ConocoPhillips (NYSE: COP) (“COP”) announced today the pricing
terms of its previously announced cash tender offers (the “Offers”
or collectively, the “Tender Offer”) of its wholly-owned
subsidiary, ConocoPhillips Company (“CPCo”) 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 $4.04 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 it may be
increased or decreased by CPCo in accordance with applicable law
and the Offer to Purchase dated Nov. 25, 2024 (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”).
The applicable Total Tender Offer Consideration (set forth in
the tables below) for each series of Notes validly tendered and
accepted for purchase pursuant to the Offers was determined by
reference to the applicable fixed spread specified for the
applicable series in the tables below and in the Offer to Purchase
over the yield to maturity based on the bid side price of the
applicable Reference U.S. Treasury Security specified in the tables
below and in the Offer to Purchase. The Total Tender Offer
Consideration for the Notes was determined at 10:00 a.m., New York
City time, on Dec. 10, in the manner described in the Offer to
Purchase, by the Dealer Managers (as defined below).
The following tables set forth certain information regarding the
Notes that are expected to be accepted for purchase and the
Offers:
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
Reference U.S. Treasury
Security(2)
Reference Yield
Fixed Spread (basis
points)(2)(3)
Total Tender Offer
Consideration(3)(4)
Principal Amount Tendered by
the Early Tender Deadline and Expected to be Accepted for
Purchase
4.400% Senior Notes due 2027
565849AP1 / US565849AP16
Marathon
$1,000,000,000
4.125% U.S. Treasury due November
15, 2027
4.104%
35
$998.66
$569,781,000
5.300% Senior Notes due 2029
565849AQ9 / US565849AQ98
Marathon
$600,000,000
4.125% U.S. Treasury due October
31, 2029
4.103%
40
$1,030.28
$513,269,000
6.800% Senior Notes due 2032
565849AB2 / US565849AB20
Marathon
$550,000,000
4.250% U.S. Treasury due November
15, 2034
4.221%
50
$1,126.42
$370,068,000
5.700% Senior Notes due 2034
565849AR7 / US565849AR71
Marathon
$600,000,000
4.250% U.S. Treasury due November
15, 2034
4.221%
55
$1,067.63
$496,336,000
6.600% Senior Notes due 2037
565849AE6 / US565849AE68
Marathon
$750,000,000
4.250% U.S. Treasury due November
15, 2034
4.221%
90
$1,137.54
$410,045,000
5.200% Senior Notes due 2045
565849AM8 / US565849AM84
Marathon
$500,000,000
4.625% U.S. Treasury due November
15, 2044
4.491%
80
$988.69
$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)
Reference U.S. Treasury
Security(2)
Reference Yield
Fixed Spread (basis
points)(2)(3)
Total Tender Offer
Consideration(3)(4)
Principal Amount
Tendered
Principal Amount Expected to
be Accepted for Purchase
7.800% Debentures due 2027
891490AR5 /
US891490AR57
CPCo
$203,268,000
1
4.125% U.S. Treasury due November
15, 2027
4.104%
30
$1,065.92
$83,232,000
$83,232,000
7.000% Debentures due 2029
718507BK1 / US718507BK18
CPCo
$112,493,000
2
4.125% U.S. Treasury due October
31, 2029
4.103%
30
$1,100.64
$17,010,000
$17,010,000
7.375% Senior Notes due 2029
122014AL7 / US122014AL76
Burlington Resources LLC
$92,184,000
3
4.125% U.S. Treasury due October
31, 2029
4.103%
30
$1,113.21
$25,956,000
$25,956,000
6.950% Senior Notes due 2029
208251AE8 / US208251AE82
CPCo
$1,195,359,000
4
4.125% U.S. Treasury due October
31, 2029
4.103%
30
$1,099.58
$490,357,000
$490,357,000
8.125% Senior Notes due 2030
891490AT1 / US891490AT14
CPCo
$389,580,000
5
4.125% U.S. Treasury due October
31, 2029
4.103%
30
$1,170.48
$182,702,000
$182,702,000
7.400% Senior Notes due 2031
12201PAN6 / US12201PAN69
Burlington Resources LLC
$382,280,000
6
4.250% U.S. Treasury due November
15, 2034
4.221%
40
$1,163.96
$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
4.250% U.S. Treasury due November
15, 2034
4.221%
45
$1,149.46
$131,980,000
$131,980,000
7.200% Senior Notes due 2031
12201PAB2 / US12201PAB22
Burlington Resources LLC
$446,574,000
8
4.250% U.S. Treasury due November
15, 2034
—
45
—
$235,369,000
$0
5.900% Senior Notes due 2032
20825CAF1 / US20825CAF14
ConocoPhillips
$504,700,000
9
4.250% U.S. Treasury due November
15, 2034
—
45
—
$181,098,000
$0
5.950% Senior Notes due 2036
20825VAB8 / US20825VAB80
Burlington Resources LLC
$326,321,000
10
4.250% U.S. Treasury due November
15, 2034
—
80
—
$149,655,000
$0
5.900% Senior Notes due 2038
20825CAP9 / US20825CAP95
ConocoPhillips
$350,080,000
11
4.250% U.S. Treasury due November
15, 2034
—
90
—
$110,843,000
$0
5.950% Senior Notes due 2046
20826FAR7 / US20826FAR73
CPCo
$328,682,000
12
$4.625% U.S. Treasury due
November 15, 2044
—
85
—
$40,588,000
$0
6.500% Senior Notes due 2039
20825CAQ7 / US20825CAQ78
ConocoPhillips
$1,587,744,000
13
4.250% U.S. Treasury due November
15, 2034
—
90
—
$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.
(2)
Each applicable Reference U.S. Treasury
Security was quoted from the Bloomberg Reference Page, FIT1. The
Bloomberg Reference Page is provided for convenience only.
(3)
Includes the Early Tender Premium (as
defined below)
(4)
Per $1,000 principal amount of Notes
validly tendered on or prior to the Expiration Date (as defined
below) and accepted for purchase.
Holders of Notes validly tendered and not validly withdrawn on
or prior to 5:00 p.m., New York City time, on Dec. 9, 2024 (the
“Early Tender Deadline”), and accepted for purchase will receive
the applicable Total Tender Offer Consideration set forth in the
tables above, which includes an early tender premium of $50.00 per
$1,000 principal amount of Notes accepted for 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.
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 has 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 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 (the “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/20241210444117/en/
Dennis Nuss (media) 281-293-1149 dennis.nuss@conocophillips.com
Investor Relations 281-293-5000
investor.relations@conocophillips.com
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