Devon Energy Announces Tender Offers for up to $1.0 Billion Aggregate Purchase Price for Certain Outstanding Debt Securities and Related Consent Solicitations

OKLAHOMA CITY–(BUSINESS WIRE)–Devon Energy Corporation (NYSE: DVN) (the “Company”
or “Devon Energy”) today announced that it
has commenced tender offers to purchase for cash (the “Tender
Offers”) up to an aggregate maximum repurchase amount of $1.0
billion for the securities listed in the table below (collectively, the “Securities”).

(a) The Total Consideration (as defined below) for Securities validly
tendered prior to or at the Early Tender Date (as defined below) and
accepted for purchase is calculated using the applicable Fixed Spread
(as defined below) and includes the Early Tender Payment (as defined
below).

(b) Per $1,000 principal amount.

(c) Issuer: Devon Financing Company, L.L.C.

(d) Issuer: Devon Energy Corporation.

The Tender Offers consist of offers to purchase for cash the Securities
listed in the table above up to the aggregate maximum repurchase amount,
excluding accrued interest, of $1.0 billion (the “Aggregate
Maximum Repurchase Amount”); provided that no more than
$250,000,000 aggregate principal amount of the 3.250% notes due 2022
will be purchased in the Tender Offers (such cap, the “Series
Tender Cap”). Subject to applicable law, the Company may increase
or decrease the Aggregate Maximum Repurchase Amount or the Series Tender
Cap in its sole discretion.

In conjunction with the Tender Offers, the Company also commenced a
solicitation (the “Consent Solicitations”)
of consents (the “Consents”) to adopt
certain proposed amendments to the indentures governing the Securities
to, among other things, eliminate substantially all of the restrictive
covenants, certain affirmative covenants and events of default and other
related provisions (the “Proposed Amendments”).
In order for the Proposed Amendments with respect to a series of
Securities to become effective, (i) the Proposed Amendments must be
consented to by the holders of a majority of the aggregate principal
amount outstanding of the Securities of such series and (ii) all of the
Securities of such series that have been validly tendered in the
applicable Tender Offer have been or will be accepted for purchase by
the Company without proration. Holders of Securities may not tender
their Securities without delivering Consents in the Consent Solicitation
relating to such Securities. The Company refers investors to the Offer
to Purchase and Consent Solicitation Statement, dated March 7, 2018 (the
“Offer to Purchase”), for the complete
terms and conditions of the Tender Offers and Consent Solicitations.

The Tender Offers will expire at 11:59 p.m., New York City time, on
April 3, 2018, unless extended or earlier terminated (such date and
time, as the same may be extended, the “Expiration
Date”). Holders of Securities must validly tender and not validly
withdraw their Securities prior to or at 5:00 p.m., New York City time,
on March 20, 2018, unless extended or earlier terminated (such date and
time, as the same may be extended, the “Early
Tender Date”), to be eligible to receive the Total Consideration,
which includes the early tender payment of $30 per $1,000 principal
amount of Securities (the “Early Tender Payment”).
Holders of Securities who validly tender their Securities after the
Early Tender Date but prior to or at the Expiration Date will be
eligible to receive an amount equal to the Total Consideration minus the
Early Tender Payment. All Securities tendered prior to or at the Early
Tender Date will have priority over Securities tendered after the Early
Tender Date.

The Consent Solicitations will expire at 11:59 p.m., New York City time,
on April 3, 2018, unless extended or earlier terminated.

Securities may be validly withdrawn (and related Consents may be
revoked) at any time prior to or at 5:00 p.m., New York City time, on
March 20, 2018, unless such date and time is extended or earlier
terminated by the Company, but not thereafter.

The “Total Consideration” for each $1,000
principal amount of each series of Securities validly tendered and
accepted for purchase pursuant to the applicable Tender Offers will be
determined in the manner described in the Offer to Purchase by reference
to a fixed spread specified for such Securities (the “Fixed
Spread”) in the table above plus the yield to maturity based on
the bid-side price of the applicable U.S. Treasury Reference Security
specified in the table above at 2:00 p.m., New York City time, on March
21, 2018, unless extended or earlier terminated.

Holders will also receive accrued and unpaid interest on Securities
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 Securities, which date is anticipated to be (i)
March 22, 2018, in the case of the Securities tendered prior to or at
the Early Tender Date and accepted for purchase pursuant to a Tender
Offer, and (ii) April 4, 2018, in the case of the Securities tendered
after the Early Tender Date and prior to the Expiration Date and
accepted for purchase pursuant to a Tender Offer.

Devon Energy expects to fund the Tender Offers with cash flow 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.

The Tender Offers and Consent Solicitations are subject to the
satisfaction or waiver of certain conditions specified in the Offer to
Purchase but the Tender Offers are not subject to minimum tender
conditions. Following the completion of the Tender Offers, the Company
or its affiliates may purchase additional Securities in the open market,
in privately negotiated transactions, through tender or exchange offers,
or otherwise, or the applicable issuer may redeem Securities that the
issuer is permitted to redeem pursuant to their terms. The Company is
not obligated to redeem any Securities that are not tendered and
accepted in the Tender Offers.

Information Relating to the Tender Offers and Consent Solicitations

The Offer to Purchase is being distributed to holders of Securities
beginning today. 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).

None of the Company or its affiliates, their respective boards of
directors, the dealer managers and solicitation agents, the tender and
information agent or the trustee with respect to any series of
Securities is making any recommendation as to whether holders should
tender any Securities in response to any of the Tender Offers or deliver
Consents pursuant to the Consent Solicitations, and neither the Company
nor any such other person has authorized any person to make any such
recommendation. Holders must make their own decision as to whether to
tender any of their Securities and deliver the related Consents, and, if
so, the principal amount of Securities to tender.

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
Securities and the Tender Offers do not constitute offers to buy or the
solicitation of offers to sell Securities 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, including
complete instructions on how to tender Securities and deliver Consents,
are included in the Offer to Purchase. Holders 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 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