ConocoPhillips (NYSE: COP) (“COP”) announced today the pricing
terms of the previously announced tender offer (the “Tender Offer”)
by ConocoPhillips and its wholly-owned subsidiary, ConocoPhillips
Company (“CPCo” and, together with ConocoPhillips, the “Company”),
to purchase the outstanding debt securities (collectively, the
“Notes” and each a “Series” of Notes) identified in the Company’s
Offer to Purchase dated May 9, 2023 (the “Offer to Purchase”) for
an aggregate purchase price (excluding accrued interest) as
calculated pursuant to the Offer to Purchase of up to $1.1 billion
(the “Maximum Aggregate Purchase Price”). The terms and conditions
of the Tender Offer are described in the Offer to Purchase.
The total consideration to be paid in the Tender Offer for each
Series of Notes accepted for purchase was determined by reference
to a fixed spread specified for such Series of Notes over the yield
(the “Reference Yield”) based on the bid-side price of the
applicable U.S. Treasury Security, in each case as set forth in the
table below (the “Total Tender Offer Consideration”). The Reference
Yields (as determined pursuant to the Offer to Purchase) listed in
the table below were determined at 10:00 a.m., New York City time,
today, May 23, 2023, by the Dealer Managers (identified below). The
Total Tender Offer Consideration for each Series of Notes includes
an Early Tender Premium (as defined below) of $30 per $1,000
principal amount of Notes accepted for purchase by the Company.
The following table sets forth the aggregate principal amounts
of each Series of Notes that the Company has accepted for purchase
and pricing information for the Tender Offer:
Title of Security
Purchaser
Original Issuer
CUSIP/ISIN
Reference U.S. Treasury
Security
Reference Yield
Fixed Spread (basis points)
(1)
Total Tender Offer
Consideration (2)
Principal Amount Tendered
(3)
Principal Amount Accepted for
Purchase
Final Proration Factor
(4)
Principal Amount Outstanding
After the Tender
2.125% Notes due 2024
CPCo
CPCo
20826FAT3 / US20826FAT30
2.250% U.S. Treasury due March
31, 2024
5.197%
0
$976.60
$439,319,000
$439,319,000
100.0%
$460,681,000
3.350% Notes due 2024
CPCo
CPCo
20826FAD8 / US20826FAD87
2.250% U.S. Treasury due November
15, 2024
4.748%
5
$979.64
$160,271,000
$160,271,000
100.0%
$265,367,000
2.400% Notes due 2025
CPCo
CPCo
20826FAU0 / US20826FAU03
1.750% U.S. Treasury due March
15, 2025
4.514%
5
$963.30
$599,173,000
$533,532,000
89.1%
$366,468,000
3.350% Notes due 2025
CPCo
CPCo
20826FAG1 / US20826FAG19
2.750% U.S. Treasury due May 15,
2025
--
--
--
$46,332,000
$0
0.0%
$199,233,000
7.800% Debentures due 2027
CPCo
Tosco (5)
891490AR5 / US891490AR57
3.500% U.S. Treasury due April
30, 2028
--
--
--
$94,808,000
$0
0.0%
$203,268,000
6.950% Notes due 2029
CPCo
CINC (6)
208251AE8 / US208251AE82
3.500% U.S. Treasury due April
30, 2028
--
--
--
$425,039,000
$0
0.0%
$1,195,359,000
6.500% Notes due 2039
COP
COP
20825CAQ7 / US20825CAQ78
3.875% U.S. Treasury due February
15, 2043
--
--
--
$422,624,000
$0
0.0%
$1,587,744,000
(1)
Includes the Early Tender Premium of $30
per $1,000 principal amount of Notes for each Series (the “Early
Tender Premium”).
(2)
Per $1,000 principal amount of the Notes
that are accepted for purchase.
(3)
As of the Early Tender Deadline (as
defined below).
(4)
The final proration factor has been
rounded to the nearest tenth of a percentage point for presentation
purposes.
(5)
Originally issued by Tosco Corporation
(“Tosco”); successor issuer is CPCo.
(6)
Originally issued by Conoco Inc. (“CINC”);
successor issuer is CPCo.
All payments for Notes tendered on or before 5:00 p.m., New York
City time, on May 22, 2023 (the “Early Tender Deadline”) that are
purchased by the Company will also include accrued and unpaid
interest on the principal amount of Notes tendered and accepted for
purchase from the last interest payment date applicable to the
relevant Series of Notes up to, but not including, the early
settlement date, which is currently expected to be May 25,
2023.
Although the Tender Offer is scheduled to expire one minute
after 11:59 p.m., New York City time, on June 6, 2023, because
holders of Notes subject to the Tender Offer validly tendered and
did not validly withdraw Notes on or before the Early Tender
Deadline in an amount having an aggregate purchase price greater
than the Maximum Aggregate Purchase Price, the Company does not
expect to accept for purchase any tenders of Notes after the Early
Tender Deadline.
TD Securities (USA) LLC, BofA Securities, Inc. and HSBC
Securities (USA) Inc. are the Lead Dealer Managers for the Tender
Offer, and Citigroup Global Markets Inc., Credit Suisse Securities
(USA) LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC,
MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc.
and Wells Fargo Securities, LLC are the Co-Managers for the Tender
Offer. Global Bondholder Services Corporation is the Tender Agent
and Information Agent. Persons with questions regarding the Tender
Offer should contact TD Securities (USA) LLC (toll-free) at (866)
584-2096, BofA Securities, Inc. (toll-free) at (888) 292-0070 and
HSBC Securities (USA) Inc. (toll-free) at +1 (888) HSBC-4LM.
Requests for copies of the Offer to Purchase and related materials
should be directed to Global Bondholder Services Corporation at
(+1) (212) 430-3774, (toll-free) at (+1) (855) 654-2015 or
contact@gbsc-usa.com. Questions regarding the tendering of Notes
may be directed to Global Bondholder Services Corporation
(toll-free) at (+1) (855) 654-2015.
This news release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes. The Tender Offer is
made only by the Offer to Purchase, as amended by the May 9, 2023
press release increasing the aggregate maximum purchase price
(excluding accrued interest) for the Tender Offer, and the
information in this news release is qualified by reference to the
Offer to Purchase. There is no separate letter of transmittal in
connection with the Offer to Purchase. None of ConocoPhillips or
its affiliates, their respective boards of directors, the Lead
Dealer Managers, the Co-Managers, the Tender Agent and Information
Agent or the trustees with respect to any Notes is making any
recommendation as to whether holders should tender any Notes in
response to the Tender Offer, and neither ConocoPhillips nor any
such other person has authorized any person to make any such
recommendation. Holders must make their own decision as to whether
to tender any of their Notes, and, if so, the principal amount of
Notes to tender.
--- # # # ---
About ConocoPhillips
ConocoPhillips is one of the world’s leading exploration and
production companies based on both production and reserves, with a
globally diversified asset portfolio. Headquartered in Houston,
Texas, ConocoPhillips had operations and activities in 13
countries, $91 billion of total assets and approximately 9,600
employees at March 31, 2023. Production averaged 1,792 MBOED for
the three months ended March 31, 2023, and proved reserves were 6.6
BBOE as of Dec. 31, 2022. For more information, go to
www.conocophillips.com.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements as defined
under the federal securities laws. Forward-looking statements
relate to future events, plans and anticipated results of
operations, business strategies, and other aspects of our
operations or operating results. Words and phrases such as
“anticipate," “estimate,” “believe,” “budget,” “continue,” “could,”
“intend,” “may,” “plan,” “potential,” “predict," “seek,” “should,”
“will,” “would,” “expect,” “objective,” “projection,” “forecast,”
“goal,” “guidance,” “outlook,” “effort,” “target” and other similar
words can be used to identify forward-looking statements. However,
the absence of these words does not mean that the statements are
not forward-looking. Where, in any forward-looking statement, the
company expresses an expectation or belief as to future results,
such expectation or belief is expressed in good faith and believed
to be reasonable at the time such forward-looking statement is
made. However, these statements are not guarantees of future
performance and involve certain risks, uncertainties and other
factors beyond our control. Therefore, actual outcomes and results
may differ materially from what is expressed or forecast in the
forward-looking statements. Factors that could cause actual results
or events to differ materially from what is presented include
changes in commodity prices, including a prolonged decline in these
prices relative to historical or future expected levels; global and
regional changes in the demand, supply, prices, differentials or
other market conditions affecting oil and gas, including changes
resulting from any ongoing military conflict, including the
conflict between Russia and Ukraine and the global response to such
conflict, security threats on facilities and infrastructure, or
from a public health crisis or from the imposition or lifting of
crude oil production quotas or other actions that might be imposed
by OPEC and other producing countries and the resulting company or
third-party actions in response to such changes; insufficient
liquidity or other factors, such as those listed herein, that could
impact our ability to repurchase shares and declare and pay
dividends such that we suspend our share repurchase program and
reduce, suspend, or totally eliminate dividend payments in the
future, whether variable or fixed; changes in expected levels of
oil and gas reserves or production; potential failures or delays in
achieving expected reserve or production levels from existing and
future oil and gas developments, including due to operating
hazards, drilling risks or unsuccessful exploratory activities;
unexpected cost increases, inflationary pressures or technical
difficulties in constructing, maintaining or modifying company
facilities; legislative and regulatory initiatives addressing
global climate change or other environmental concerns; public
health crises, including pandemics (such as COVID-19) and epidemics
and any impacts or related company or government policies or
actions; investment in and development of competing or alternative
energy sources; potential failures or delays in delivering on our
current or future low-carbon strategy, including our inability to
develop new technologies; disruptions or interruptions impacting
the transportation for our oil and gas production; international
monetary conditions and exchange rate fluctuations; changes in
international trade relationships or governmental policies,
including the imposition of price caps or the imposition of trade
restrictions or tariffs on any materials or products (such as
aluminum and steel) used in the operation of our business,
including any sanctions imposed as a result of any ongoing military
conflict, including the conflict between Russia and Ukraine; our
ability to collect payments when due, including our ability to
collect payments from the government of Venezuela or PDVSA; our
ability to complete any announced or any future dispositions or
acquisitions on time, if at all; the possibility that regulatory
approvals for any announced or any future dispositions or
acquisitions will not be received on a timely basis, if at all, or
that such approvals may require modification to the terms of the
transactions or our remaining business; business disruptions
following any announced or future dispositions or acquisitions,
including the diversion of management time and attention; the
ability to deploy net proceeds from our announced or any future
dispositions in the manner and timeframe we anticipate, if at all;
potential liability for remedial actions under existing or future
environmental regulations; potential liability resulting from
pending or future litigation, including litigation related directly
or indirectly to our transaction with Concho Resources Inc.; the
impact of competition and consolidation in the oil and gas
industry; limited access to capital or insurance or significantly
higher cost of capital or insurance related to illiquidity or
uncertainty in the domestic or international financial markets or
investor sentiment; general domestic and international economic and
political conditions or developments, including as a result of any
ongoing military conflict, including the conflict between Russia
and Ukraine; changes in fiscal regime or tax, environmental and
other laws applicable to our business; and disruptions resulting
from accidents, extraordinary weather events, civil unrest,
political events, war, terrorism, cybersecurity threats or
information technology failures, constraints or disruptions; and
other economic, business, competitive and/or regulatory factors
affecting our business generally as set forth in our filings with
the Securities and Exchange Commission. Unless legally required,
ConocoPhillips expressly disclaims any obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230523005962/en/
Dennis Nuss (media) 281-293-4733
dennis.nuss@conocophillips.com
Investor Relations 281-293-5000
investor.relations@conocophillips.com
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