ConocoPhillips Initiates Exchange Offers and Consent Solicitations

ConocoPhillips (NYSE:COP) recently announced the commencement of exchange offers for certain notes issued by ConocoPhillips, ConocoPhillips Company, and their wholly-owned subsidiaries, including Marathon Oil Corporation (“Marathon”). This move also includes concurrent consent solicitations for proposed amendments to the indentures governing the Marathon Notes. Additionally, private offers have been initiated to exchange Marathon-issued notes for new notes issued by ConocoPhillips Company, along with concurrent consent solicitations for proposed amendments to the corresponding indentures.

The press releases detailing these actions were issued on November 25, 2024. Copies of the press releases have been filed as Exhibits 99.1 and 99.2 to ConocoPhillips’ Current Report on Form 8-K.

In a related development, ConocoPhillips Company has commenced cash tender offers to purchase the Existing Marathon Notes, as well as several series of debt securities issued by ConocoPhillips and its subsidiaries. These offers run concurrently with the exchange offers and consent solicitations. The proposed transactions aim to exchange up to $4 billion in Marathon-issued notes for new notes issued by ConocoPhillips Company.

Eligible holders participating in the exchange offers and consent solicitations will be subject to specific conditions outlined in the offering memorandum and consent solicitation statement, dated November 25, 2024.

The offerings are structured to align with legal and regulatory requirements and are part of the overall strategic initiatives following ConocoPhillips’ acquisition of Marathon Oil Corporation. Marathon, subsequent to the acquisition, has become a wholly-owned subsidiary of ConocoPhillips.

ConocoPhillips emphasizes that the offerings are being made in accordance with set regulations, with eligibility and participation criteria clearly defined. The company may modify or terminate the offers within the permitted legal framework.

Interested parties are advised to review all relevant documentation before making any decisions regarding the offers. The exchange offers are not being extended to holders of Existing Marathon Notes located in Canada.

ConocoPhillips is a prominent global exploration and production company headquartered in Houston, Texas, with operations spanning 13 countries. As of September 30, 2024, the company boasted $97 billion in total assets and approximately 10,300 employees. For more information, interested parties can visit the company’s website at www.conocophillips.com.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read ConocoPhillips’s 8K filing here.

ConocoPhillips Company Profile

ConocoPhillips explores for, produces, transports, and markets crude oil, bitumen, natural gas, liquefied natural gas (LNG), and natural gas liquids in the United States, Canada, China, Libya, Malaysia, Norway, the United Kingdom, and internationally. The company's portfolio includes unconventional plays in North America; conventional assets in North America, Europe, Asia, and Australia; global LNG developments; oil sands assets in Canada; and an inventory of global exploration prospects.