Item 8.01. Other Events.
On March 6, 2020, Devon Energy Corporation (the "Company" or "Devon") filed an
automatic shelf registration statement on Form S-3 (File No. 333-236951) (the
"Registration Statement") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, covering an unspecified amount of
securities, including shares of its common stock, par value $0.10 per share (the
"Common Stock").
On January 22, 2021, the Company filed a prospectus supplement to the
Registration Statement (the "Resale Prospectus Supplement") covering the resale
of up to 78,978,289 shares of Common Stock, which may be used by the selling
stockholder identified therein to resell shares of Common Stock received by the
selling stockholder in connection with the Agreement and Plan of Merger, dated
as of September 26, 2020, by and among the Company, East Merger Sub, Inc., a
Delaware corporation and wholly-owned subsidiary of the Company, and WPX Energy,
Inc., a Delaware corporation (the "Merger Agreement"). Pursuant to the terms of
the Merger Agreement, the Company and Felix Investments Holdings II, LLC, a
Delaware limited liability company ("Felix Investments"), entered into a
Registration Rights Agreement, pursuant to which, among other things and subject
to certain restrictions, the Company agreed to file with the Securities and
Exchange Commission a prospectus supplement registering for resale the shares of
Common Stock issued to Felix Investments upon consummation of the merger
contemplated by the Merger Agreement.
The Company is filing this report to provide the legal opinion as to the
validity of the securities covered by the Resale Prospectus Supplement, 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 securities covered by the Resale Prospectus Supplement.
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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