ConocoPhillips Prices $2 Billion Senior Notes Offering

TL;DR

COP just priced $2B in 2034 notes at 5.250% - funds for general corporate stuff.

AI Summary

On July 11, 2024, ConocoPhillips announced the pricing of its offering of $2.0 billion aggregate principal amount of 5.250% senior notes due 2034. The offering is expected to close on July 16, 2024. ConocoPhillips intends to use the net proceeds from the offering for general corporate purposes, which may include funding capital expenditures, working capital, and potential acquisitions.

Why It Matters

This offering provides ConocoPhillips with significant capital, potentially for expansion or strategic initiatives, impacting its financial flexibility and future growth prospects.

Risk Assessment

Risk Level: low — The filing is a routine debt offering announcement with no immediate negative implications for the company.

Key Numbers

• $2.0B — Senior Notes Offering (ConocoPhillips priced $2.0 billion in senior notes.)
• 5.250% — Interest Rate (The notes carry an interest rate of 5.250%.)
• 2034 — Maturity Year (The senior notes are due in 2034.)

Key Players & Entities

• ConocoPhillips (company) — Registrant
• $2.0 billion (dollar_amount) — Aggregate principal amount of senior notes
• 5.250% (dollar_amount) — Interest rate on senior notes
• 2034 (date) — Maturity year of senior notes
• July 11, 2024 (date) — Date of pricing
• July 16, 2024 (date) — Expected closing date

FAQ

Filing Documents

• tm2415645d9_8k.htm (8-K) — 50KB
• 0001104659-24-079373.txt ( ) — 271KB
• cop-20240711.xsd (EX-101.SCH) — 3KB
• cop-20240711_def.xml (EX-101.DEF) — 26KB
• cop-20240711_lab.xml (EX-101.LAB) — 36KB
• cop-20240711_pre.xml (EX-101.PRE) — 25KB
• tm2415645d9_8k_htm.xml (XML) — 5KB

01 Other Events

Item 8.01 Other Events. As previously disclosed, 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"). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Marathon (the "Merger"), with Marathon surviving the Merger as a wholly owned subsidiary of ConocoPhillips. On July 11, 2024, ConocoPhillips and Marathon each received a request for additional information and documentary materials ("Second Request") from the Federal Trade Commission ("FTC") in connection with the FTC's review of the Merger. The effect of a Second Request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvement Acts of 1976, as amended ("HSR Act"), until 30 days after each of ConocoPhillips and Marathon has substantially complied with the Second Request issued to it, unless that period is terminated sooner by the FTC. Completion of the Merger remains subject to the expiration or termination of the waiting period under the HSR Act, and the satisfaction or waiver of the other closing conditions specified in the Merger Agreement. ConocoPhillips and Marathon continue to work constructively with the FTC in its review of the Merger and continue to expect that the Merger will be completed in the fourth quarter of 2024, subject to the fulfillment of the closing conditions in the Merger Agreement, including receipt of required regulatory approvals and approval of Marathon's stockholders. 2

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 and 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 as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking 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 factors and uncertainties, among others, could cause a

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 July 12, 2024 6

View Full Filing

View this 8-K filing on SEC EDGAR