Devon completes exchange offers for Coterra notes
Devon Energy Corporation announced the final results of its private exchange offers for outstanding notes issued by its subsidiary Coterra Energy Inc. Holders tendered approximately $2.95 billion in aggregate principal amount of Existing Coterra Notes. The company will issue new notes and cash in exchange, with settlement expected on or about June 25, 2026.
*this image is generated using AI for illustrative purposes only.
Devon Energy Corporation announced the final results of its private exchange offers for outstanding notes issued by its subsidiary Coterra Energy Inc. Eligible Holders tendered approximately $2.95 billion in aggregate principal amount of Existing Coterra Notes to exchange for new notes issued by Devon and cash. The exchange offers expired at 5:00 p.m. New York City time on June 23, 2026.
The following table details the aggregate principal amount of each series of Existing Coterra Notes validly tendered and the aggregate principal amount of New Devon Notes to be issued:
| Title of Series | Aggregate Principal Amount Outstanding | Principal Amount Tendered | Percentage Tendered | Aggregate Principal Amount of New Devon Notes |
|---|---|---|---|---|
| 3.90% Senior Notes due 2027 | $687,217,000 | $585,855,000 | 85.25% | $627,099,000 |
| 3.90% Senior Notes due 2027 (1) | $62,718,000 | $41,244,000 | 65.76% | $627,099,000 |
| 4.375% Senior Notes due 2029 | $433,171,000 | $385,960,000 | 89.10% | $447,554,000 |
| 4.375% Senior Notes due 2029 (1) | $66,812,000 | $61,594,000 | 92.19% | $447,554,000 |
| 5.60% Senior Notes due 2034 | $500,000,000 | $465,815,000 | 93.16% | $465,815,000 |
| 5.40% Senior Notes due 2035 | $750,000,000 | $671,688,000 | 89.56% | $671,688,000 |
| 5.90% Senior Notes due 2055 | $750,000,000 | $734,180,000 | 97.89% | $734,180,000 |
(1) Represents senior notes issued by Coterra Energy Operating Co., an indirect wholly owned subsidiary of Devon previously known as Cimarex Energy Co.
The settlement of the Exchange Offers is expected to take place on or about June 25, 2026. The consideration to be paid for Existing Coterra Notes validly tendered at or before June 5, 2026, and those tendered following such time but at or before the Expiration Date, will be the same.
The New Devon Notes will be issued pursuant to an indenture dated August 28, 2024, by and between Devon and U.S. Bank Trust Company, National Association, as trustee. The notes will be general unsecured obligations of Devon and will rank equally with all of Devon’s other unsecured and unsubordinated debt obligations.
The Exchange Offers and related consent solicitations were made only to Eligible Holders who were qualified institutional buyers in the United States or non-U.S. persons outside the United States. The New Devon Notes have not been registered with the Securities and Exchange Commission under the Securities Act of 1933.
How will the consolidation of Coterra Energy's debt under Devon Energy impact Devon's credit ratings and overall cost of capital?
What are the strategic implications for Devon Energy's balance sheet and future acquisition plans following this debt exchange?
How might the market react to the unregistered status of the new Devon Notes, and could this affect liquidity or investor demand?
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