Skip to content
ChickenStockChickenStock
ResearchFilings

AI English summary of an SEC filing — figures as filed

Devon Energy logoDevon Energy DVN

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.

8-KEntry into a Material Definitive AgreementFiled Period of report Summary published (UTC)

Key points

AI summary
  1. 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.

  2. 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.

  3. 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.

  4. 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-written

Analysis 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.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.