Devon Announces $5bn Strategic Acquisition in the Williston

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(Devon Energy, 8.Jul.2024) — Devon Energy has entered into a definitive purchase agreement to acquire the Williston Basin business of Grayson Mill Energy in a transaction valued at $5bn, consisting of $3.25bn of cash and $1.75bn of stock to the sellers.

The transaction is subject to customary terms and conditions, including various purchase price adjustments, and is expected to close by the end of the third quarter of 2024, with an effective date of 1 June 2024.

“The acquisition of Grayson Mill is an excellent strategic fit for Devon that allows us to efficiently expand our oil production and operating scale while capturing a meaningful runway of highly economic drilling inventory,” stated Rick Muncrief, Devon’s president and CEO. “This transaction also creates immediate value within our financial framework by delivering sustainable accretion to earnings and free cash flow that will result in higher distributions to shareholders over time.”

TRANSACTION HIGHLIGHTS

  • Immediately accretive to financial metrics – The transaction is immediately accretive to Devon’s key per-share financial measures, including earnings, cash flow, free cash flow and net asset value. The assets were acquired at less than 4-times EBITDAX, with an estimated free cash flow yield of 15% at an $80 WTI oil price.
  • Enhances scale and scope of operations – The acquisition adds a high-margin production mix that further positions Devon as one of the largest oil producers in the U.S. Pro forma for the transaction, the company estimates its oil production to average 375,000 barrels per day, with total production reaching an average of 765,000 oil-equivalent barrels (Boe) per day across its diversified portfolio of assets.(1)
  • Transforms Williston Basin business – The transaction significantly expands the company’s position in the Williston Basin with the addition of 307,000 net acres (70 percent working interest). Production from the acquired properties is expected to be maintained at approximately 100,000 Boe per day (55% oil) in 2025. With enhanced scale in the basin, Devon expects to realize up to $50 million in average annual cash flow savings from operating efficiencies and marketing synergies. The acquisition also adds 500 gross locations and 300 high-quality refrac candidates that effectively compete for capital in the company’s portfolio. On a pro forma basis, Devon will possess an inventory life of up to 10 years in the Williston Basin at a constant development pace of three operated rigs.
  • Midstream ownership enhances margin – The acquired business generates peer-leading operating margins in the Williston Basin that benefit from midstream infrastructure ownership in 950 miles of gathering systems, an extensive network of disposal wells and crude storage terminals. This midstream ownership creates a margin uplift of more than $125mn of EBITDAX annually and provides marketing optionality to capture higher pricing through access points to multiple end use markets.
  • Improves outlook for return of capital to shareholders – Due to the accretive nature of this transaction to free cash flow, Devon’s board of directors has expanded its share-repurchase authorization by 67% to $5bn through mid-year 2026. The company also expects this acquisition to be accretive to the company’s dividend payout in 2025 and beyond.
  • Maintains strong financial position – The transaction structure supports Devon retaining its strong investment-grade credit ratings with a projected net debt-to-EBITDAX ratio of approximately 1.0 times upon closing. The company plans to improve its financial strength by allocating up to 30% of its annual free cash flow towards reducing $2.5bn of debt over the next two years.

(1) Pro forma production is a combination of Devon’s 2024 guidance and Grayson Mill’s 2025e volumes of ~100 MBOED (~55% oil).

FINANCING DETAILS

Devon will fund the $5bn acquisition with $3.25bn of cash and issue 37 million shares of common stock valued at $1.75bn. The company plans to finance the cash portion of the purchase price through a combination of cash on hand and debt.

2024 OUTLOOK

Devon will provide updated forward-looking guidance for 2024 upon closing of the transaction.

ADVISORS

Citi is serving as financial advisor and Kirkland & Ellis LLP is serving as legal advisor to Devon.

CONFERENCE CALL WEBCAST AND ADDITIONAL MATERIALS

Devon will host a conference call and webcast today at 7:30 a.m. Central Time (8:30 a.m. Eastern Time) to discuss this announcement. The webcast and related presentation materials may be accessed from Devon’s homepage at www.devonenergy.com.

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