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CONOCOPHILLIPS 8-K Report, Material Agreement (Feb 8, 2021)

Filed February 8, 2021For Securities:COP

Summary

ConocoPhillips (COP) has announced the successful completion of its previously announced exchange offers and consent solicitations for all outstanding notes issued by Concho Resources Inc. (Concho). This transaction, settled on February 8, 2021, involved the exchange of Concho's existing senior notes for new ConocoPhillips notes, totaling up to $3.9 billion in aggregate principal amount, along with a cash component. The primary goal of this exchange was to simplify ConocoPhillips' capital structure and eliminate certain restrictive covenants from the Concho notes indentures by soliciting consents to proposed amendments. As a result of the exchange, a significant portion of the Concho notes has been retired and canceled. ConocoPhillips has issued new notes across various maturities and interest rates, guaranteed by ConocoPhillips Company (CPCo), effectively replacing the Concho debt. This move is expected to streamline financial obligations and potentially reduce administrative complexities associated with the acquired Concho debt. The company has also entered into a registration rights agreement to register the newly issued notes, ensuring compliance with securities regulations.

Key Highlights

  • 1ConocoPhillips completed exchange offers for Concho Resources Inc. notes, issuing new ConocoPhillips-guaranteed notes and cash.
  • 2Up to $3.9 billion in aggregate principal amount of new notes were issued as part of the exchange.
  • 3The transaction aimed to simplify ConocoPhillips' debt structure and remove restrictive covenants from acquired Concho debt.
  • 4Substantial principal amounts of Concho's 3.750% Senior Notes due 2027, 4.300% Senior Notes due 2028, 2.400% Senior Notes due 2031, 4.875% Senior Notes due 2047, and 4.850% Senior Notes due 2048 were tendered and accepted.
  • 5The newly issued notes are guaranteed by ConocoPhillips Company (CPCo) and rank equally with other unsubordinated debt of ConocoPhillips.
  • 6A registration rights agreement was executed to facilitate the registration of the new notes under the Securities Act.
  • 7The exchange offers and consent solicitations have expired and are no longer open for participation.

Frequently Asked Questions

The primary purpose was to simplify ConocoPhillips' debt structure by exchanging Concho Resources Inc. notes for new ConocoPhillips notes and cash. It also aimed to eliminate certain restrictive covenants from the indentures governing the Concho notes through proposed amendments.

ConocoPhillips issued up to $3,900,000,000 in aggregate principal amount of new notes. Specific amounts were issued for each series of Concho notes being exchanged.

No, the newly issued notes are unsubordinated and unsecured obligations of ConocoPhillips. They are guaranteed on an unsubordinated and unsecured basis by ConocoPhillips Company (CPCo) and rank equally with all other unsubordinated debt of ConocoPhillips. However, they are structurally subordinated to the secured and unsecured debt of ConocoPhillips' subsidiaries other than CPCo.

The accepted Concho notes that were tendered and accepted in the exchange offers will be retired and canceled. They will not be reissued.