DEVON ENERGY CORP/DE 8-K

What Happened
Devon Energy Corporation announced on June 25, 2026 that it completed private exchange offers and consent solicitations to settle outstanding notes issued by its wholly owned subsidiary Coterra Energy Inc. As part of the settlement, Devon issued approximately $2.946 billion aggregate principal amount of five series of new senior unsecured notes (the New Devon Notes) and the accepted Existing Coterra Notes were retired and canceled. The Exchange Offers were private and not registered under the Securities Act.

Key Details

• Devon issued five series of New Devon Notes totaling $2,946,336,000:
  • $627,099,000 of 3.90% Senior Notes due May 15, 2027
  • $447,554,000 of 4.375% Senior Notes due March 15, 2029
  • $465,815,000 of 5.60% Senior Notes due March 15, 2034
  • $671,688,000 of 5.40% Senior Notes due February 15, 2035
  • $734,180,000 of 5.90% Senior Notes due February 15, 2055
• The New Devon Notes are general unsecured obligations of Devon and rank equally with Devon’s other unsecured, unsubordinated debt.
• The Existing Coterra Notes accepted in the Exchange Offers were retired and canceled; the filing lists the amounts tendered/accepted and remaining outstanding for each Coterra series following settlement.
• Devon entered into a Registration Rights Agreement with dealer managers (Wells Fargo, BofA Securities and Citi) committing to file a registration statement to exchange the New Devon Notes for registered notes; Devon may owe up to 1.0% additional interest if the exchange offers are not completed within 450 days of the settlement.

Why It Matters
This transaction shifts debt previously issued by Coterra onto Devon’s balance sheet as newly issued Devon senior notes and reduces the outstanding amount of legacy Coterra notes. For investors, key takeaways are the increase in Devon’s unsecured debt obligations (with specified interest rates and maturities) and the company’s commitment to register the new notes for resale or pay incremental interest if registration-based exchanges are delayed. These changes affect Devon’s debt profile and repayment schedule but do not reflect a public securities offering for the Exchange Offers themselves (they were private).