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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
July 12, 2024 (July 11, 2024)
ConocoPhillips
(Exact name of registrant as specified in its charter)
Delaware |
|
001-32395 |
|
01-0562944 |
(State or other
jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S. Employer
Identification No.) |
925 N. Eldridge Parkway
Houston, Texas 77079
(Address
of principal executive offices and zip code)
Registrant’s telephone number, including area code: (281) 293-1000
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
x Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common Stock, $.01 Par Value |
|
COP |
|
New York Stock Exchange |
7% Debentures due 2029 |
|
CUSIP
– 718507BK1 |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
As previously disclosed, on May 28, 2024, ConocoPhillips, a Delaware
corporation (“ConocoPhillips”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Marathon
Oil Corporation (“Marathon”), a Delaware corporation, and Puma Merger Sub Corp., a Delaware corporation and a wholly owned
subsidiary of ConocoPhillips (“Merger Sub”). Upon the terms and subject to the conditions set forth in the Merger Agreement,
Merger Sub will merge with and into Marathon (the “Merger”), with Marathon surviving the Merger as a wholly owned subsidiary
of ConocoPhillips.
On July 11, 2024, ConocoPhillips and Marathon each received a
request for additional information and documentary materials (“Second Request”) from the Federal Trade Commission (“FTC”)
in connection with the FTC’s review of the Merger. The effect of a Second Request is to extend the waiting period imposed by the
Hart-Scott-Rodino Antitrust Improvement Acts of 1976, as amended (“HSR Act”), until 30 days after each of ConocoPhillips and
Marathon has substantially complied with the Second Request issued to it, unless that period is terminated sooner by the FTC. Completion
of the Merger remains subject to the expiration or termination of the waiting period under the HSR Act, and the satisfaction or waiver
of the other closing conditions specified in the Merger Agreement.
ConocoPhillips and Marathon continue to work constructively with the
FTC in its review of the Merger and continue to expect that the Merger will be completed in the fourth quarter of 2024, subject to the
fulfillment of the closing conditions in the Merger Agreement, including receipt of required regulatory approvals and approval of Marathon’s
stockholders.
Forward-Looking Statements
This communication includes “forward-looking statements”
as defined under the federal securities laws. All statements other than statements of historical fact included or incorporated by reference
in this communication, including, among other things, statements regarding the proposed business combination transaction between ConocoPhillips
and Marathon, future events, plans and anticipated results of operations, business strategies, the anticipated benefits of the proposed
transaction, the anticipated impact of the proposed transaction on the combined company’s business and future financial and operating
results, the expected amount and timing of synergies from the proposed transaction, the anticipated closing date for the proposed transaction
and other aspects of ConocoPhillips’ or Marathon’s operations or operating results are forward-looking statements. Words and
phrases such as “ambition,” “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, ConocoPhillips or Marathon 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 ConocoPhillips’ or Marathon’s control. Therefore, actual outcomes and results may differ materially from what
is expressed or forecast in the forward-looking statements.
The following important factors and
uncertainties, among others, could cause actual results or events to differ materially from those described in forward-looking
statements: ConocoPhillips’ ability to successfully integrate Marathon’s businesses and technologies, which may result
in the combined company not operating as effectively and efficiently as expected; the risk that the expected benefits and synergies
of the proposed transaction may not be fully achieved in a timely manner, or at all; the risk that ConocoPhillips or Marathon will
be unable to retain and hire key personnel; the risk associated with Marathon’s ability to obtain the approval of its
stockholders required to consummate the proposed transaction and the timing of the closing of the proposed transaction, including
the risk that the conditions to the transaction are not satisfied on a timely basis or at all or the failure of the transaction to
close for any other reason or to close on the anticipated terms, including the anticipated tax treatment (and with respect to
increases in ConocoPhillips’ share repurchase program, such increases are not intended to exceed shares issued in the
transaction); the risk that any regulatory approval, consent or authorization that may be required for the proposed transaction is
not obtained or is obtained subject to conditions that are not anticipated; the occurrence of any event, change or other
circumstance that could give rise to the termination of the proposed transaction; unanticipated difficulties, liabilities or
expenditures relating to the transaction; the effect of the announcement, pendency or completion of the proposed transaction on the
parties’ business relationships and business operations generally; the effect of the announcement or pendency of the proposed
transaction on the parties’ common stock prices and uncertainty as to the long-term value of ConocoPhillips’ or
Marathon’s common stock; risks that the proposed transaction disrupts current plans and operations of ConocoPhillips or
Marathon and their respective management teams and potential difficulties in hiring or retaining employees as a result of the
proposed transaction; rating agency actions and ConocoPhillips’ and Marathon’s ability to access short- and long-term
debt markets on a timely and affordable basis; 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
Organization of Petroleum Exporting Countries and other producing countries and the resulting company or third-party actions in
response to such changes; insufficient liquidity or other factors that could impact ConocoPhillips’ ability to repurchase
shares and declare and pay dividends such that ConocoPhillips suspends its share repurchase program and reduces, suspends or totally
eliminates 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 ConocoPhillips’ current or future
low-carbon strategy, including ConocoPhillips’ inability to develop new technologies; disruptions or interruptions impacting
the transportation for ConocoPhillips’ or Marathon’s 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 ConocoPhillips’ or Marathon’s business, including any sanctions imposed as a result of any ongoing military
conflict, including the conflicts in Ukraine and the Middle East; ConocoPhillips’ ability to collect payments when due,
including ConocoPhillips’ ability to collect payments from the government of Venezuela or PDVSA; ConocoPhillips’ ability
to complete any other announced or any other future dispositions or acquisitions on time, if at all; the possibility that regulatory
approvals for any other announced or any future dispositions or any other acquisitions will not be received on a timely basis, if at
all, or that such approvals may require modification to the terms of those transactions or ConocoPhillips’ remaining business;
business disruptions following any announced or future dispositions or other acquisitions, including the diversion of management
time and attention; the ability to deploy net proceeds from ConocoPhillips’ announced or any future dispositions in the manner
and timeframe anticipated, if at all; potential liability for remedial actions under existing or future environmental regulations;
potential liability resulting from pending or future litigation; 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 ConocoPhillips’ or
Marathon’s businesses; 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 ConocoPhillips’ or Marathon’s businesses generally as set forth in their
filings with the Securities and Exchange Commission (the “SEC”). The registration statement on Form S-4 and
preliminary proxy statement/prospectus filed with the SEC describe additional risks in connection with the proposed transaction.
While the list of factors presented here is, and the list of factors presented in the registration statement on Form S-4 and
preliminary proxy statement/prospectus are considered representative, no such list should be considered to be a complete statement
of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ
materially from those described in the forward-looking statements, please refer to ConocoPhillips’ and Marathon’s
respective periodic reports and other filings with the SEC, including the risk factors contained in ConocoPhillips’ and
Marathon’s most recent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. Forward-looking statements
represent current expectations and are inherently uncertain and are made only as of the date hereof (or, if applicable, the dates
indicated in such statement). Except as required by law, neither ConocoPhillips nor Marathon undertakes or assumes any obligation to
update any forward-looking statements, whether as a result of new information or to reflect subsequent events or circumstances or
otherwise.
No Offer or Solicitation
This communication is not intended to and
shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote
or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except
by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Additional Information about the Merger
and Where to Find It
In connection with the proposed transaction,
ConocoPhillips has filed with the SEC a registration statement on Form S-4, which includes a preliminary proxy statement of Marathon
that also constitutes a preliminary prospectus of ConocoPhillips common shares to be offered in the proposed transaction. Each of ConocoPhillips
and Marathon may also file other relevant documents with the SEC regarding the proposed transaction. This communication is not a substitute
for the definitive proxy statement/prospectus or registration statement or any other document that ConocoPhillips or Marathon may file
with the SEC. The definitive proxy statement/prospectus (if and when available) will be mailed to stockholders of Marathon. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will
be able to obtain free copies of the registration statement and definitive proxy statement/prospectus (if and when available) and other
documents containing important information about ConocoPhillips, Marathon and the proposed transaction, once such documents are filed
with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by ConocoPhillips
will be available free of charge on ConocoPhillips’ website at www.conocophillips.com or by contacting ConocoPhillips’
Investor Relations Department by email at investor.relations@conocophillips.com or by phone at 281-293-5000. Copies of the documents filed
with the SEC by Marathon will be available free of charge on Marathon’s website at www.ir.marathonoil.com or by contacting
Marathon at 713-629-6600.
Participants in the Solicitation
ConocoPhillips,
Marathon and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
in respect of the proposed transaction. Information about the directors and executive officers of ConocoPhillips is set forth in (i) ConocoPhillips’
proxy statement for its 2024 annual meeting of stockholders under the headings “Executive Compensation”, “Item 1: Election
of Directors and Director Biographies” (including “Related Party Transactions” and “Director Compensation”),
“Compensation Discussion and Analysis”, “Executive Compensation Tables” and “Stock Ownership”, which
was filed with the SEC on April 1, 2024 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1163165/000130817924000384/cop4258041-def14a.htm,
(ii) ConocoPhillips’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including under the
headings “Item 10. Directors, Executive Officers and Corporate Governance”, “Item 11. Executive Compensation”,
“Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Item
13. Certain Relationships and Related Transactions, and Director Independence”, which was filed with the SEC on February 15,
2024 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1163165/000116316524000010/cop-20231231.htm and (iii) to
the extent holdings of ConocoPhillips securities by its directors or executive officers have changed since the amounts set forth in ConocoPhillips’
proxy statement for its 2024 annual meeting of stockholders, such changes have been or will be reflected on Initial Statement of Beneficial
Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4 or Annual Statement of Changes in
Beneficial Ownership of Securities on Form 5, filed with the SEC (which are available at EDGAR Search Results https://www.sec.gov/edgar/search/#/category=form-cat2&ciks=0001163165&entityName=CONOCOPHILLIPS%2520(COP)%2520(CIK%25200001163165)).
Information about the directors and executive officers of Marathon is set forth in (i) Marathon’s proxy statement for its 2024
annual meeting of stockholders under the headings “Proposal 1: Election of Directors”, “Director Compensation”,
“Security Ownership of Certain Beneficial Owners and Management”, “Compensation Discussion and Analysis”, “Executive
Compensation” and “Transactions with Related Persons”, which was filed with the SEC on April 10, 2024 and is available
at https://www.sec.gov/ix?doc=/Archives/edgar/data/101778/000010177824000082/mro-20240405.htm, (ii) Marathon’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2023, including under the headings “Item 10. Directors, Executive
Officers and Corporate Governance”, “Item 11. Executive Compensation”, “Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters” and “Item 13. Certain Relationships and Related Transactions,
and Director Independence”, which was filed with the SEC on February 22, 2024 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/101778/000010177824000023/mro-20231231.htm,
(iii) the registration statement on Form S-4, including under the headings “Interests of Marathon Oil Directors and Executive
Officers in the Merger”, “Treatment of Marathon Oil Equity Awards”, “Marathon Oil Corporation Officer Change in
Control Severance Benefits Plan”, “2024 Annual Cash Bonus”, “Retention Program”, “Other Compensation
Matters”, “Merger-Related Compensation”, “Potential Employment Arrangements with ConocoPhillips”, “Indemnification
and Insurance”, and “Share Ownership of Certain Beneficial Owners and Management/Directors of Marathon Oil” in the preliminary
proxy statement/prospectus forming part thereof, which was filed by ConocoPhillips with the SEC on June 25, 2024 and is available
at https://www.sec.gov/Archives/edgar/data/1163165/000110465924074456/tm2416360-3_s4.htm and (iv) to the extent holdings of Marathon
securities by its directors or executive officers have changed since the amounts set forth in the preliminary proxy statement/prospectus,
such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes
in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership of Securities on Form 5, filed with
the SEC (which are available at EDGAR Search Results https://www.sec.gov/edgar/search/#/category=form-cat2&ciks=0000101778&entityName=MARATHON%2520OIL%2520CORP%2520(MRO)%2520(CIK%25200000101778)).
Other information regarding the participants
in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained
in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials
become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or
investment decisions. Copies of the documents filed with the SEC by ConocoPhillips and Marathon will be available free of charge through
the website maintained by the SEC at www.sec.gov. Additionally, copies of documents filed with the SEC by ConocoPhillips will be
available free of charge on ConocoPhillips’ website at www.conocophillips.com/ and those filed by Marathon will be available
free of charge on Marathon’s website at www.ir.marathonoil.com/.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
CONOCOPHILLIPS |
|
|
|
/s/ Kelly B. Rose |
|
Kelly B. Rose |
|
Senior Vice President, Legal, |
|
General Counsel and Corporate Secretary |
July 12, 2024
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ConocoPhillips (NYSE:COP)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
ConocoPhillips (NYSE:COP)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024