 2029 tendered by Early Tender Date

5.60% 2034 notes tendered $465,053,000 (93.01%) Existing Coterra 5.60% Senior Notes due 2034 tendered by Early Tender Date

5.40% 2035 notes tendered $669,133,000 (89.22%) Existing Coterra 5.40% Senior Notes due 2035 tendered by Early Tender Date

5.90% 2055 notes tendered $733,342,000 (97.78%) Existing Coterra 5.90% Senior Notes due 2055 tendered by Early Tender Date

Total exchange consideration $1,000 New Devon notes + $1.00 cash Per $1,000 principal of Existing Coterra Notes accepted in exchange offers

Expiration Date June 23, 2026, 5:00 p.m. NYC time Exchange Offers and Consent Solicitations expiration timing

Registration deadline Within 450 days of settlement Deadline to file and make effective exchange registration statement for New Devon Notes

Historical Context

5 past events · Latest: May 28 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
May 28	Lease sale results	Positive	+0.9%	Record BLM lease sale where Devon was top bidder for Permian acres.
May 22	Exchange offers launch	Positive	+0.2%	Devon commenced private exchange offers for Coterra senior notes post‑merger.
May 21	Lease sale hosting	Positive	-2.8%	Efficient Markets detailed record BLM sale where Devon bought multiple parcels.
May 21	Permian acreage buy	Positive	-2.8%	Devon agreed to acquire 16,300 Delaware Basin net acres for $2.6 billion.
May 07	Capital return plan	Positive	+0.7%	Post‑merger capital return update with $8B buyback and higher dividend.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent corporate and strategic announcements have often seen mixed price reactions, with both aligned gains and divergences on positive news.

Recent Company History

Over the past month, Devon issued several strategic updates, including completing an all-stock merger with Coterra, launching private exchange offers for Coterra notes, and securing Delaware Basin leases totaling about 16,300 net undeveloped acres for roughly $2.6 billion. Capital returns featured prominently with an $8.0 billion repurchase authorization and a higher fixed dividend. Today’s update on early participation and extended deadlines in the Coterra note exchanges follows the May 22 exchange-offer launch and continues the post‑merger balance-sheet integration process.

Key Terms

senior notes, indentures, supplemental indenture, qualified institutional buyers, +4 more

8 terms

senior notes financial

"3.90% Senior Notes due 2027 ... 5.90% Senior Notes due 2055"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

indentures financial

"proposed amendments to each of the corresponding indentures governing the Existing Coterra Notes"

Indentures are the written contracts that set out the terms and protections for a debt issue, such as a bond or note, including payment schedule, interest rate, collateral, and what happens if the borrower misses payments. Think of it like the rulebook and safety features for a loan that both the borrower and lenders agree to; investors use it to assess their rights, recoveries in trouble, and limits on the issuer’s future actions.

supplemental indenture financial

"have executed and delivered a supplemental indenture amending the indentures governing the Existing Coterra Notes"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

qualified institutional buyers regulatory

"reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

rule 144a regulatory

"“qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

u.s. persons regulatory

"who are not “U.S. persons” as defined in Rule 902 under the Securities Act"

"U.S. persons" are individuals or entities considered to be based in or subject to the laws of the United States. This includes U.S. citizens, residents, and certain organizations or businesses registered or organized under U.S. law. Recognizing who qualifies as a U.S. person is important for investors because it determines which rules, regulations, and tax obligations apply to them when dealing with financial transactions or investments across borders.

registration rights agreement regulatory

"Devon expects to enter into a registration rights agreement, pursuant to which Devon will be obligated to use commercially reasonable efforts"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

shelf registration statement regulatory

"Devon has agreed to use commercially reasonable efforts to file a shelf registration statement to cover resales of the New Devon Notes"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

HOUSTON, June 08, 2026 (GLOBE NEWSWIRE) -- Devon Energy Corporation (NYSE: DVN) (“Devon”) today announced that, in connection with the previously announced offers to Eligible Holders (as defined herein) to exchange (each, an “Exchange Offer” and collectively, the “Exchange Offers”) any and all outstanding notes issued by Coterra Energy Inc., a direct, wholly owned subsidiary of Devon (“Coterra”), as set forth in the table below (the “Existing Coterra Notes”) for (1) new notes issued by Devon (the “New Devon Notes”) and (2) cash, and solicitations of consents by Coterra from Eligible Holders (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain proposed amendments to each of the corresponding indentures governing the Existing Coterra Notes (other than the Existing Coterra OpCo Notes (as defined herein)) (with respect to the corresponding indenture for such Existing Coterra Notes, the “Proposed Amendments”), as of 5:00 p.m., New York City time, on June 5, 2026 (the “Early Tender Date”), the following principal amounts of each series of Existing Coterra Notes have been validly tendered and not validly withdrawn (and consents thereby have been validly given and not validly revoked):

					Notes Tendered at Early Tender Date
Title of Series		Aggregate Principal Amount Outstanding			Principal Amount			Percentage
3.90% Senior Notes due 2027		$687,217,000			$585,354,000			85.18%
3.90% Senior Notes due 2027(1)		$62,718,000			$41,244,000			65.76%
4.375% Senior Notes due 2029		$433,171,000			$385,958,000			89.10%
4.375% Senior Notes due 2029(1)		$66,812,000			$61,594,000			92.19%
5.60% Senior Notes due 2034		$500,000,000			$465,053,000			93.01%
5.40% Senior Notes due 2035		$750,000,000			$669,133,000			89.22%
5.90% Senior Notes due 2055		$750,000,000			$733,342,000			97.78%

________________________________
(1)   Represents senior notes issued by Coterra Energy Operating Co., an indirect wholly owned subsidiary of Devon previously known as Cimarex Energy Co. (the “Existing Coterra OpCo Notes”).

Coterra has received the requisite number of consents to adopt the Proposed Amendments with respect to each of the five outstanding series of Existing Coterra Notes that are subject to the Consent Solicitations. Notwithstanding anything herein to the contrary, the Existing Coterra OpCo Notes are not subject to the Consent Solicitations. Accordingly, Coterra and the trustee for each such outstanding series of Existing Coterra Notes have executed and delivered a supplemental indenture amending the indentures governing the Existing Coterra Notes effecting the Proposed Amendments, which such supplemental indenture will become operative on the settlement date, which is expected to occur within two business days after the Expiration Date (as defined herein).

Tendered Existing Coterra Notes may no longer be withdrawn.

Devon has also announced that the previous deadline for Eligible Holders to tender their Existing Coterra Notes and be eligible to receive, for each $1,000 principal amount of Existing Coterra Notes, the applicable consideration set out in the column titled “Total Exchange Consideration” in the table below has been extended to the Expiration Date. As a result, the consideration to be paid for Existing Coterra Notes validly tendered (i) at or prior to the Early Tender Date and (ii) following the Early Tender Date, but at or prior to the Expiration Date, will be the same. Payment is expected to be made on the settlement date.

Title of Series		CUSIP Number		ISIN		Aggregate Principal Amount Outstanding			Total Exchange Consideration(1)
3.90% Senior Notes due 2027		127097AE3 / U12246AB7 / 127097AG8		US127097AE33 / USU12246AB74 / US127097AG80		$687,217,000			$1,000 principal amount of New Devon 3.90% Senior Notes due 2027 and $1.00 in cash
3.90% Senior Notes due 2027(2)		171798AD3		US171798AD34		$62,718,000			$1,000 principal amount of New Devon 3.90% Senior Notes due 2027 and $1.00 in cash
4.375% Senior Notes due 2029		127097AH6 / U12246AC5 / 127097AK9		US127097AH63 / USU12246AC57 / US127097AK92		$433,171,000			$1,000 principal amount of New Devon 4.375% Senior Notes due 2029 and $1.00 in cash
4.375% Senior Notes due 2029(2)		171798AE1		US171798AE17		$66,812,000			$1,000 principal amount of New Devon 4.375% Senior Notes due 2029 and $1.00 in cash
5.60% Senior Notes due 2034		127097AL7		US127097AL75		$500,000,000			$1,000 principal amount of New Devon 5.60% Senior Notes due 2034 and $1.00 in cash
5.40% Senior Notes due 2035		127097AM5		US127097AM58		$750,000,000			$1,000 principal amount of New Devon 5.40% Senior Notes due 2035 and $1.00 in cash
5.90% Senior Notes due 2055		127097AN3		US127097AN32		$750,000,000			$1,000 principal amount of New Devon 5.90% Senior Notes due 2055 and $1.00 in cash

________________________________
(1)   For each $1,000 principal amount of Existing Coterra Notes validly tendered at or before the Expiration Date, not validly withdrawn and accepted for exchange.
(2)   Represents the Existing Coterra OpCo Notes.

The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated as of May 22, 2026 (as amended by this press release, the “Offering Memorandum and Consent Solicitation Statement”). Each Exchange Offer and Consent Solicitation is conditioned upon the completion of the other Exchange Offers and Consent Solicitations, although Devon may waive such condition at any time with respect to an Exchange Offer. Any waiver of a condition by Devon with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation. Devon, in its sole discretion, may terminate, withdraw, amend or extend any of the Exchange Offers, subject to the terms and conditions set forth in the Offering Memorandum and Consent Solicitation Statement. Any such termination, withdrawal, amendment or extension by Devon will automatically terminate, withdraw, amend or extend the corresponding Consent Solicitation, as applicable.

The Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on June 23, 2026, unless extended (the “Expiration Date”).

The Exchange Offers and Consent Solicitations are only being made, and documents relating to the Exchange Offers and Consent Solicitations are only being distributed, to holders of Existing Coterra Notes who complete and return an eligibility letter confirming that they are persons (a) in the United States who are reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (b) that are outside the United States who are not “U.S. persons” as defined in Rule 902 under the Securities Act and who are eligible to participate in the Exchange Offer pursuant to the laws of the applicable jurisdiction, as set forth in the eligibility letter (“Eligible Holders”).

Eligible Holders of Existing Coterra Notes who are located in or a resident of Canada must also complete and return a Canadian supplemental eligibility letter to D.F. King & Co., Inc. (the “Information Agent” and the “Exchange Agent”) establishing its eligibility to participate in the Exchange Offers and providing supplemental information required for Canadian securities regulatory reporting purposes. Each holder of Existing Coterra Notes will, by participating in any Exchange Offer, be deemed to represent and warrant that it is not located in or a resident of any province or territory of Canada, and that it is not tendering any Existing Coterra Notes on behalf of a beneficial owner that is located in or a resident of Canada, unless either: (i) such holder has completed and returned a Canadian supplemental eligibility letter to the Information Agent, or (ii) such holder is an account manager outside Canada acting on behalf of a Canadian beneficial owner on a fully-discretionary basis, and no acts in furtherance of the exchange of such beneficial owner’s Existing Coterra Notes take place in Canada.

The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum and Consent Solicitation Statement, a copy of which may be obtained by Eligible Holders by contacting D.F. King & Co., Inc., the Exchange Agent and Information Agent in connection with the Exchange Offers and Consent Solicitations, by sending an email to dvn@dfking.com or by calling (877) 478-5045 (U.S. toll-free) or (212) 434-0035 (banks and brokers). The eligibility letter is available electronically at: www.dfking.com/dvn.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. This press release should not be construed as an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any Devon securities or other securities by Coterra. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made to Eligible Holders solely pursuant to the Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law.

The New Devon Notes have not been registered with the Securities and Exchange Commission (the “SEC”) under the Securities Act or any state or foreign securities laws. Therefore, the New Devon Notes may not be offered or sold in the United States or to any U.S. person absent registration, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In connection with the Exchange Offers, Devon expects to enter into a registration rights agreement, pursuant to which Devon will be obligated to use commercially reasonable efforts to file with the SEC and cause to become effective a registration statement with respect to an offer to exchange each series of New Devon Notes for new notes within 450 days of the settlement date. In addition, Devon has agreed to use commercially reasonable efforts to file a shelf registration statement to cover resales of the New Devon Notes under the Securities Act in certain circumstances.

ABOUT DEVON ENERGY
Devon Energy is a leading oil and gas producer in the U.S. with a premier multi-basin portfolio with assets in the Anadarko Basin, Eagle Ford, Marcellus Shale, Powder River Basin, Williston Basin, anchored by a world-class position in the Delaware Basin. Devon’s disciplined cash-return business model is designed to achieve strong returns, generate resilient free cash flow and return capital to shareholders, while focusing on safe and sustainable operations. For more information, please visit www.devonenergy.com.

Investor Contacts Daniel Guffey, 281-589-4875 Hannah Stuckey, 281-589-4983	Chris Carr, 405-228-2496 Wade Browne, 405-228-7240
Media Contact Michelle Hindmarch, 405-552-7460 Stephen Flaherty, 281-589-4826

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release includes “forward-looking statements” within the meaning of federal securities laws. Such statements include those concerning statements about the timing of the Exchange Offers and Consent Solicitations, including the expected settlement date and the satisfaction or waiver of certain conditions to the Exchange Offers and the Consent Solicitations. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control. Consequently, actual future results could differ materially and adversely from our expectations due to a number of factors, including, but not limited to: risks relating to the terms and timing of the Exchange Offers and the Consent Solicitations, the number of Existing Coterra Notes tendered and not validly withdrawn, conditions in financial markets, investor response to the Exchange Offers and the Consent Solicitations, and any other risks and uncertainties discussed in the Offering Memorandum and Consent Solicitation Statement. The forward-looking statements included in this press release speak only as of the date of this press release, represent management’s current reasonable expectations as of the date of this press release and are subject to the risks and uncertainties identified above. We cannot guarantee the accuracy of our forward-looking statements, and readers are urged to carefully review and consider the various disclosures made in the Offering Memorandum and Consent Solicitation Statement. All subsequent written and oral forward-looking statements attributable to Devon, Coterra or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements above. We do not undertake, and expressly disclaim, any duty to update or revise our forward-looking statements based on new information, future events or otherwise.

FAQ

What early tender results did Devon Energy (NYSE: DVN) report for the Coterra note exchange offers?

Devon reported that 65.76% to 97.78% of each Coterra note series was tendered by June 5, 2026. According to Devon, larger tranches like the 5.90% 2055 notes reached 97.78% participation, indicating substantial holder engagement in the private exchange offers.

What total exchange consideration will DVN holders receive for tendered Coterra notes?

For each $1,000 principal of Existing Coterra Notes accepted, holders receive $1,000 principal of corresponding New Devon Notes plus $1 in cash. According to Devon, this applies to all eligible series validly tendered at or before the June 23, 2026 Expiration Date.

When do Devon Energy’s (DVN) exchange offers and consent solicitations expire?

The exchange offers and consent solicitations expire at 5:00 p.m. New York City time on June 23, 2026, unless extended. According to Devon, settlement is expected within two business days after this Expiration Date, subject to stated conditions.

Who is eligible to participate in the Devon (DVN) Coterra note exchange offers?

Participation is limited to Eligible Holders, including U.S. qualified institutional buyers and certain non-U.S. persons. According to Devon, holders must complete an eligibility letter, and Canadian holders need a supplemental form or fully discretionary non-Canadian account manager involvement.

Are the New Devon Notes issued in the DVN exchange offers registered with the SEC?

The New Devon Notes are not initially registered under the Securities Act or state laws. According to Devon, it expects to enter a registration rights agreement and use commercially reasonable efforts to make an exchange registration effective within 450 days of settlement.

What indenture changes result from Devon’s (DVN) consent solicitations for Coterra notes?

Coterra received requisite consents to adopt proposed amendments for five note series, excluding OpCo notes. According to Devon, supplemental indentures have been executed and will become operative on settlement, once the exchange offers close under the announced timetable.

How did Devon Energy change the early participation terms for DVN’s exchange consideration?

Devon extended the deadline to receive the full total exchange consideration to the Expiration Date. According to Devon, notes tendered after the June 5, 2026 Early Tender Date but before expiration receive the same consideration as early tenders.