- Devon Energy (NYSE: DVN) and WPX Energy (NYSE: WPX) have announced they have entered into an agreement to combine in an all-stock merger of equals transaction in a deal valued at approximately $12 billion
Devon Energy (NYSE: DVN) and WPX Energy (NYSE: WPX) have announced they have entered into an agreement to combine in an all-stock merger of equals transaction. The strategic combination will create a leading oil producer in the U.S. with an asset base underpinned by a premium acreage position in the economic core of the Delaware Basin.
The combined company — which will be named Devon Energy — will benefit from enhanced scale, improved margins, higher free cash flow, and the financial strength to accelerate the return of cash to shareholders through an industry-first “fixed plus variable” dividend strategy.
Terms Of The Deal
As part of the agreement, WPX shareholders will receive a fixed exchange ratio of 0.5165 shares of Devon common stock for each share of WPX common stock owned. The exchange ratio — together with closing prices for Devon and WPX on September 25, 2020 — results in an enterprise value for the combined entity of approximately $12 billion. And upon completion of the transaction, Devon shareholders will own approximately 57% of the combined company and WPX shareholders will own approximately 43 percent of the combined company on a fully diluted basis.
The transaction — which is expected to close in the first quarter of 2021 — has been unanimously approved by the boards of directors of both companies.
Funds managed by EnCap Investments L.P. own approximately 27% of the outstanding shares of WPX and have entered into a support agreement to vote in favor of the transaction.
The closing of the transaction is subject to customary closing conditions, including approvals by Devon and WPX shareholders.
Why The Companies Are Merging
These are the reasons why the two companies are merging:
1.) Accelerates cash-return business model – The merger is expected to accelerate Devon’s transition to a business model that prioritizes free cash flow generation over production growth. And with this highly disciplined strategy, management is committed to limiting reinvestment rates to approximately 70% to 80% of operating cash flow and restricting production growth to 5% or less annually. The free cash flow will be deployed toward higher dividends, debt reduction and opportunistic share repurchases.
2.) Immediately accretive to financial metrics – This deal 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. The combination will also enhance the company’s credit profile and decrease its overall cost of capital.
3.) Maintains strong balance sheet and liquidity – The all-stock deal ensures the combined company will retain a strong balance sheet with a pro forma net debt-to-EBITDAX ratio of 1.6x on a trailing 12-month basis and is targeting a leverage ratio of approximately 1.0x over the longer term. The combined company will also have excellent liquidity with about $1.7 billion of cash on hand and $3 billion of undrawn capacity on its credit facility expected at closing.
4.) Increases scale and diversification – The deal creates one of the largest unconventional oil producers in the U.S. with production of 277,000 barrels per day. And the combined company will benefit from a premier multi-basin portfolio, headlined by the world-class acreage position in the Delaware Basin that is 400,000 net acres and accounts for nearly 60% of the combined company’s total oil production. The Delaware Basin acreage is geographically diversified between southeast New Mexico and Texas — with only 35% of the leasehold on federal land. And the consolidated Delaware footprint provides a multi-decade inventory of high-return opportunities at combined activity levels of 17 drilling rigs. The balance of the portfolio will be diversified across high-margin and high-return resource plays in the Anadarko Basin, Williston Basin, Eagle Ford Shale and Powder River Basin.
5.) Drives significant cost synergies – The cost savings from initiatives underway in the second half of 2020 and synergies resulting from the merger are expected to drive $575 million in annual cash flow improvements by year-end 2021. And these cost improvements are expected to be attained through operational efficiencies, general and administrative savings and reduced financing expense. The net present value of these cost synergies over the next 5 years equates to over $2 billion of value. And the all-stock transaction structure allows shareholders of both Devon and WPX to benefit from the cost synergies and significant upside potential of the combined company.
6.) Supports implementation of a “fixed plus variable” dividend strategy – With the business scaled to consistently generate free cash flow, Devon is initiating a new dividend strategy that pays a fixed dividend and evaluates a variable distribution on a quarterly basis. The fixed dividend is paid quarterly at a rate of $0.11 per share and the target payout is approximately 10 percent of operating cash flow. In addition to the fixed quarterly dividend, up to 50 percent of the remaining free cash flow on a quarterly basis will be distributed to shareholders through a variable distribution. This enhanced dividend strategy is effective immediately upon close of the transaction.
7.) Shared commitment to ESG excellence – Devon and WPX share an uncompromising commitment to ESG leadership, employee safety, and environmental responsibility. Consistent with this commitment, the combined company is going to pursue measurable ESG targets, including methane intensity reduction, and will have progressive actions and practices in place to advance inclusion and diversity. Plus ESG metrics will be incorporated into the compensation structure and the board will monitor ESG goals and results.
8.) Combines complementary cultures – Both Devon and WPX share similar values and this combination is designed to optimize the strengths of both companies’ operating philosophies to drive the continued growth and success of the business.
Leadership Changes
After the merger, the board of directors will consist of 12 members, 7 directors from Devon and 5 from WPX including the lead independent director.
Dave Hager will be appointed executive chairman of the board and Rick Muncrief will be named president and CEO. And the combined company’s executive team will include Jeff Ritenour as executive vice president and chief financial officer; Clay Gaspar as executive vice president and chief operating officer; David Harris as executive vice president and chief corporate development officer; Dennis Cameron as executive vice president and general counsel; and Tana Cashion as senior vice president of human resources.
The combined company is going to be headquartered in Oklahoma City.
KEY QUOTES:
“This merger is a transformational event for Devon and WPX as we unite our complementary assets, operating capabilities and proven management teams to maximize our business in today’s environment, while positioning our combined company to create value for years to come. Bringing together our asset bases will drive immediate synergies and enable the combined company to accelerate free cash flow growth and return of capital to shareholders. In addition to highly complementary assets, Devon and WPX have similar values, and a disciplined returns-oriented focus, reinforcing our belief that this is an ideal business combination.”
— Dave Hager, Devon’s president and CEO
“This merger-of-equals strengthens our confidence that we will achieve all of our five-year targets outlined in late 2019. The combined company will be one of the largest unconventional energy producers in the U.S. and with our enhanced scale and strong financial position, we can now accomplish these objectives for shareholders more quickly and efficiently. We will create value for shareholders of both companies through the disciplined management of our combined assets and an unwavering focus on profitable, per-share growth.”
— Rick Muncrief, WPX’s chairman and CEO
