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EX-1.1 - UNDERWRITING AGREEMENT, DATED MAY 7, 2012 - DEVON ENERGY CORP/DEd349163dex11.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 9, 2012 (May 7, 2012)

 

 

DEVON ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   001-32318   73-1567067

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

333 WEST SHERIDAN AVE.,

OKLAHOMA CITY, OK

  73102-0501
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (405) 235-3611

20 NORTH BROADWAY, OKLAHOMA CITY, OK 73102

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement

On May 7, 2012, Devon Energy Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives for the underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters $750 million aggregate principal amount of its 1.875% Senior Notes due 2017, $1 billion aggregate principal amount of its 3.250% Senior Notes due 2022 and $750 million aggregate principal amount of its 4.750% Senior Notes due 2042 in a registered public offering pursuant to the Company’s shelf registration statement on Form S-3 filed on December 12, 2011 (File No. 333-178453) (the “Registration Statement”). The Company is filing the Underwriting Agreement as Exhibit 1.1 to this report. By the filing of this report, the Company is causing this exhibit to be incorporated by reference herein and into the Registration Statement.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit No.

  

Description of Exhibits

1.1    Underwriting Agreement, dated May 7, 2012, by and among Devon Energy Corporation and Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein.

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 9, 2012    
    Devon Energy Corporation
    By:   /s/ Carla D. Brockman
      Carla D. Brockman
      Vice President Corporate Governance and Secretary

 


EXHIBIT INDEX

 

Exhibit No.

  

Description

1.1    Underwriting Agreement, dated May 7, 2012, by and among Devon Energy Corporation and Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein.