ConocoPhillips (NYSE: COP) (“COP”) announced today the early
results of the previously announced cash tender offers (the
“Offers” or collectively, the “Tender Offer”) of its wholly-owned
subsidiary, ConocoPhillips Company (“CPCo”). In addition, COP
further announced that it has amended the Offers by increasing the
Maximum Offer Reference Amount (as defined below) from
$4,000,000,000 (as previously announced) to an amount sufficient to
accept for purchase all Notes with Acceptance Priority Levels 1-7
(as set forth in the second table below) in full, in accordance
with the terms of the Offer to Purchase (as defined below).
Pursuant to the Offers, CPCo is offering to purchase: (1) any
and all of Marathon Oil Corporation’s (“Marathon”) debt securities
listed in the first table below (collectively, the “Any and All
Notes”), and (2) (A) for Holders who validly tendered their Maximum
Offer Notes (as defined below) as of the Early Tender Deadline (as
defined below), a combined aggregate purchase price of up to
approximately $4.05 billion (an amount sufficient to accept for
purchase all Maximum Offer Notes with Acceptance Priority Levels
1-7 (as set forth in the second table below)) (as increased
pursuant to this release, and as it may be increased or decreased
by CPCo in accordance with applicable law and the Offer to
Purchase, the “Maximum Offer Reference Amount”) less the aggregate
purchase price of the Any and All Notes validly tendered and
accepted for purchase through the Early Tender Deadline (excluding
accrued and unpaid interest and excluding fees and expenses related
to the Offers) (the “Early Tender Maximum Offer Amount”) of the
debt securities listed in the second table below (collectively, the
“Maximum Offer Notes” and together with the Any and All Notes, the
“Notes”), subject to the priorities set forth in the second table
below (the “Acceptance Priority Levels”) and proration, and (B) for
Holders who validly tender their Maximum Offer Notes following the
Early Tender Deadline but on or prior to the Expiration Date (as
defined below), a combined aggregate purchase price of up to the
Maximum Offer Reference Amount less (x) the aggregate purchase
price of the Any and All Notes validly tendered and accepted for
purchase through the Early Tender Deadline (excluding accrued and
unpaid interest and excluding fees and expenses related to the
Offers), (y) the aggregate purchase price of Maximum Offer Notes
validly tendered and accepted for purchase through the Early Tender
Deadline (excluding accrued and unpaid interest and excluding fees
and expenses related to the Offers) and (z) the aggregate purchase
price of the Any and All Notes validly tendered and accepted for
purchase after the Early Tender Deadline through the Expiration
Date (excluding accrued and unpaid interest and excluding fees and
expenses related to the Offers) (the “Late Tender Maximum Offer
Amount”) of Maximum Offer Notes, subject to the Acceptance Priority
Levels and proration, provided that if the deduction of (x), (y)
and (z) results in a negative number, the Late Tender Maximum Offer
Amount will be $0. If the Late Tender Maximum Offer Amount is $0,
no additional Maximum Offer Notes will be accepted for purchase
after the Early Tender Deadline. The Offers are open to all
registered holders of the applicable Notes (collectively, the
“Holders”).
According to information provided by Global Bondholder Services
Corporation, the information agent and tender agent for the Offers,
as of 5:00 p.m., New York City time, on Dec. 9, 2024 (the “Early
Tender Deadline”), approximately $2.67 billion aggregate principal
amount of Any and All Notes were validly tendered and not validly
withdrawn, and approximately $2.28 billion aggregate principal
amount of Maximum Offer Notes were validly tendered and not validly
withdrawn. The tables below identify the principal amount of each
series of Notes validly tendered and not validly withdrawn:
Any and All of the Outstanding Securities Listed Below
(collectively, the “Any and All Notes”):
Title of Security
CUSIP / ISIN
Issuer
Aggregate Principal Amount
Outstanding Prior to the Offers
Principal Amount Tendered as
of the Early Tender Deadline
4.400% Senior Notes due 2027
565849AP1 / US565849AP16
Marathon
$1,000,000,000
$569,781,000
5.300% Senior Notes due 2029
565849AQ9 / US565849AQ98
Marathon
$600,000,000
$513,269,000
6.800% Senior Notes due 2032
565849AB2 / US565849AB20
Marathon
$550,000,000
$370,068,000
5.700% Senior Notes due 2034
565849AR7 / US565849AR71
Marathon
$600,000,000
$496,336,000
6.600% Senior Notes due 2037
565849AE6 / US565849AE68
Marathon
$750,000,000
$410,045,000
5.200% Senior Notes due 2045
565849AM8 / US565849AM84
Marathon
$500,000,000
$313,538,000
Up to the Maximum Offer Reference Amount of the Outstanding
Securities Listed Below (collectively, the “Maximum Offer Notes”)
less the Aggregate Purchase Price of the Any and All Notes Validly
Tendered and Accepted for Purchase in the Priority Listed
Below:
Title of Security
CUSIP / ISIN
Issuer
Aggregate Principal Amount
Outstanding Prior to the Offers
Acceptance Priority
Level(1)
Principal Amount Tendered as
of the Early Tender Deadline
Principal Amount Expected to
be Accepted for Purchase
7.800% Debentures due 2027
891490AR5 /
US891490AR57
CPCo
$203,268,000
1
$83,232,000
$83,232,000
7.000% Debentures due 2029
718507BK1 / US718507BK18
CPCo
$112,493,000
2
$17,010,000
$17,010,000
7.375% Senior Notes due 2029
122014AL7 / US122014AL76
Burlington Resources LLC
$92,184,000
3
$25,956,000
$25,956,000
6.950% Senior Notes due 2029
208251AE8 / US208251AE82
CPCo
$1,195,359,000
4
$490,357,000
$490,357,000
8.125% Senior Notes due 2030
891490AT1 / US891490AT14
CPCo
$389,580,000
5
$182,702,000
$182,702,000
7.400% Senior Notes due 2031
12201PAN6 / US12201PAN69
Burlington Resources LLC
$382,280,000
6
$150,717,000
$150,717,000
7.250% Senior Notes due 2031
20825UAC8 / US20825UAC80
Burlington Resources Oil &
Gas Company L.P.
$400,328,000
7
$131,980,000
$131,980,000
7.200% Senior Notes due 2031
12201PAB2 / US12201PAB22
Burlington Resources LLC
$446,574,000
8
$235,369,000
$0
5.900% Senior Notes due 2032
20825CAF1 / US20825CAF14
ConocoPhillips
$504,700,000
9
$181,098,000
$0
5.950% Senior Notes due 2036
20825VAB8 / US20825VAB80
Burlington Resources LLC
$326,321,000
10
$149,655,000
$0
5.900% Senior Notes due 2038
20825CAP9 / US20825CAP95
ConocoPhillips
$350,080,000
11
$110,843,000
$0
5.950% Senior Notes due 2046
20826FAR7 / US20826FAR73
CPCo
$328,682,000
12
$40,588,000
$0
6.500% Senior Notes due 2039
20825CAQ7 / US20825CAQ78
ConocoPhillips
$1,587,744,000
13
$481,148,000
$0
_________________________
(1)
Subject to the Early Tender Maximum Offer
Amount and the Late Tender Maximum Offer Amount, as applicable, and
proration, the principal amount of each series of Maximum Offer
Notes that are purchased in the Maximum Notes Offer will be
determined in accordance with the applicable “Acceptance Priority
Level” (in numerical priority order with 1 being the highest
Acceptance Priority Level and 13 being the lowest) specified in the
applicable column.
In conjunction with the 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 Any and All Notes to eliminate certain of
the covenants, restrictive provisions, and events of default (the
“Proposed Amendments”).
CPCo is also offering eligible Holders of each series of Any and
All Notes, in each case upon the terms and conditions set forth in
the Offering Memorandum and Consent Solicitation (the “Offering
Memorandum”), a copy of which may be obtained from the information
agent, the opportunity to exchange the outstanding Any and All
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 “Concurrent Exchange Offer”). Holders of any series of Any
and All Notes who validly tender and do not validly withdraw their
Any and All Notes pursuant to the Concurrent Exchange Offer will
also be deemed to have consented to the Proposed Amendments under
the Consent Solicitations. A Holder is only able to tender Any and
All Notes within a series into either the Any and All Notes Offer
or the Concurrent Exchange Offer, as the same Any and All Notes
cannot be tendered into more than one tender offer at the same
time.
COP also announced that, as of the Early Tender Deadline,
Marathon has received the requisite number of consents to adopt the
Proposed Amendments with respect to each of the six outstanding
series of Any and All Notes that are subject to the Consent
Solicitations (pursuant to the Any and All Notes Offer and the
Concurrent Exchange Offer). Marathon has entered into a
supplemental indenture with the trustee for the Any and All Notes
to effect the Proposed Amendments.
In addition, COP also announced that the Financing Condition for
the Offers as described in the Offer to Purchase has been
satisfied.
The Offers and Consent Solicitations are being made pursuant to
and are subject to the terms and conditions set forth in the Offer
to Purchase dated Nov. 25, 2024 (as amended by this release, the
"Offer to Purchase"). The Any and All Notes Offer is a separate
offer from the Maximum Offer, and each of the Any and All Notes
Offer and the Maximum Offer may be individually amended, extended
or terminated by CPCo.
As of 5:00 p.m., New York City time, on Dec. 9, 2024 (the
“Withdrawal Deadline”), Notes validly tendered in the Offers may no
longer be withdrawn except in certain limited circumstances where
additional withdrawal rights are required by law.
Because the aggregate purchase price of Maximum Offer Notes
validly tendered and not validly withdrawn on or prior to the Early
Tender Deadline is expected to exceed the Early Tender Maximum
Offer Amount, CPCo expects to accept all validly tendered 7.800%
Debentures due 2027, 7.000% Debentures due 2029, 7.375% Senior
Notes due 2029, 6.950% Senior Notes due 2029, 8.125% Senior Notes
due 2030, 7.400% Senior Notes due 2031 and 7.250% Senior Notes due
2031, and none of the validly tendered 7.200% Senior Notes due
2031, 5.900% Senior Notes due 2032, 5.950% Senior Notes due 2036,
5.900% Senior Notes due 2038, 5.950% Senior Notes due 2046, and
6.500% Senior Notes due 2039. Although the Maximum Offer is
scheduled to expire at 5:00 p.m., New York City time, on Dec. 24,
2024 (such date and time, as may be extended or earlier terminated
by CPCo), because the Maximum Offer is expected to have been fully
subscribed as of the Early Tender Deadline, CPCo does not expect to
accept for purchase any Maximum Offer Notes tendered after the
Early Tender Deadline. Maximum Offer Notes tendered and not
accepted for purchase will be promptly returned to the tender
Holders as described in the Offer to Purchase.
The consideration to be paid in the Offers for each series of
Notes validly tendered and expected to be accepted for purchase as
described in the Offer to Purchase will be determined at 10:00
a.m., New York City time, on Dec. 10, 2024 (such date and time as
may be extended by CPCo). Holders of Notes validly tendered and not
validly withdrawn on or prior to the Early Tender Deadline and
accepted for purchase will receive the applicable total
consideration (the “Total Tender Offer Consideration”), which
includes an early tender premium of $50.00 per $1,000 principal
amount of Notes accepted for purchase. The applicable Total Tender
Offer Consideration will be determined by reference to a fixed
spread specified for each series of Notes over the yield based on
the bid-side price of the applicable U.S. Treasury Security, as
described in the Offer to Purchase. In addition to the applicable
Total Tender Offer Consideration, Holders of Notes validly tendered
and not validly withdrawn on or prior to the Early Tender Deadline
and accepted for purchase will also receive accrued and unpaid
interest rounded to the nearest cent on such $1,000 principal
amount of Notes from the last applicable interest payment date up
to, but not including, the Early Settlement Date.
The settlement date for Notes validly tendered and not validly
withdrawn on or prior to the Early Tender Deadline and accepted for
purchase is expected to be Dec. 12, 2024, the third business day
after the Early Tender Deadline (the “Early Settlement Date”).
CPCo’s obligation to accept for purchase, and to pay for, the
Notes validly tendered and not validly withdrawn in the Offers is
subject to the satisfaction or waiver of the conditions as
described in the Offer to Purchase. CPCo reserves the absolute
right, subject to applicable law, to: (i) waive any and all
conditions applicable to any of the Offers; (ii) extend or
terminate any of the Offers; (iii) increase or decrease the Maximum
Offer Reference Amount for purposes of determining the Early Tender
Maximum Offer Amount or the Late Tender Maximum Offer Amount, in
either case, without extending the Early Tender Deadline or the
Withdrawal Deadline; or (iv) otherwise amend any of the Offers in
any respect.
TD Securities (USA) LLC, HSBC Securities (USA) Inc., J.P. Morgan
Securities LLC and Wells Fargo Securities, LLC are the Lead Dealer
Managers and Solicitation Agents 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, HSBC
Securities (USA) Inc. (toll-free) at (888) HSBC-4LM, J.P. Morgan
Securities LLC (toll-free) at (866) 834-4666 or (collect) at (212)
834-4818, and Wells Fargo Securities (toll-free) at (866) 309-6316
or (collect) at (704) 410-4235. Requests for copies of the Offer to
Purchase, the related Letter of Transmittal and related materials
should be directed to Global Bondholder Services Corporation at
(+1) (212) 430-3774, (toll-free) (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 (855) 654-2015.
This news release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes. The Offers and Consent
Solicitations are made only by the Offer to Purchase and the
information in this news release is qualified by reference to the
Offer to Purchase and related Letter of Transmittal, dated Nov. 25,
2024. None of ConocoPhillips or its affiliates, their respective
boards of directors, the Dealer Managers, the Solicitation Agents,
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 Offers, 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, $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/20241210752076/en/
Dennis Nuss (media) 281-293-1149
dennis.nuss@conocophillips.com
Investor Relations 281-293-5000
investor.relations@conocophillips.com
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