Devon Energy Announces Early Tender Results, Results of Consent Solicitations and Upsizing of Tender Offers

March 21, 2018

OKLAHOMA CITY–(BUSINESS WIRE)–Devon Energy Corporation (NYSE: DVN) (the “Company”
or “Devon Energy”) today announced the
early tender results for its previously announced tender offers (the “Tender
Offers”) to purchase for cash up to an aggregate principal amount
of the securities listed in the table below (collectively, the “Notes”)
that would not result in the aggregate amount that all holders of the
Notes are entitled to receive, excluding accrued and unpaid interest,
for their Notes that are validly tendered and accepted for purchase in
the Tender Offers, exceeding the Aggregate Maximum Repurchase Amount (as
defined below). In addition, the Company has amended the Tender Offers
to increase the previously announced Aggregate Maximum Repurchase Amount
from $1.0 billion to such aggregate amount necessary to pay the Total
Consideration (as defined below) for all of the Eligible Notes (as
defined below) validly tendered and not validly withdrawn in the Tender
Offers as of the Early Tender Date (as defined below) (as amended, the “Aggregate
Maximum Repurchase Amount”). All other terms of the Tender Offers
and Devon Energy’s solicitations of consents (the “Consent
Solicitations”) to the adoption of certain proposed amendments to
the indentures governing the Notes, as previously announced, remain
unchanged. The Tender Offers and Consent Solicitations were made
pursuant to the terms and conditions set forth in the offer to purchase
and consent solicitation statement, dated March 7, 2018 (the “Offer
to Purchase”).

As of the previously announced early tender date and time of 5:00 p.m.,
New York City time, on March 20, 2018 (the “Early
Tender Date”), according to information provided by D.F. King &
Co., Inc., the tender and information agent for the Tender Offers, a
total of $807,148,000 aggregate principal amount of Notes with the two
highest acceptance priority levels (the “Eligible
Notes”) had been validly tendered (and the related consents
delivered) and not validly withdrawn in the Tender Offers. Since the
Total Consideration payable with respect to all of the Eligible Notes
will equal the Aggregate Maximum Repurchase Amount, none of the tendered
Notes from any other series will be accepted for purchase pursuant to
the Tender Offers. Withdrawal rights for the Notes (and revocation
rights for the related consents) expired at 5:00 p.m., New York City
time, on March 20, 2018. The table below sets forth the aggregate
principal amount and percentage of the Eligible Notes validly tendered
and not validly withdrawn by the Early Tender Date that will be accepted
for purchase by the Company.

Principal
U.S.	Early	Amount	Percent
Principal	Acceptance	Treasury	Bloomberg	Tender	Tendered at	Tendered of
Title of	CUSIP	Amount	Priority	Reference	Reference	Fixed	Payment	Early	Amount
Security	Number	Outstanding	Level	Security	Page	Spread(a)	(a)(b)	Tender Date	Outstanding
7.875% debentures due 2031(c)	25179SAD2	$1,058,648,000	1	2.75% UST due 2/15/28	FIT1	+ 140 bps	$30	$384,037,000	36.3%
7.950% debentures due 2032(d)	251799AA0	$788,758,000	2	2.75% UST due 2/15/28	FIT1	+ 140 bps	$30	$423,111,000	53.6%
5.850% notes due 2025(d)	25179MAV5	$485,232,000	3	2.75% UST due 2/15/28	FIT1	+ 60 bps	$30	—(f)	—(f)
5.600% notes due 2041(d)	25179MAL7	$1,250,000,000	4	2.75% UST due 11/15/47	FIT1	+ 135 bps	$30	—(f)	—(f)
3.250% notes due 2022(d)(e)	25179MAP8	$1,000,000,000	5	2.625% UST due 2/28/23	FIT1	+ 60 bps	$30	—(f)	—(f)

(a) The Total Consideration for Eligible Notes validly tendered prior to
or at the Early Tender Date and accepted for purchase will be calculated
on the basis of pricing for the U.S. Treasury Reference Security as of
2:00 p.m., New York City time, on March 21, 2018, and includes the
applicable Fixed Spread and Early Tender Payment set forth in the table
above.

(b) Per $1,000 principal amount.

(d) Issuer: Devon Energy Corporation.

(e) The 3.250% notes due 2022 are subject to a series tender cap of
$250,000,000.

(f) Notes from such series will not be accepted for purchase by the
Company.

The “Total Consideration” for the Eligible
Notes validly tendered and accepted for purchase pursuant to the Tender
Offers will be determined in the manner described in the Offer to
Purchase at 2:00 p.m., New York City time, on March 21, 2018. Holders of
the Eligible Notes validly tendered and not validly withdrawn at or
prior to the Early Tender Date are eligible to receive the Total
Consideration for any such Eligible Notes accepted for purchase. Holders
will also receive accrued and unpaid interest on the Eligible Notes
validly tendered and accepted for purchase from the applicable last
interest payment date up to, but not including, the date the Company
makes payment for such Eligible Notes, which date is anticipated to be
March 22, 2018.

The Tender Offers and Consent Solicitations for each series of Notes
will expire at 11:59 p.m., New York City time, on April 3, 2018, unless
extended or earlier terminated. Because the Tender Offers have been
fully subscribed as of the Early Tender Date, holders who tender Notes
after the Early Tender Date will not have any of their Notes accepted
for purchase and no additional consents will be accepted in the Consent
Solicitations. Any Notes tendered after the Early Tender Date, together
with all Notes (other than the Eligible Notes) tendered at or prior to
the Early Tender Date, will be returned to the holders thereof as
described in the Offer to Purchase.

Devon Energy will fund the Tender Offers with available cash, including
cash generated from operations and the net proceeds from previously
completed asset sales and financing transactions. The Tender Offers are
being made to reduce the Company’s outstanding debt, including the debt
of its subsidiaries.

Devon Energy today also announced that it had received the requisite
consents in connection with the Consent Solicitations to adopt certain
proposed amendments to the indenture governing its 7.950% debentures due
2032 to, among other things, eliminate substantially all of the
restrictive covenants, certain affirmative covenants and events of
default and other related provisions. The supplemental indenture
implementing the proposed amendments with respect to such Notes will
become effective on March 22, 2018.

Information Relating to the Tender Offers and Consent Solicitations

Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and
Wells Fargo Securities, LLC are the Lead Dealer Managers and
Solicitation Agents for the Tender Offers and the Consent Solicitations,
and the Co-Dealer Managers and Solicitation Agents are BMO Capital
Markets Corp., Mizuho Securities USA LLC and Scotia Capital (USA) Inc.
Investors with questions regarding the Tender Offers or Consent
Solicitations may contact Citigroup Global Markets Inc. at (800)
558-3745 (toll free) or (212) 723-6106 (collect), Credit Suisse
Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 538-1862
(collect) or Wells Fargo Securities, LLC at (866) 309-6316 (toll free)
or (704) 410-4760 (collect). D.F. King & Co., Inc. is the tender and
information agent for the Tender Offers and can be contacted at (800)
967-4617 (toll-free) or (212) 269-5550 (collect).

This press release is for informational purposes only and is not an
offer to buy, or the solicitation of an offer to sell, any of the Notes
and the Tender Offers do not constitute offers to buy or the
solicitation of offers to sell the Notes in any jurisdiction or in any
circumstances in which such offers or solicitations are unlawful. The
full details of the Tender Offers and Consent Solicitations are included
in the Offer to Purchase. Holders of the Notes are strongly encouraged
to read carefully the Offer to Purchase, including materials
incorporated by reference therein, because it contains important
information. The Offer to Purchase may be obtained from D.F. King & Co.,
Inc., free of charge, by calling toll-free at (800) 967-4617 (bankers
and brokers can call collect at (212) 269-5550) or emailing [email protected].

Forward-Looking Statements

This press release contains forward-looking statements within the
meaning of the federal securities laws. Such statements are subject to a
number of assumptions, risks and uncertainties, many of which are beyond
the control of the Company. These risks include, but are not limited to,
the Company’s ability to complete any of the Tender Offers and Consent
Solicitations and reduce its outstanding indebtedness and the other
risks identified in the Offer to Purchase, the Company’s Annual Report
on Form 10-K and its other filings with the Securities and Exchange
Commission. Investors are cautioned that any such statements are not
guarantees of future performance and that actual results or developments
may differ materially from those projected in the forward-looking
statements. The forward-looking statements in this press release are
made as of the date hereof, and the Company does not undertake any
obligation to update the forward-looking statements as a result of new
information, future events or otherwise.

About Devon

Devon Energy is a leading independent energy company engaged in finding
and producing oil and natural gas. Based in Oklahoma City and included
in the S&P 500, Devon Energy operates in several of the most prolific
oil and natural gas plays in the U.S. and Canada with an emphasis on
achieving strong returns and capital-efficient cash flow growth. For
more information, visit www.devonenergy.com.

Contacts

Devon Energy Corporation
Investor Contacts
Scott
Coody, 405-552-4735
Chris Carr, 405-228-2496
Media
Contact
John Porretto, 405-228-7506