ConocoPhillips (NYSE: COP) today announced that, in connection
with the previously announced offers to eligible holders to
exchange (each, an “Exchange Offer” and collectively, the “Exchange
Offers”) any and all outstanding notes issued by Concho Resources
Inc. (“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, and related consent
solicitations by Concho (each, a “Consent Solicitation” and,
collectively, the “Consent Solicitations”) to adopt certain
proposed amendments to each of the indentures governing the
Existing Concho Notes (the “Proposed Amendments”), as of 5:00 p.m.,
New York City time, on Dec. 18, 2020 (the “Early Tender Date”), the
following principal amounts of each series of Existing Concho Notes
have been validly tendered and not validly withdrawn (and consents
thereby validly given and not validly revoked):
Title of Series / CUSIP Number
of Existing Concho Notes
Aggregate Principal Amount
Outstanding
Existing Concho Notes Tendered
at Early Tender Date
Principal Amount
Percentage
3.750% Senior Notes due 2027 /
20605PAH4
$1,000,000,000
$979,058,000
97.91%
4.300% Senior Notes due 2028 /
20605PAK7
$1,000,000,000
$970,136,000
97.01%
2.400% Senior Notes due 2031 /
20605PAM3
$500,000,000
$488,292,000
97.66%
4.875% Senior Notes due 2047 /
20605PAJ0
$800,000,000
$799,720,000
99.97%
4.850% Senior Notes due 2048 /
20605PAL5
$600,000,000
$588,979,000
98.16%
In addition, ConocoPhillips announced that it has increased the
exchange consideration for Existing Concho Notes validly tendered
after the Early Tender Date from $970 principal amount of the New
ConocoPhillips Notes per $1,000 principal amount of Existing Concho
Notes to $1,000 principal amount of the New ConocoPhillips Notes
per $1,000 principal amount of Existing Concho Notes. As previously
contemplated, eligible holders tendering after the Early Tender
Date will not receive any cash consideration, and as such, it
remains the case that the consideration to be paid for Existing
Concho Notes validly tendered and not validly withdrawn (i) prior
to the Early Tender Date and (ii) following the Early Tender Date
will not be the same. All other terms and conditions of the
Exchange Offers remain unchanged.
Concho has also received the requisite number of consents to
adopt the Proposed Amendments with respect to each of the five
outstanding series of Existing Concho Notes that are subject to the
Exchange Offers and Consent Solicitations. Concho intends to
promptly enter into a supplemental indenture with the trustee for
the Existing Concho Notes (the “Supplemental Indenture”) to effect
the Proposed Amendments.
Withdrawal rights for the Exchange Offers and Consent
Solicitations expired as of the Early Tender Date.
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
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
conditioned upon 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 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.
The Exchange Offers and Consent Solicitations will expire at
5:00 p.m., New York City time, on Jan. 15, 2021, unless extended
(the “Expiration Date”). 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 as amended by this press release 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 the 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 (as
amended on December 7, 2020), that includes a joint proxy statement
of ConocoPhillips and Concho and that also constitutes a prospectus
of ConocoPhillips. The registration statement was declared
effective by the SEC on December 10, 2020, and on December 11, 2020
ConocoPhillips and Concho each filed the definitive joint proxy
statement/prospectus in connection with the Merger with the SEC.
ConocoPhillips and Concho commenced mailing the definitive joint
proxy statement/prospectus to stockholders on or about December 11,
2020. Each of ConocoPhillips and Concho will also file other
relevant documents with the SEC regarding the Merger. This document
is not a substitute for the registration statement, the definitive
joint proxy statement/prospectus or any other document that
ConocoPhillips or Concho has filed or may file with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT, THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS 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 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, through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
ConocoPhillips may be obtained 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 may be
obtained 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 definitive joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the Merger when such materials become available.
Investors should read the definitive joint proxy
statement/prospectus 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/20201221005140/en/
John C. Roper (media) 281-293-1451
john.c.roper@conocophillips.com Investor Relations 281-293-5000
investor.relations@conocophillips.com
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