ConocoPhillips Completes Exchange Offers for Marathon Notes, Issues New Notes

ConocoPhillips (NYSE: COP) recently announced the successful completion of exchange offers for Existing Marathon Notes. On December 30, 2024, ConocoPhillips Company (CPCo) finalized the settlement as part of its private offers to eligible holders. The exchange involved six series of senior notes issued by Marathon Oil Corporation, with a total principal amount of up to $4.0 billion.

All Existing Marathon Notes tendered in the exchange and not withdrawn by the expiration date of December 24, 2024, were accepted by CPCo. As a result, all accepted notes will be retired and canceled. The exchange offers are now closed to eligible holders of the Existing Marathon Notes.

On the Settlement Date, CPCo issued New Notes, including 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, and 5.200% Senior Notes due 2045. These New Notes are senior unsecured obligations of CPCo and rank equally with its other senior unsecured debt.

The New Notes are governed by an indenture dated December 7, 2012, among CPCo, COP, and The Bank of New York Mellon Trust Company, N.A. Additionally, a Registration Rights Agreement was entered into on December 30, 2024, in connection with the issuance of the New Notes. This agreement outlines the registration process for a registered offer to exchange each series of the New Notes.

It’s important to note that neither the Exchange Offers nor the New Notes were registered under the Securities Act of 1933 or the securities laws of any other jurisdiction. This means that the New Notes may only be offered or sold under appropriate exemptions from registration requirements.

ConocoPhillips’ recent moves with the exchange offers and issuance of New Notes signify strategic financial decisions aimed at optimizing its capital structure and debt obligations.

The content provided in this article is a summary of the information provided in the Form 8-K SEC Filing by ConocoPhillips. For a complete understanding of the details, readers are advised to refer to the original filing.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read ConocoPhillips’s 8K filing here.

About ConocoPhillips

ConocoPhillips explores for, produces, transports, and markets crude oil, bitumen, natural gas, liquefied natural gas (LNG), and natural gas liquids in the United States, Canada, China, Libya, Malaysia, Norway, the United Kingdom, and internationally. The company's portfolio includes unconventional plays in North America; conventional assets in North America, Europe, Asia, and Australia; global LNG developments; oil sands assets in Canada; and an inventory of global exploration prospects.