ConocoPhillips Company Debt Securities Exchange Offers and Consent Details
ConocoPhillips has some exciting news to share! In light of the recent acquisition of Marathon Oil Corporation by ConocoPhillips, we’re thrilled to announce our Exchange Offers for eligible holders. If you’re unsure about what this means for you, not to worry, we’ve got all the details to keep you in the loop.
We’re offering to exchange any and all outstanding notes issued by Marathon for up to $4 billion in new notes issued by CPCo, fully guaranteed by COP. This means you have the opportunity to swap your Existing Marathon Notes for New Notes, each with its own exchange consideration as outlined in the table below.
Here’s a breakdown by 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 seeking consents to adopt proposed amendments to the indentures governing the Existing Marathon Notes. These amendments aim to eliminate certain covenants, restrictive provisions, and events of default.
The Exchange Offers and Consent Solicitations are conducted in accordance with the offering memorandum and consent solicitation statement dated November 25, 2024. Following the completion of the Marathon acquisition, Marathon is now a wholly-owned subsidiary of COP and is no longer publicly traded.
ConocoPhillips is also starting cash tender offers to purchase the Existing Marathon Notes and several series of debt securities issued by COP and CPCo. Eligible holders who tender their Existing Marathon Notes as part of the Concurrent Tender Offer will also be deemed to have consented to the Proposed Amendments.
You can participate in either the Exchange Offers or the Concurrent Tender Offer, but not both for the same series of Existing Marathon Notes at the same time. Remember, by tendering your Existing Marathon Notes, you’re also giving consent to the Proposed Amendments.
Exciting things are happening at ConocoPhillips, and we want our valued holders to be informed and included every step of the way. If you have any questions or need more information, feel free to reach out. Your understanding and participation mean the world to us!
