ConocoPhillips (NYSE: COP) (“COP”) today announced that, in connection with the previously announced offers to eligible holders to exchange (each, an “Exchange Offer” and collectively, the “Exchange Offers”) any and all outstanding notes issued by Marathon Oil Corporation (“Marathon”) as set forth in the table below (the “Existing Marathon Notes”) for up to $4,000,000,000 aggregate principal amount of new notes issued by ConocoPhillips Company (“CPCo”) and fully and unconditionally guaranteed by COP (the “New Notes”), and related consent solicitations by Marathon (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain proposed amendments to each of the indentures governing the Existing Marathon Notes (the “Proposed Amendments”), as of 5:00 p.m., New York City time, on Dec. 9, 2024 (the “Early Tender Date”).
CPCo is also conducting cash tender offers to purchase any and all of the Existing Marathon Notes and several series of debt securities issued by COP and CPCo and subsidiaries thereof (the “Concurrent Tender Offer”), in each case upon the terms and conditions set forth in the Offer to Purchase, dated Nov. 25, 2024 (the “Offer to Purchase”), a copy of which may be obtained from the information agent. Holders of any series of Existing Marathon Notes who validly tender and do not validly withdraw their Existing Marathon Notes pursuant to the Concurrent Tender Offer will also be deemed to have consented to the Proposed Amendments under the Consent Solicitations described in this news release. An eligible holder is only able to tender specific Existing Marathon Notes within a series into either the Concurrent Tender Offer or the Exchange Offers, as the same Existing Marathon Notes cannot be tendered into more than one tender offer at the same time.
COP also announced that, as of the Early Tender Date, Marathon has also received the requisite number of consents to adopt the Proposed Amendments with respect to each of the six outstanding series of Existing Marathon Notes that are subject to the Consent Solicitations (pursuant to the Exchange Offers and Concurrent Tender Offer). Marathon has entered into a supplemental indenture with the trustee for the Existing Marathon Notes to effect the Proposed Amendments.
Withdrawal rights for the Exchange Offers and Consent Solicitations expired as of the Early Tender Date, at 5:00 p.m., New York City time, on Dec. 9, 2024 (the “Withdrawal Deadline”). Existing Marathon Notes validly tendered in the Exchange Offers may no longer be withdrawn except in certain limited circumstances where additional withdrawal rights are required by law.
The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement, dated Nov. 25, 2024 (the “Offering Memorandum”). Each Exchange Offer and Consent Solicitation is conditioned upon the completion of the other Exchange Offers and Consent Solicitations, although CPCo may waive such condition at any time with respect to an Exchange Offer. Any waiver of a condition by CPCo with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation.
CPCo, in its sole discretion, may modify or terminate the Exchange Offers and may extend the Expiration Date (as defined herein) and/or the settlement date with respect to the Exchange Offers, subject to applicable law. Any such modification, termination or extension by CPCo will automatically modify, terminate or extend the corresponding Consent Solicitation, as applicable.
The Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on Dec. 24, 2024, unless extended (the “Expiration Date”). The settlement date will be promptly after the Expiration Date and is expected to be within three business days after the Expiration Date.
CPCo’s obligation to accept for exchange the Existing Marathon Notes validly tendered and not validly withdrawn in the Exchange Offers is subject to the satisfaction or waiver of the conditions as described in the Offering Memorandum. CPCo reserves the absolute right, subject to applicable law, to: (i) delay accepting any Existing Marathon Notes; (ii) extend an Exchange Offer or terminate an Exchange Offer and not accept any Existing Marathon Notes; (iii) extend the Early Tender Date without extending the Withdrawal Deadline; (iv) terminate an Exchange Offer and return all tendered Existing Marathon Notes to the respective tendering eligible holders; and (v) amend, modify or waive in part or whole, at any time, or from time to time, the terms of an Exchange Offer in any respect, including waiver of any conditions to consummation of an Exchange Offer.
The Exchange Offers are only being made, and the New Notes are only being offered and will only be issued, and copies of the offering documents will only be made available, to holders of Existing Marathon Notes (1) either (a) in the United States, that are “qualified institutional buyers,” or “QIBs,” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act or (b) outside the United States, that are persons other than “U.S. persons,” as that term is defined in Rule 902 under the Securities Act, in offshore transactions in reliance upon Regulation S under the Securities Act, or a dealer or other professional fiduciary organized, incorporated or (if an individual) residing in the United States holding a discretionary account or similar account (other than an estate or a trust) for the benefit or account of a non-”U.S. person,” and (2) (a) if located or resident in any Member State of the European Economic Area, who are persons other than “retail investors” (for these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a “qualified investor” as defined in Regulation (EU) 2017/1129), and consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation; or (b) if located or resident in the United Kingdom, who are persons other than “retail investors” (for these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA), and consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIlPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation (“Eligible Holders”). The Exchange Offers will not be made to holders of Existing Marathon Notes who are located in Canada. Only Eligible Holders who have completed and returned the eligibility certification are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offers. The eligibility form is available electronically at: https://gbsc-usa.com/eligibility/conocophillips. There is no separate letter of transmittal in connection with the Offering Memorandum.
