ConocoPhillips Company Debt Exchange Offers and Consent Announcement
ConocoPhillips Company has some big news to share! In light of their recent acquisition of Marathon Oil Corporation, they are offering exchanges for existing Marathon notes. ConocoPhillips Company, also known as CPCo, is looking to swap any and all outstanding Marathon notes for new notes, fully guaranteed by ConocoPhillips. If you’re a holder of Marathon notes, this could be a great opportunity for you.
Here’s a breakdown of the exchange considerations for each series of Existing Marathon Notes:
– 4.400% Senior Notes due 2027
– 5.300% Senior Notes due 2029
– 6.800% Senior Notes due 2032
– 5.700% Senior Notes due 2034
– 6.600% Senior Notes due 2037
– 5.200% Senior Notes due 2045
In addition to the Exchange Offers, Marathon is also seeking consents to make certain amendments to the existing Marathon notes to remove specific provisions. This process, known as the Consent Solicitations, is detailed in the Offering Memorandum and Consent Solicitation Statement.
As part of the acquisition, Marathon is now a wholly-owned subsidiary of ConocoPhillips. This change means Marathon will no longer be a publicly traded company. ConocoPhillips plans to wrap up Marathon’s reporting obligations with the SEC through a Form 15 filing, which will terminate the registration of Marathon’s legacy securities.
If you’re a holder of Existing Marathon Notes, you may also participate in the Concurrent Tender Offer, where you can sell your notes for cash. By tendering your notes in the Concurrent Tender Offer, you’ll also be considered to have consented to the Proposed Amendments mentioned earlier.
It’s essential to note that you can’t tender the same Existing Marathon Notes in both the Exchange Offers and the Concurrent Tender Offer simultaneously. Once you tender your Existing Marathon Notes for exchange or purchase, you are also providing your consent to the Proposed Amendments.
ConocoPhillips may continue with the Exchange Offer or Concurrent Tender Offer, even without enough valid consents to carry out the Proposed Amendments. However, if Marathon receives sufficient consents for any series of Existing Marathon Notes, they will execute the necessary supplemental indentures promptly.
This announcement from ConocoPhillips Company signifies significant changes in the financial landscape, and if you are a holder of Marathon notes, this could be a crucial opportunity for you to consider. Make sure to review the details carefully and consider your options before making any decisions.
