ConocoPhillips Strikes Deal with Marathon Oil

Ticker: COP · Form: 8-K · Filed: May 29, 2024 · CIK: 1163165

Sentiment: neutral

Topics: acquisition, definitive-agreement, energy

Related Tickers: COP, MRO

TL;DR

COP buys MRO, deal inked May 28th.

AI Summary

On May 28, 2024, ConocoPhillips entered into a Material Definitive Agreement related to its acquisition of Marathon Oil Corporation. The agreement outlines the terms and conditions for this significant transaction in the energy sector.

Why It Matters

This acquisition by ConocoPhillips, a major energy producer, signifies a major consolidation within the oil and gas industry, potentially impacting market dynamics and competition.

Risk Assessment

Risk Level: medium — Acquisitions of this scale carry inherent risks related to integration, regulatory approval, and market reception.

Key Players & Entities

FAQ

What type of agreement did ConocoPhillips enter into on May 28, 2024?

ConocoPhillips entered into a Material Definitive Agreement.

What is the primary purpose of this Material Definitive Agreement?

The agreement is related to the acquisition of Marathon Oil Corporation.

Who is the acquiring company in this transaction?

ConocoPhillips is the acquiring company.

Who is the company being acquired?

Marathon Oil Corporation is the company being acquired.

On what date was this agreement reported?

The earliest event reported was on May 28, 2024, and the report was filed on May 29, 2024.

Filing Stats: 4,251 words · 17 min read · ~14 pages · Grade level 18.1 · Accepted 2024-05-29 07:16:35

Key Financial Figures

Filing Documents

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On May 28, 2024, ConocoPhillips, a Delaware corporation (" ConocoPhillips "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Marathon Oil Corporation (" Marathon "), a Delaware corporation, and Puma Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of ConocoPhillips (" Merger Sub "). The Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, (1) Merger Sub will be merged with and into Marathon (the " Merger "), with Marathon surviving and continuing as the surviving corporation in the Merger, and, (2) at the effective time of the Merger (the " Effective Time "), each outstanding share of common stock of Marathon (other than certain excluded shares) will be converted into the right to receive 0.255 shares of common stock of ConocoPhillips. The Merger Agreement also specifies the treatment of outstanding Marathon equity awards in connection with the Merger. The completion of the Merger is subject to satisfaction or waiver of certain customary mutual closing conditions, including (1) the receipt of the required approvals from Marathon stockholders, (2) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the " HSR Act "), (3) certain other specified regulatory approvals having been obtained, (4) the absence of any governmental order or law that makes consummation of the Merger illegal or otherwise prohibited, (5) the effectiveness of the registration statement on Form S-4 to be filed by ConocoPhillips pursuant to which the shares of ConocoPhillips common stock to be issued in connection with the Merger are registered with the Securities and Exchange Commission (the " SEC "), and (6) the authorization for listing of ConocoPhillips common stock to be issued in connection with the Merger on the NYSE. The obligation of each party t

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On May 29, 2024 , ConocoPhillips and Marathon issued a joint press release announcing the entry into the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. On May 29, 2024, in connection with the announcement of the Merger Agreement, ConocoPhillips intends to hold a conference call available to investors and the public. Details for accessing the conference call can be found in the press release attached as Exhibit 99.1 hereto. A presentation (the " Investor Presentation ") for reference during such call is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein . The information contained in Item 7.01 of this report, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in Item 7.01 of this report, including Exhibit 99.1 and Exhibit 99.2, shall not be incorporated by reference into any filing of the registrant, whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits . (d) Exhibits . Exhibit No. Description of Exhibit 2.1* Agreement and Plan of Merger, dated as of May 28, 2024, by and among ConocoPhillips, Puma Merger Sub Corp. and Marathon Oil Corporation 99.1 Joint Press Release, dated as of May 29, 2024, issued by ConocoPhillips and Marathon Oil Corporation 99.2 Investor Presentation, dated as of May 29, 2024 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101) * Certain schedules and other similar attachments to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The registrant will provide a copy of such omitted documents to the Securities and Exchange Commission upon request. Furnished, not filed.

Forward-Looking Statements

Forward-Looking Statements This communication includes "forward-looking statements" as defined under the federal securities laws. All statements other than statements of historical fact included or incorporated by reference in this communication, including, among other things, statements regarding the proposed business combination transaction between ConocoPhillips ("ConocoPhillips") and Marathon Oil Corporation ("Marathon"), future events, plans and anticipated results of operations, business strategies, the anticipated benefits of the proposed transaction, the anticipated impact of the proposed transaction on the combined company's business and future financial and operating results, the expected amount and timing of synergies from the proposed transaction, the anticipated closing date for the proposed transaction and other aspects of ConocoPhillips' or Marathon's operations or operating results are forward-looking statements. Words and phrases such as "ambition," "anticipate," "estimate," "believe," "budget," "continue," "could," "intend," "may," "plan," "potential," "predict," "seek," "should," "will," "would," "expect," "objective," "projection," "forecast," "goal," "guidance," "outlook," "effort," "target" and other similar words can be used to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Where, in any forward-looking statement, ConocoPhillips or Marathon expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future performance and involve certain risks, uncertainties and other factors beyond ConocoPhillips' or Marathon's control. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in the forward-looking statements. The following important factor

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CONOCOPHILLIPS /s/ Kelly B. Rose Kelly B. Rose Senior Vice President, Legal, General Counsel and Corporate Secretary May 29, 2024

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing