Devon Energy Corporation (NYSE:DVN) entered into an agreement to acquire WPX Energy, Inc. (NYSE:WPX) from EnCap Investments L.P., BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Felix Energy Holdings II, LLC and others for $2.6 billion in a merger of equals transaction on September 26, 2020. Under the terms of the transaction, WPX Energy shareholders will receive a fixed exchange ratio of 0.5165 shares of Devon common stock for each share of WPX Energy common stock owned. Upon completion of the transaction, Devon Energy shareholders will own approximately 57% of the combined company and WPX Energy shareholders will own approximately 43% of the combined company on a fully diluted basis. Pursuant to the transaction, WPX Energy will operate as a subsidiary of Devon Energy. The combined company, which will be named Devon Energy. Upon termination of the merger agreement under certain circumstances, terminating party may be required to pay the other a termination fee equal to $75 million. Following the merger, the Board of Directors will consist of 12 members, 7 directors from Devon and 5 from WPX including the lead independent director. Devon Board of Directors at the effective time will be comprised of Barbara M. Baumann, John E. Bethancourt, Ann G. Fox, David A. Hager, John Krenicki, Robert A. Mosbacher, Duane C. Radtke, Kelt Kindick, Karl F. Kurz, Richard E. Muncrief, D. Martin Phillips, and Valerie M. Williams. The senior leadership team will consist of David A. Hager, the current President and Chief Executive Officer of Devon, who will be appointed as the Executive Chairman of Devon; Richard E. Muncrief, the current Chairman and Chief Executive Officer of WPX, who will be appointed as President and Chief Executive Officer of Devon; Clay M. Gaspar, the current President and Chief Operating Officer of WPX, who will be appointed as the Executive Vice President and Chief Operating Officer of Devon; Jeffrey L. Ritenour, the current Executive Vice President and Chief Financial Officer of Devon; David G. Harris, the current Executive Vice President, Exploration and Production of Devon, who will be appointed as the Executive Vice President and Chief Corporate Development Officer of Devon; Dennis C. Cameron, the current Executive Vice President and General Counsel of WPX, who will be appointed as the Executive Vice President and General Counsel of Devon; and Tana K. Cashion, the current Senior Vice President, Human Resources of Devon. The combined company will be headquartered in Oklahoma City.

The closing of the transaction is subject to various closing conditions, including, but not limited to, approvals by Devon Energy and WPX Energy shareholders, Registration Statement shall have become effective, the expiration or earlier termination of the waiting period under the Hart–Scott–Rodino Antitrust Improvements Act of 1976 and Devon Energy common stock shall have been approved and authorized for listing on the NYSE and other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of both companies, regulatory approval. The board of directors of WPX unanimously recommends that WPX stockholders vote “FOR” the transaction. As of October 22, 2020 FTC granted the early termination notice. On December 30, 2020, Devon Energy and WPX Energy Shareholders Approved the Merger of Equals transaction. As of November 24, 2020, the registration statement has been declared effective. The transaction is expected to close in the first quarter of 2021. As of December 30, 2020, the transaction is expected to close on January 7, 2021. The transaction is expected to be immediately accretive to all relevant per-share metrics in the first year, including: earnings, cash flow, free cash flow, and net asset value, as well as accretive to return on invested capital.

J.P. Morgan Securities LLC acted as financial advisor while Frank Ed Bayouth II, Trevor Allen, Michael Bergmann, Jose Esteves, Elizabeth Malone, Anthony Saldana, Erica Schohn, David Schwartz, Kenneth Schwartz and Sally Thurston of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Devon Energy. J.P. Morgan Securities LLC also provided fairness opinion to Devon's Board of Directors. Citigroup Global Markets Inc. acted as financial advisor and also provided fairness opinion while Anthony Speier, David Castro, Sean T. Wheeler, Debbie P. Yee, Kevin Crews, Melissa Kalka, Cephas Sekhar, J. Robert Fowler, Stephanie Jeane, David Wheat, Michael Wayne Rigdon, Will W. Bos, Kimberly Perdue, Paul D. Tanaka, Carla A.R. Hine, Melissa Renae Grim, R.D. Kohut and Brooksany Barrowes of Kirkland & Ellis LLP acted as legal advisors to WPX Energy. Matt Strock and Doug McWilliams of Vinson & Elkins LLP acted as legal advisors to EnCap Investments L.P. Mackenzie Partners, Inc. acted as information agent to Devon and will receive a fee of $30,000 for its services. Georgeson LLC acted as the information agent to WPX and will receive a fee of $15,000 for its services. As part of the transaction. Devon has agreed to pay J.P. Morgan an estimated fee of approximately $20 million, $3 million of which was paid to J.P. Morgan following the delivery of its opinion and the remainder of which is contingent and payable upon the consummation of the proposed merger. WPX has agreed to pay Citi for its services in connection with the proposed merger an aggregate fee of up to $33 million, of which $4 million was payable upon delivery of Citi's opinion and the balance is payable contingent upon consummation of the merger.


Devon Energy Corporation (NYSE:DVN) completed the acquisition of WPX Energy, Inc. (NYSE:WPX) from EnCap Investments L.P., BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Felix Energy Holdings II, LLC and others in a merger of equals transaction on January 7, 2021. WPX Energy common stock will no longer be listed for trading on the NYSE.