AI English summary of an SEC filing — figures as filed
Devon said it entered into a securities purchase agreement on July 8, 2024 with WPX Energy Williston, LLC, its wholly owned subsidiary, and Grayson Mill Holdings II, LLC and Grayson Mill Holdings III, LLC, to acquire all issued and outstanding securities of the Subject Companies.
Key points
AI summaryDevon said it entered into a securities purchase agreement on July 8, 2024 with WPX Energy Williston, LLC, its wholly owned subsidiary, and Grayson Mill Holdings II, LLC and Grayson Mill Holdings III, LLC, to acquire all issued and outstanding securities of the Subject Companies.
The company said it will pay $3,250,000,000.00 in cash and 37,210,292 shares of common stock as consideration, and that both forms of consideration are subject to various purchase price adjustments.
The company said the transaction is expected to close in Q3 2024, subject to closing conditions including the expiration or termination of the HSR Act waiting period. It also said it will deposit $250,000,000.00 into escrow within 3 business days of the execution date.
The company said it will enter into a registration rights agreement at closing covering resale registration of the common stock issued to the sellers or their designees. It said the issuance of this common stock will rely on the exemption from registration under Section 4(a)(2) of the Securities Act.
Summary
AI-writtenAnalysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.
Devon Enters Agreement to Acquire Grayson Mill Controlling Entities
Devon said it entered into a securities purchase agreement on July 8, 2024 with WPX Energy Williston, LLC, its wholly owned subsidiary, and Grayson Mill Holdings II, LLC and Grayson Mill Holdings III, LLC, to acquire all issued and outstanding securities of the Subject Companies.
Source · Based on the filing body and exhibits
Consideration: $3,250,000,000.00 in Cash and 37,210,292 Common Shares
The company said it will pay $3,250,000,000.00 in cash and 37,210,292 shares of common stock as consideration, and that both forms of consideration are subject to various purchase price adjustments.
Source · Based on the filing body and exhibits
Expected Closing Timing, HSR Conditions and Escrow Deposit
The company said the transaction is expected to close in Q3 2024, subject to closing conditions including the expiration or termination of the HSR Act waiting period. It also said it will deposit $250,000,000.00 into escrow within 3 business days of the execution date.
Source · Based on the filing body and exhibits
Registration Rights Agreement at Closing and Unregistered Stock Issuance
The company said it will enter into a registration rights agreement at closing covering resale registration of the common stock issued to the sellers or their designees. It said the issuance of this common stock will rely on the exemption from registration under Section 4(a)(2) of the Securities Act.
Source · Based on the filing body and exhibits
AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.
Original filing
The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.
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