ConocoPhillips (NYSE: COP) (“COP”) today announced that, in
connection with the acquisition of Marathon Oil Corporation
(“Marathon”) (NYSE: MRO) by ConocoPhillips, ConocoPhillips Company
(“CPCo” or the “Company”) has commenced offers to eligible holders
to exchange (each an “Exchange Offer” and collectively, the
“Exchange Offers”) any and all outstanding notes issued by Marathon
as set forth in the table below (the “Existing Marathon Notes”) for
up to $4,000,000,000 aggregate principal amount of new notes issued
by CPCo and fully and unconditionally guaranteed by COP (the “New
Notes”).
The following table sets forth the Exchange Consideration and
Total Exchange Consideration for each series of Existing Marathon
Notes:
Title of Series of Existing
Marathon Notes
CUSIP Number / ISIN
Issuer
Aggregate Principal Amount
Outstanding
Exchange
Consideration(1)
Total Exchange
Consideration(2)
4.400% Senior Notes due 2027
565849AP1 / US565849AP16
Marathon
$1,000,000,000
$950 principal amount of New
4.400% Notes due 2027
$1,000 principal amount of New
4.400% Notes due 2027
5.300% Senior Notes due 2029
565849AQ9 / US565849AQ98
Marathon
$600,000,000
$950 principal amount of New
5.300% Notes due 2029
$1,000 principal amount of New
5.300% Notes due 2029
6.800% Senior Notes due 2032
565849AB2 / US565849AB20
Marathon
$550,000,000
$950 principal amount of New
6.800% Notes due 2032
$1,000 principal amount of New
6.800% Notes due 2032
5.700% Senior Notes due 2034
565849AR7 / US565849AR71
Marathon
$600,000,000
$950 principal amount of New
5.700% Notes due 2034
$1,000 principal amount of New
5.700% Notes due 2034
6.600% Senior Notes due 2037
565849AE6 / US565849AE68
Marathon
$750,000,000
$950 principal amount of New
6.600% Notes due 2037
$1,000 principal amount of New
6.600% Notes due 2037
5.200% Senior Notes due 2045
565849AM8 / US565849AM84
Marathon
$500,000,000
$950 principal amount of New
5.200% Notes due
2045
$1,000 principal amount of New
5.200% Notes due 2045
(1)
For each $1,000 principal amount of
Existing Marathon Notes validly tendered after the Early Tender
Date (as defined herein) but at or before the Expiration Date, not
validly withdrawn and accepted for exchange.
(2)
For each $1,000 principal amount of
Existing Marathon Notes validly tendered at or before the Early
Tender Date (as defined herein), not validly withdrawn and accepted
for exchange.
In conjunction with the Exchange Offers, Marathon is soliciting
consents (each, a “Consent Solicitation” and, collectively, the
“Consent Solicitations”) to adopt certain proposed amendments to
each of the indentures governing the Existing Marathon Notes to
eliminate certain of the covenants, restrictive provisions, and
events of default (the “Proposed Amendments”).
The Exchange Offers and Consent Solicitations are being made
pursuant to the terms and subject to the conditions set forth in
the offering memorandum and consent solicitation statement, dated
as of Nov. 25, 2024 (the “Offering Memorandum and Consent
Solicitation Statement”).
On Nov. 22, 2024, COP completed the acquisition of Marathon (the
“Merger” or the “Marathon acquisition”) pursuant to a definitive
agreement. In connection with the closing of the Marathon
acquisition, Marathon became a wholly-owned subsidiary of COP and
is no longer a publicly traded company. COP intends to cause
Marathon to file a Form 15 with the SEC to terminate the
registration of legacy Marathon securities (including the Existing
Marathon Notes) under the Exchange Act and suspend Marathon’s
reporting obligations under Section 13 and Section 15(d) of the
Exchange Act. Following the termination of Marathon’s Exchange Act
registration, Marathon will no longer file current and periodic
reports with the SEC.
Substantially concurrently with the commencement of the Exchange
Offers and Consent Solicitations, CPCo is commencing cash tender
offers to purchase any and all of the Existing Marathon Notes and
several series of debt securities issued by COP and CPCo and
subsidiaries thereof (the “Concurrent Tender Offer”). Eligible
Holders of any series of Existing Marathon Notes who validly tender
and do not validly withdraw their Existing Marathon Notes pursuant
to the Concurrent Tender Offer will also be deemed to have
consented to the Proposed Amendments under the Consent
Solicitations described in this news release. The applicable
consent threshold for the Proposed Amendments may be satisfied for
any series of Existing Marathon Notes by tenders pursuant to the
Exchange Offer or the Concurrent Tender Offer, or both combined. An
Eligible Holder will only be able to tender specific Existing
Marathon Notes within a series into either the Concurrent Tender
Offer or the Exchange Offer, as the same Existing Marathon Notes
cannot be tendered into more than one tender offer at the same
time.
If an Eligible Holder tenders Existing Marathon Notes in either
the Exchange Offers or the Concurrent Tender Offer, such Eligible
Holder will be deemed to deliver its consent, with respect to the
principal amount of such tendered Existing Marathon Notes, to the
Proposed Amendments and the related Existing Marathon Notes for
that series. Eligible Holders who validly withdraw tenders of their
Existing Marathon Notes prior to the execution of the applicable
supplemental indentures will be deemed to have withdrawn their
consents to the Proposed Amendments under the Consent
Solicitations. Eligible Holders may not consent to the Proposed
Amendments in the Consent Solicitations without tendering their
Existing Marathon Notes and may not revoke consents without
withdrawing previously tendered or exchanged Existing Marathon
Notes to which such consents relate. CPCo may complete the Exchange
Offer or Concurrent Tender Offer even if valid consents sufficient
to effect the Proposed Amendments to the corresponding indenture
governing the applicable series of Existing Marathon Notes are not
received.
At any time at or before the Expiration Date, if Marathon
receives valid consents for any series of Existing Marathon Notes
sufficient to effect the applicable Proposed Amendments for such
series, it is expected that Marathon and the trustee for the
Existing Marathon Notes will execute and deliver supplemental
indentures relating to the applicable Proposed Amendments on the
date thereof or promptly thereafter, which will be effective upon
execution but will only become operative upon the exchange or
purchase by CPCo of all of the Existing Marathon Notes of the
applicable series validly tendered and not validly withdrawn and
accepted for exchange or purchase on or prior to the Expiration
Date, pursuant to the Exchange Offers or the Concurrent Tender
Offer, as applicable. As a result, once the relevant supplemental
indenture is executed, any subsequent withdrawal of a tender will
not revoke the previously delivered consent. However, even if such
supplemental indentures are executed, if CPCo does not exchange or
purchase all Existing Marathon Notes that are validly tendered and
not validly withdrawn and accepted for exchange or exchange
pursuant to the Exchange Offers or the Concurrent Tender Offer,
such supplemental indentures will be of no force and effect.
Substantially concurrently with the commencement of the Exchange
Offers and the Concurrent Tender Offer, CPCo has commenced a public
offering of senior debt securities to be issued by CPCo and fully
and unconditionally guaranteed by COP (the “Concurrent Notes
Offering”). CPCo intends to use the aggregate net proceeds of the
Concurrent Notes Offering, subject to the terms and conditions of
the Concurrent Tender Offer, to purchase, on the applicable
settlement date, all Existing Marathon Notes and other debt
securities that are validly tendered in the Concurrent Tender Offer
and not validly withdrawn, as applicable, and accepted for
purchase.
Each Exchange Offer and Consent Solicitation is conditioned upon
the completion of the other Exchange Offers and Consent
Solicitations, although CPCo may waive such condition at any time
with respect to an Exchange Offer. Any waiver of a condition by
CPCo with respect to an Exchange Offer will automatically waive
such condition with respect to the corresponding Consent
Solicitation.
CPCo, in its sole discretion, may modify or terminate the
Exchange Offers and may extend the Early Tender Date (as defined
herein), the Expiration Date (as defined herein) and/or the
settlement date with respect to the Exchange Offers, subject to
applicable law. Any such modification, termination or extension by
CPCo will automatically modify, terminate or extend the
corresponding Consent Solicitation, as applicable.
Holders who validly tender their Existing Marathon Notes at or
prior to 5:00 p.m., New York City time, on Dec. 9, 2024, unless
extended (the “Early Tender Date”), will be eligible to receive, on
the settlement date, the applicable Total Exchange Consideration as
set forth in the table above for all such Existing Marathon Notes
that are accepted. Holders who validly tender their Existing
Marathon Notes after the Early Tender Date but no later than 5:00
p.m., New York City time, on Dec. 24, 2024, unless extended (the
“Expiration Date”), will be eligible to receive, on the settlement
date, the applicable Exchange Consideration as set forth in the
table above, for all such Existing Marathon Notes that are
accepted. The settlement date will be promptly after the Expiration
Date and is expected to be within three business days after the
Expiration Date.
The Exchange Offers are only being made, and the New Notes are
only being offered and will only be issued, and copies of the
offering documents will only be made available, to holders of
Existing Marathon Notes (1) either (a) in the United States, that
are “qualified institutional buyers,” or “QIBs,” as that term is
defined in Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”), in a private transaction in reliance upon
an exemption from the registration requirements of the Securities
Act or (b) outside the United States, that are persons other than
“U.S. persons,” as that term is defined in Rule 902 under the
Securities Act, in offshore transactions in reliance upon
Regulation S under the Securities Act, or a dealer or other
professional fiduciary organized, incorporated or (if an
individual) residing in the United States holding a discretionary
account or similar account (other than an estate or a trust) for
the benefit or account of a non-“U.S. person,” and (2) (a) if
located or resident in any Member State of the European Economic
Area, who are persons other than “retail investors” (for these
purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer
within the meaning of Directive (EU) 2016/97, where that customer
would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or (iii) not a “qualified investor” as
defined in Regulation (EU) 2017/1129), and consequently no key
information document required by Regulation (EU) No 1286/2014 (as
amended, the “PRIIPs Regulation”) for offering or selling the New
Notes or otherwise making them available to retail investors in the
European Economic Area has been prepared and therefore offering or
selling the New Notes or otherwise making them available to any
retail investor in the European Economic Area may be unlawful under
the PRIIPs Regulation; or (b) if located or resident in the United
Kingdom, who are persons other than “retail investors” (for these
purposes, a retail investor means a person who is one (or more) of:
(i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or
(ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000 (the “FSMA”) and any rules
or regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU)
No 600/2014 as it forms part of domestic law by virtue of the EUWA;
or (iii) not a qualified investor as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the EUWA), and consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of
domestic law by virtue of the EUWA (the “UK PRIlPs Regulation”) for
offering or selling the New Notes or otherwise making them
available to retail investors in the United Kingdom has been
prepared and therefore offering or selling the New Notes or
otherwise making them available to any retail investor in the
United Kingdom may be unlawful under the UK PRIIPs Regulation
(“Eligible Holders”). The Exchange Offers will not be made to
holders of Existing Marathon Notes who are located in Canada. Only
Eligible Holders who have completed and returned the eligibility
certification are authorized to receive or review the Offering
Memorandum or to participate in the Exchange Offers. The
eligibility form is available electronically at:
https://gbsc-usa.com/eligibility/conocophillips. There is no
separate letter of transmittal in connection with the Offering
Memorandum and Consent Solicitation Statement.
This news release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful. The Exchange Offers and Consent Solicitations are being
made solely pursuant to the Offering Memorandum and Consent
Solicitation Statement and the Concurrent Tender Offer is being
made only by an Offer to Purchase, dated Nov. 25, 2024, and only to
such persons and in such jurisdictions as is permitted under
applicable law.
The New Notes have not been and will not be registered under the
Securities Act or any state securities laws. Therefore, the New
Notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws.
--- # # # ---
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, $97 billion of total assets, and approximately 10,300
employees at Sept. 30, 2024. Production averaged 1,921 MBOED for
the nine months ended Sept. 30, 2024, and proved reserves were 6.8
BBOE as of Dec. 31, 2023.
For more information, go to www.conocophillips.com.
CAUTIONARY STATEMENT FOR THE PURPOSES
OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
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
“ambition,” “anticipate,” “believe,” “budget,” “continue,” “could,”
“effort,” “estimate,” “expect,” “forecast,” “goal,” “guidance,”
“intend,” “may,” “objective,” “outlook,” “plan,” “potential,”
“predict,” “projection,” “seek,” “should,” “target,” “will,”
“would,” 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 conflicts in Ukraine
and the Middle East, 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 conflicts in Ukraine and the Middle East;
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
relating to the acquisition of Marathon Oil Corporation (Marathon
Oil) or following any other announced or other 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; our ability to successfully integrate Marathon Oil’s
business and technologies, which may result in the combined company
not operating as effectively and efficiently as expected; our
ability to achieve the expected benefits and synergies from the
Marathon Oil acquisition in a timely manner, or 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 pending or completed transactions; 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 conflicts in Ukraine and the
Middle East; 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/20241124785684/en/
Dennis Nuss (media) 281-293-1149
dennis.nuss@conocophillips.com
Investor Relations 281-293-5000
investor.relations@conocophillips.com
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