ConocoPhillips Company Exchange Offers for Debt Securities and Consent
ConocoPhillips has some big news to share! In light of their recent acquisition of Marathon Oil Corporation, they’re offering a chance for eligible holders to exchange any outstanding Marathon-issued notes for new ones issued by ConocoPhillips Company, guaranteed by COP. This represents a significant opportunity for investors, with up to $4 billion in new notes up for grabs.
Marathon is also seeking consents to adopt proposed amendments to the indentures governing the existing Marathon notes. This means they are looking to eliminate certain covenants, restrictive provisions, and events of default. It’s all part of the process surrounding this acquisition and marks an important step forward for both companies.
These exchange offers and consent solicitations are happening in accordance with set terms and conditions outlined in the offering memorandum and consent solicitation statement dated November 25, 2024. With the completion of the Marathon acquisition on November 22, 2024, Marathon is now a wholly-owned subsidiary of ConocoPhillips and is no longer publicly traded. Plans are in place for Marathon to file a Form 15 with the SEC, which will terminate the registration of legacy Marathon securities, including the existing Marathon notes, under the Exchange Act. This move will also suspend Marathon’s reporting obligations under certain sections of the Exchange Act, meaning they won’t be filing reports with the SEC moving forward.
To complement these exchange offers and consent solicitations, ConocoPhillips Company is initiating cash tender offers to purchase both the existing Marathon notes and various series of debt securities issued by COP and its subsidiaries. Eligible holders who participate in these offers will also be seen as consenting to the proposed amendments being considered. The proposed amendments’ consent threshold can be met through tenders made in either the exchange offers, the cash tender offers, or a combination of both. It’s worth noting that the same existing Marathon notes cannot be tendered into more than one offer at the same time.
If an eligible holder tenders existing Marathon notes through either the exchange offers or cash tender offers, they are considered to be providing consent to the proposed amendments for those notes. Withdrawals of these tenders will result in the withdrawal of consents to these proposed amendments. It’s important to remember that consenting to the proposed amendments requires tendering the existing Marathon notes, and once consents are given, they cannot be revoked without withdrawing the related notes.
While valid consents are important, completing the exchange or cash tender offers is not dependent on receiving enough consents to effect the proposed amendments. There is a process in place for the execution of supplemental indentures related to any series of existing Marathon notes where sufficient consents have been received. These supplemental indentures, once executed, will only become operational once all notes of that series have been validly tendered and accepted for exchange or purchase by ConocoPhillips Company.
Investors should stay tuned for further updates as these offers progress and the details surrounding the acquisition continue to unfold. This is an exciting time for both ConocoPhillips and Marathon Oil Corporation, and these developments represent significant opportunities within the financial landscape.
