Item 8.01. Other Events.
On January 8, 2021, Devon Energy Corporation (the "Company" or "Devon")
registered 83,081 shares (the "Shares") of its common stock, par value $0.10 per
share (the "Devon Common Stock"), under the Company's registration statement on
Form S-3 (File No. 333-236951) (the "Registration Statement"), as supplemented
by a prospectus supplement, dated as of January 8, 2021, filed with the
Securities and Exchange Commission on January 8, 2021. The Shares are issuable
to certain former employees of WPX Energy, Inc. ("WPX") upon the exercise of
certain options to purchase shares of common stock of WPX that were assumed by
Devon and converted into options with respect to shares of Devon Common Stock
(subject to appropriate adjustments to the number of shares and exercise price)
in connection the consummation on January 7, 2021 of the transactions
contemplated by the Agreement and Plan of Merger, dated as of September 26, 2020
(the "Merger Agreement"), by and among Devon, East Merger Sub, Inc., a Delaware
corporation and wholly-owned, direct, subsidiary of Devon and WPX.
The Company is filing this report to provide the legal opinion as to the
validity of the Shares, which opinion is attached hereto as Exhibit 5.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
validity of the Shares.
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit
5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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