Item 8.01 Other Events

On May 24, 2021, Devon Energy Corporation (the "Company") announced that (i) as of 5:00 p.m., New York City time, on May 21, 2021, $1,958,718,000 in aggregate principal amount of certain outstanding notes (the "WPX Notes") of WPX Energy, Inc., a wholly-owned, direct subsidiary of the Company ("WPX"), representing approximately 97.23% of the total outstanding principal amount of the WPX Notes and at least a majority of the aggregate outstanding principal amount of each series of WPX Notes, had been validly tendered and not validly withdrawn in connection with its previously announced private exchange offers (the "Exchange Offers") and related consent solicitations with respect to the WPX Notes and (ii) the early tender deadline has been extended until 11:59 p.m., New York City time, on June 7, 2021.

A copy of the press release announcing the (i) early tender results of the Exchange Offers and (ii) extension of the early tender deadline is hereby incorporated by reference and attached hereto as Exhibit 99.1.

This report does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits




Exhibit No.    Description

    99.1         Press Release dated May 24, 2021.

    104        Cover Page Interactive Data File (embedded within the Inline XBRL
               document).

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