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CONOCOPHILLIPS 8-K Report, Corporate Update (Mar 14, 2022)

Filed March 14, 2022For Securities:COP

Summary

ConocoPhillips (COP) has completed the early settlement of its previously announced private exchange offers for various "Old Notes" across several entities, including COP, ConocoPhillips Company (CPCo), Burlington Resources LLC, and Burlington Resources Oil & Gas Company LP. The company issued new notes, with CPCo acting as the issuer and COP as the guarantor, to effectively refinance and extend its debt maturity profile. This move is aimed at optimizing the company's capital structure and managing its interest expense. This transaction involved the issuance of approximately $1.77 billion in aggregate principal amount of new 4.025% notes due 2062 and approximately $0.78 billion in aggregate principal amount of new 3.758% notes due 2042. These new notes carry significantly lower interest rates compared to the old notes they are replacing, indicating a favorable refinancing for ConocoPhillips. The exchange offers remain ongoing and are set to expire later in March 2022, unless extended.

Key Highlights

  • 1ConocoPhillips successfully completed the early settlement of its private exchange offers for various outstanding "Old Notes".
  • 2New debt instruments issued include $1,767,690,000 in 4.025% notes due 2062 and $783,545,000 in 3.758% notes due 2042, issued by CPCo and guaranteed by COP.
  • 3The issuance of new notes reflects a refinancing strategy with lower interest rates (4.025% and 3.758%) compared to the replaced notes, aiming to reduce future interest expenses.
  • 4The transaction extends ConocoPhillips' debt maturity profile by issuing longer-term debt.
  • 5The exchange offers were conducted privately and were not registered under the Securities Act of 1933, offering flexibility in execution.
  • 6A Registration Rights Agreement was entered into, obligating COP and CPCo to file a registration statement for a registered exchange offer of the New Notes.
  • 7The exchange offers remain ongoing and are scheduled to expire on March 21, 2022, unless extended.

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