ConocoPhillips Company Announces Debt Security Exchange Offers and Consent Opportunities

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ConocoPhillips, a leading company in the energy industry, has some news to share about its recent acquisition of Marathon Oil Corporation. If you’re an eligible holder of Marathon’s existing notes, you’re in for an opportunity to exchange them for new notes issued by ConocoPhillips.

Here’s the scoop: ConocoPhillips Company (CPCo) is offering to exchange any and all outstanding notes issued by Marathon for up to $4,000,000,000 worth of new notes. These new notes will be fully guaranteed by ConocoPhillips, ensuring a secure investment.

The Exchange Offer is broken down by series, each offering a different Exchange Consideration and Total Exchange Consideration. For example, if you hold Marathon’s 4.400% Senior Notes due 2027, you could exchange them for $950 principal amount of new notes due in 2027. The same principle applies to other series such as the 5.300% and 6.800% Senior Notes, among others.

In addition to the Exchange Offers, Marathon is seeking consents for proposed amendments to the indentures governing the existing notes. These amendments aim to eliminate certain provisions and defaults, enhancing the overall terms of the notes.

If you’re considering participating in the Exchange Offers or Consent Solicitations, make sure to review the detailed offerings in the official Offering Memorandum and Consent Solicitation Statement, dated November 25, 2024.

Following the completion of the Marathon acquisition by ConocoPhillips on November 22, Marathon is now a wholly-owned subsidiary of ConocoPhillips. As a result, Marathon will no longer be a publicly traded company and will terminate its registration of legacy securities under the Exchange Act.

ConocoPhillips plans to commence a Concurrent Tender Offer to purchase certain debt securities issued by COP and its subsidiaries, concurrently with the Exchange Offers and Consent Solicitations. By participating in the Concurrent Tender Offer, Eligible Holders of Marathon’s existing notes can also consent to the Proposed Amendments discussed earlier.

Keep in mind that Eligible Holders can only tender specific notes into either the Exchange Offers or the Concurrent Tender Offer, not both simultaneously. However, participation in either offer will imply consent to the proposed amendments.

If you’re interested in exploring these opportunities further, be sure to stay informed about the details provided by ConocoPhillips and consider your options wisely. Happy investing!

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