ConocoPhillips (NYSE: COP) today announced that, in connection
with the anticipated acquisition of Concho Resources Inc.
(“Concho”) (NYSE: CXO) by ConocoPhillips, ConocoPhillips has
commenced offers to eligible holders to exchange (each an “Exchange
Offer” and collectively, the “Exchange Offers”) any and all
outstanding notes issued by Concho as set forth in the table below
(the “Existing Concho Notes”) for (1) up to $3,900,000,000
aggregate principal amount of new notes issued by ConocoPhillips
and fully and unconditionally guaranteed by ConocoPhillips Company
(the “New ConocoPhillips Notes”) and (2) cash.
The following table sets forth the Exchange Consideration and
Total Exchange Consideration for each series of Existing Concho
Notes:
Title of Series/ CUSIP Number
of Existing Concho Notes
Maturity Date
Aggregate Principal
Amount Outstanding
Exchange
Consideration(1)
Total Exchange
Consideration(2)
3.750% Senior Notes due 2027 /
20605PAH4
October 1, 2027
$1,000,000,000
$970 principal amount of New
ConocoPhillips 3.750% Notes due 2027
$1,000 principal amount of New
ConocoPhillips 3.750% Notes due 2027 and $1.00 in cash
4.300% Senior Notes due 2028 /
20605PAK7
August 15, 2028
$1,000,000,000
$970 principal amount of New
ConocoPhillips 4.300% Notes due 2028
$1,000 principal amount of New
ConocoPhillips 4.300% Notes due 2028 and $1.00 in cash
2.400% Senior Notes due 2031 /
20605PAM3
February 15, 2031
$500,000,000
$970 principal amount of New
ConocoPhillips 2.400% Notes due 2031
$1,000 principal amount of New
ConocoPhillips 2.400% Notes due 2031 and $1.00 in cash
4.875% Senior Notes due 2047 /
20605PAJ0
October 1, 2047
$800,000,000
$970 principal amount of New
ConocoPhillips 4.875% Notes due 2047
$1,000 principal amount of New
ConocoPhillips 4.875% Notes due 2047 and $1.00 in cash
4.850% Senior Notes due 2048 /
20605PAL5
August 15, 2048
$600,000,000
$970 principal amount of New
ConocoPhillips 4.850% Notes due 2048
$1,000 principal amount of New
ConocoPhillips 4.850% Notes due 2048 and $1.00 in cash
(1)
For each $1,000 principal amount of
Existing Concho Notes validly tendered after the Early Tender Date
(as defined herein) but at or before the Expiration Date, not
validly withdrawn and accepted for exchange.
(2)
For each $1,000 principal amount of
Existing Concho Notes validly tendered at or before the Early
Tender Date (as defined herein), not validly withdrawn and accepted
for exchange.
In conjunction with the Exchange Offers, Concho is soliciting
consents (each, a “Consent Solicitation” and, collectively, the
“Consent Solicitations”) to adopt certain proposed amendments to
each of the indentures governing the Existing Concho Notes to
eliminate certain of the covenants, restrictive provisions, events
of default and the requirement for certain Concho subsidiaries to
make guarantees in the future from such indentures.
The Exchange Offers and Consent Solicitations are being made
pursuant to the terms and subject to the conditions set forth in
the offering memorandum and consent solicitation statement dated as
of Dec. 7, 2020 (the “Offering Memorandum and Consent Solicitation
Statement”).
Each Exchange Offer and Consent Solicitation is conditioned upon
the completion of the other Exchange Offers and Consent
Solicitations, although ConocoPhillips may waive such condition at
any time with respect to an Exchange Offer. Any waiver of a
condition by ConocoPhillips with respect to an Exchange Offer will
automatically waive such condition with respect to the
corresponding Consent Solicitation.
In addition, the Exchange Offers and Consent Solicitations are
subject to the consummation of the transactions contemplated by the
Agreement and Plan of Merger, dated as of Oct. 18, 2020 (as it may
be amended from time to time, the “Merger Agreement”), among
ConocoPhillips, Falcon Merger Sub Corp., a wholly owned subsidiary
of ConocoPhillips (“Merger Sub”) and Concho, pursuant to which
Merger Sub will merge with and into Concho (the “Merger”) with
Concho surviving the Merger as a wholly owned subsidiary of
ConocoPhillips.
ConocoPhillips, in its sole discretion, may modify or terminate
the Exchange Offers and may extend the Early Tender Date (as
defined herein), the Expiration Date (as defined herein) and/or the
settlement date with respect to the Exchange Offers, subject to
applicable law. Any such modification, termination or extension by
ConocoPhillips will automatically modify, terminate or extend the
corresponding Consent Solicitation, as applicable.
Holders who validly tender their Existing Concho Notes at or
prior to 5:00 p.m., New York City time, on Dec. 18, 2020, unless
extended (the “Early Tender Date”), will be eligible to receive, on
the settlement date, the applicable Total Exchange Consideration as
set forth in the table above for all such Existing Concho Notes
that are accepted. Holders who validly tender their Existing Concho
Notes after the Early Tender Date but no later than 5:00 p.m., New
York City time, on Jan. 15, 2021, unless extended (the “Expiration
Date”), will be eligible to receive, on the settlement date, the
applicable Exchange Consideration as set forth in the table above,
for all such Existing Concho Notes that are accepted. The
settlement date will be promptly after the Expiration Date and is
expected to be within two business days after the Expiration
Date.
Documents relating to the Exchange Offers and Consent
Solicitations will be distributed only to eligible holders of
Existing Concho Notes who certify that they are either (a)
“Qualified Institutional Buyers” as that term is defined in Rule
144A under the Securities Act of 1933 (the “Securities Act”), or
(b) persons that are outside the “United States” and that (i) are
not “U.S. persons,” as those terms are defined in Rule 902 under
the Securities Act, (ii) in the case of persons located in the
European Economic Area or the United Kingdom, are not “Retail
Investors” (as defined in the Offering Memorandum and Consent
Solicitation Statement), (iii) in the case of persons located in
the United Kingdom, are “Relevant Persons” (as defined in the
Offering Memorandum and Consent Solicitation Statement) and (iv)
are not located in Canada. The complete terms and conditions of the
Exchange Offers and Consent Solicitations are described in the
Offering Memorandum and Consent Solicitation Statement, a copy of
which may be obtained by contacting Global Bondholder Services
Corporation, the exchange agent and information agent in connection
with the Exchange Offers and Consent Solicitations, at (866)
470-3800 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or
Contact@gbsc-usa.com. The eligibility form is available
electronically at:
https://gbsc-usa.com/eligibility/conocophillips.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful. The Exchange Offers and Consent Solicitations are being
made solely pursuant to the Offering Memorandum and Consent
Solicitation Statement and only to such persons and in such
jurisdictions as is permitted under applicable law.
The New ConocoPhillips Notes have not been and will not be
registered under the Securities Act or any state securities laws.
Therefore, the New ConocoPhillips Notes may not be offered or sold
in the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act and any
applicable state securities laws.
--- # # # ---
About ConocoPhillips
Headquartered in Houston, Texas, ConocoPhillips had operations
and activities in 15 countries, $63 billion of total assets, and
approximately 9,800 employees at Sept. 30, 2020. Production
excluding Libya averaged 1,108 MBOED for the nine months ended
Sept. 30, 2020, and proved reserves were 5.3 BBOE as of Dec. 31,
2019. For more information, go to www.conocophillips.com.
CAUTIONARY STATEMENT FOR THE PURPOSES
OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
All statements other than historical facts may be
forward-looking statements within the meaning of the federal
securities laws. Forward-looking statements relate to future events
and anticipated results of operations and business strategies,
statements regarding the Merger, including the anticipated benefits
of the Merger, the anticipated impact of the Merger on
ConocoPhillips’ business and future financial and operating
results, the expected amount and timing of synergies from the
Merger, and the anticipated closing date for the Merger and other
aspects of operations or operating results. All statements, other
than statements of historical fact, that address activities, events
or developments that ConocoPhillips or Concho expects, believes or
anticipates will or may occur in the future are forward-looking
statements. Words and phrases such as “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 Concho 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’ and Concho’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 actual results or events
to differ materially from those included in this press release.
These include the ability to successfully integrate Concho’s
businesses and technologies; the risk that the expected benefits
and synergies of the Merger may not be fully achieved in a timely
manner, or at all; the risk that ConocoPhillips or Concho will be
unable to retain and hire key personnel; the risk associated with
ConocoPhillips’ and Concho’s ability to obtain the approvals of the
respective stockholders required to consummate the Merger and the
timing of the closing of the Merger, including the risk that the
conditions to the Merger are not satisfied on a timely basis or at
all or the failure of the Merger to close for any other reason or
to close on the anticipated terms; unanticipated difficulties or
expenditures relating to the Merger, the response of business
partners and retention as a result of the announcement and pendency
of the Merger; uncertainty as to the long-term value of
ConocoPhillips common stock; the diversion of management time on
Merger-related matters; the inability to realize anticipated cost
savings and capital expenditure reductions; the inadequacy of
storage capacity for ConocoPhillips and Concho products, and
ensuing curtailments, whether voluntary or involuntary, required to
mitigate this physical constraint; the impact of public health
crises, including pandemics (such as COVID-19) and epidemics and
any related company or government policies or actions; global and
regional changes in the demand, supply, prices, differentials or
other market conditions affecting oil and gas, including changes
resulting from a public health crisis or from the imposition or
lifting of crude oil production quotas or other actions that might
be imposed by OPEC and other producing countries and the resulting
company or third-party actions in response to such changes;
fluctuations in crude oil, bitumen, natural gas, LNG and NGLs
prices, including a prolonged decline in these prices relative to
historical or future expected levels; the impact of significant
declines in prices for crude oil, bitumen, natural gas, LNG and
NGLs, which may result in recognition of impairment charges on
ConocoPhillips’ or Concho’s long-lived assets, leaseholds and
nonconsolidated equity investments; potential failures or delays in
achieving expected reserve or production levels from existing and
future oil and gas developments, including due to operating
hazards, drilling risks and the inherent uncertainties in
predicting reserves and reservoir performance; reductions in
reserves replacement rates, whether as a result of the significant
declines in commodity prices or otherwise; unsuccessful exploratory
drilling activities or the inability to obtain access to
exploratory acreage; unexpected changes in costs or technical
requirements for constructing, modifying or operating E&P
facilities; legislative and regulatory initiatives addressing
environmental concerns, including initiatives addressing the impact
of global climate change or further regulating hydraulic
fracturing, methane emissions, flaring or water disposal; lack of,
or disruptions in, adequate and reliable transportation for
ConocoPhillips’ or Concho’s sales volumes, including crude oil,
bitumen, natural gas, LNG and NGLs; the inability to timely obtain
or maintain permits, including those necessary for construction,
drilling and/or development, or inability to make capital
expenditures required to maintain compliance with any necessary
permits or applicable laws or regulations; the failure to complete
definitive agreements and feasibility studies for, and to complete
construction of, announced and future E&P and LNG development
in a timely manner (if at all) or on budget; potential disruption
or interruption of ConocoPhillips’ or Concho’s operations due to
accidents, extraordinary weather events, civil unrest, political
events, war, terrorism, cyber attacks, and information technology
failures, constraints or disruptions; changes in international
monetary conditions and foreign currency exchange rate
fluctuations; changes in international trade relationships,
including the imposition of trade restrictions or tariffs relating
to ConocoPhillips’ or Concho’s sales volumes, including crude oil,
bitumen, natural gas, LNG, NGLs and any materials or products (such
as aluminum and steel) used in the operation of ConocoPhillips’ or
Concho’s business; substantial investment in, and development and
use of, competing or alternative energy sources, including as a
result of existing or future environmental rules and regulations;
liability for remedial actions, including removal and reclamation
obligations, under existing and future environmental regulations
and litigation; significant operational or investment changes
imposed by existing or future environmental statutes and
regulations, including international agreements and national or
regional legislation and regulatory measures to limit or reduce GHG
emissions; liability resulting from litigation, including
litigation related to the Merger, or ConocoPhillips’ or Concho’s
failure to comply with applicable laws and regulations; general
domestic and international economic and political developments,
including armed hostilities; expropriation of assets; changes in
governmental policies relating to crude oil, bitumen, natural gas,
LNG and NGLs pricing, regulation or taxation, and other political,
economic or diplomatic developments; volatility in the commodity
futures markets; changes in tax and other laws, regulations
(including alternative energy mandates), or royalty rules
applicable to ConocoPhillips’ or Concho’s business; competition and
consolidation in the oil and gas E&P industry; any limitations
on ConocoPhillips’ or Concho’s access to capital or increase in
ConocoPhillips’ or Concho’s cost of capital, including as a result
of illiquidity or uncertainty in domestic or international
financial markets; ConocoPhillips’ or Concho’s inability to
execute, or delays in the completion of, any asset dispositions or
acquisitions ConocoPhillips or Concho elects to pursue; potential
failure to obtain, or delays in obtaining, any necessary regulatory
approvals for pending or future asset dispositions or acquisitions,
or that such approvals may require modification to the terms of the
transactions or the operation of ConocoPhillips’ or Concho’s
remaining business; potential disruption of ConocoPhillips’ or
Concho’s operations as a result of pending or future asset
dispositions or acquisitions, including the diversion of management
time and attention; the inability to deploy the net proceeds from
any asset dispositions that are pending or that ConocoPhillips or
Concho elects to undertake in the future in the manner and
timeframe ConocoPhillips or Concho currently anticipates, if at
all; the inability to liquidate the common stock issued to
ConocoPhillips by Cenovus Energy as part of ConocoPhillips’ sale of
certain assets in western Canada at prices ConocoPhillips deems
acceptable, or at all; the operation and financing of
ConocoPhillips’ or Concho’s joint ventures; and the ability of
ConocoPhillips or Concho customers and other contractual
counterparties to satisfy their obligations to ConocoPhillips or
Concho, including ConocoPhillips’ ability to collect payments when
due from the government of Venezuela or PDVSA.
Additional important risks, uncertainties and other factors are
described in the Offering Memorandum and Consent Solicitation
Statement, ConocoPhillips’ Annual Report on Form 10-K for the
fiscal year ended December 31, 2019 and ConocoPhillips’ Quarterly
Reports on Form 10-Q for the quarterly periods ended March 31,
2020, June 30, 2020 and September 30, 2020, certain Current Reports
on Form 8-K and other filings ConocoPhillips makes with the SEC and
in Concho’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 and Concho’s Quarterly Reports on Form 10-Q for
the quarterly periods ended March 31, 2020, June 30, 2020 and
September 30, 2020, certain Current Reports on Form 8-K and other
filings Concho makes with the SEC.
Except as required by law, neither ConocoPhillips nor Concho
undertakes or assumes any obligation to update any forward-looking
statements, whether as a result of new information or to reflect
subsequent events or circumstances or otherwise. You are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof.
Additional Information about the Merger
and Where to Find It
In connection with the Merger, ConocoPhillips filed with the SEC
a registration statement on Form S-4 on November 18, 2020, that
includes a preliminary joint proxy statement of ConocoPhillips and
Concho and that also constitutes a preliminary prospectus of
ConocoPhillips. Each of ConocoPhillips and Concho also intends to
file other relevant documents with the SEC regarding the Merger,
including the definitive joint proxy statement/prospectus. The
information in the preliminary joint proxy statement/prospectus is
not complete and may be changed. This document is not a substitute
for the preliminary joint proxy statement/prospectus or
registration statement or any other document that ConocoPhillips or
Concho may file with the SEC. The definitive joint proxy
statement/prospectus (if and when available) will be mailed to
stockholders of ConocoPhillips and Concho. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE
PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS, THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS IF AND WHEN IT BECOMES AVAILABLE AND ANY
OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER. Investors and security holders are
able to obtain free copies of the registration statement and
preliminary joint proxy statement/prospectus and all other
documents containing important information about ConocoPhillips,
Concho and the Merger, once such documents are filed with the SEC,
including the definitive joint proxy statement/prospectus if and
when it becomes available, through the website maintained by the
SEC at http://www.sec.gov. Copies of the documents filed with the
SEC by ConocoPhillips will be available free of charge on
ConocoPhillips’ website at http://www.conocophillips.com or by
contacting ConocoPhillips’ Investor Relations Department by email
at investor.relations@conocophillips.com or by phone at
281-293-5000. Copies of the documents filed with the SEC by Concho
will be available free of charge on Concho’s investor relations
website at https://ir.concho.com/investors/.
Participants in the
Solicitation
ConocoPhillips, Concho and certain of their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies in respect of the Merger. Information about
the directors and executive officers of ConocoPhillips, including a
description of their direct or indirect interests, by security
holdings or otherwise, is set forth in ConocoPhillips’ proxy
statement for its 2020 Annual Meeting of Stockholders, which was
filed with the SEC on March 30, 2020, and ConocoPhillips’ Annual
Report on Form 10-K for the fiscal year ended December 31, 2019,
which was filed with the SEC on February 18, 2020, as well as in
Forms 8-K filed by ConocoPhillips with the SEC on May 20, 2020 and
September 8, 2020, respectively. Information about the directors
and executive officers of Concho, including a description of their
direct or indirect interests, by security holdings or otherwise, is
set forth in Concho’s proxy statement for its 2020 Annual Meeting
of Stockholders, which was filed with the SEC on March 16, 2020,
and Concho’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, which was filed with the SEC on February 19,
2020. Investors may obtain additional information regarding the
interests of those persons and other persons who may be deemed
participants in the Merger by reading the preliminary joint proxy
statement/prospectus, including any amendments thereto, as well as
the definitive joint proxy statement/prospectus if and when it
becomes available and other relevant materials to be filed with the
SEC regarding the Merger when such materials become available.
Investors should read the preliminary joint proxy
statement/prospectus, and the definitive joint proxy
statement/prospectus if and when it becomes available, carefully
before making any voting or investment decisions. You may obtain
free copies of these documents from ConocoPhillips or Concho using
the sources indicated above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201207005921/en/
John C. Roper (media) 281-293-1451
john.c.roper@conocophillips.com
Investor Relations 281-293-5000
investor.relations@conocophillips.com
ConocoPhillips (NYSE:COP)
Historical Stock Chart
From Mar 2024 to Apr 2024
ConocoPhillips (NYSE:COP)
Historical Stock Chart
From Apr 2023 to Apr 2024