ConocoPhillips Announces Upsizing and Early Results of Cash Tender Offers for Debt Securities and Consent Solicitations
HOUSTON—ConocoPhillips (NYSE: COP) has announced the early results of its previously declared cash tender offers by its wholly-owned subsidiary, ConocoPhillips Company (CPCo). The company revealed that it has amended the Offers by raising the Maximum Offer Reference Amount from $4 billion to an amount that allows for the purchase of all Notes with Acceptance Priority Levels 1-7 in accordance with the Offer to Purchase terms.
Under the Offers, CPCo is proposing to purchase: (1) any and all of Marathon Oil Corporation’s debt securities, and (2) Holders who validly tender Maximum Offer Notes by the Early Tender Deadline can receive a combined purchase price up to approximately $4.05 billion for all Maximum Offer Notes with Acceptance Priority Levels 1-7, minus the purchase price of any validly tendered and accepted Any and All Notes through the Early Tender Deadline, as well as those related to Maximum Offer Notes tendered and accepted in the specific time frames established. The Offers are open to all registered holders of the respective Notes.
As of the Early Tender Deadline on Dec. 9, 2024, approximately $2.67 billion of Any and All Notes and approximately $2.28 billion of Maximum Offer Notes were validly tendered without withdrawal. The specific notes validly tendered will be identified in further details below.
In connection with the Offers, Marathon is soliciting consents to make proposed amendments to the indentures governing the Any and All Notes, aimed at removing certain covenants, restrictive provisions, and events of default.
CPCo is also providing eligible Holders of each series of Any and All Notes the chance to exchange their outstanding notes for up to $4 billion in new notes issued by CPCo and fully guaranteed by ConocoPhillips under the Concurrent Exchange Offer. Holders who validly tender and do not withdraw their Any and All Notes during this offer will also be considered to have consented to the Proposed Amendments. However, each Holder may only tender within one specific series during this period.
ConocoPhillips also confirmed that, by the Early Tender Deadline, the requisite consents had been garnered to implement the Proposed Amendments for all six series of Any and All Notes involved in the Consent Solicitations.
The company announced that the Financing Condition preliminary to the Offers, as outlined in the Offer to Purchase, has been met.
The Offers and Consent Solicitations take place under the terms specified in the Offer to Purchase dated Nov. 25, 2024, with the Two Offers being separate yet capable of individual amendments or terminations by CPCo.
As of 5:00 p.m. on Dec. 9, 2024, Notes that were tendered will not be allowed to be withdrawn post the Withdrawal Deadline unless circumstances warrant additional withdrawal rights by law.
With respect to the Maximum Offer Notes tendered by the Early Tender Deadline, CPCo anticipates accepting valid tenders for specific series including 7.800% Debentures due 2027, 7.000% Debentures due 2029, among others. It is expected that the Maximum Offer will close at 5:00 p.m. on Dec. 24, 2024, although further subscriptions are not anticipated past the Early Tender Deadline.
The exact consideration to be paid for each series of Notes validly tendered is anticipated to be determined by Dec. 10, 2024. Those who validly tender by the Early Tender Deadline will receive the Total Tender Offer Consideration, including an early tender premium of $50 per $1,000 principal amount of Notes.
The expected settlement date for accepted Notes is anticipated to be Dec. 12, 2024, three business days following the Early Tender Deadline.
CPCo holds the right to accept or decline purchases as per the Offer to Purchase conditions. It may notably extend, terminate, or amend the Offers as per applicable laws.
ConocoPhillips is recognized as a premier exploration and production company, holding substantial production and reserve capacity, with operations spanning across 13 countries and significant total assets.
Forward-looking statements are included in this release, reflecting anticipated results, strategies, and operational aspects. Various factors could influence the actual outcomes, including market changes and regulatory landscapes.
