What is the impact of the FTC's Second Request on the ConocoPhillips-Marathon merger timeline?

The FTC's Second Request extends the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act. This means the merger cannot close until 30 days after both ConocoPhillips and Marathon have substantially complied with the request, unless the FTC terminates the waiting period sooner. While the companies still anticipate a fourth-quarter 2024 closing, this development introduces a potential for delay.

Will this FTC review prevent the merger from happening?

A Second Request from the FTC is a standard part of the antitrust review process for significant mergers. It indicates a more in-depth review rather than an automatic block. ConocoPhillips and Marathon are cooperating with the FTC and continue to expect the merger to close, subject to fulfilling all conditions. However, the FTC could impose conditions or, in rare cases, seek to block the transaction if significant antitrust concerns are identified.

What are the next steps for the merger approval process?

The immediate next steps involve ConocoPhillips and Marathon providing the requested information to the FTC. Following substantial compliance, the HSR waiting period will be extended. The companies will continue to work towards securing other necessary regulatory approvals and obtaining approval from Marathon's stockholders. The target closing remains the fourth quarter of 2024, but this is contingent on the successful navigation of these regulatory processes and other closing conditions.

Where can I find more information about the merger and its risks?

Detailed information about the merger, including risk factors and details about the transaction, can be found in documents filed with the SEC by both ConocoPhillips and Marathon. This includes the registration statement on Form S-4 and proxy statements. These documents are available on the SEC's website (www.sec.gov) and on the investor relations sections of ConocoPhillips' (www.conocophillips.com) and Marathon Oil's (www.ir.marathonoil.com) websites.

COP 8-K SEC Disclosure — Jul 12, 2024

Summary

This 8-K filing from ConocoPhillips (COP) addresses a significant development in its proposed merger with Marathon Oil Corporation (MRO). On July 10, 2024, both companies received a 'Second Request' for additional information from the Federal Trade Commission (FTC). This request extends the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act, meaning the merger's closing is now contingent upon substantial compliance with the FTC's information request and the subsequent termination of the waiting period. Despite this regulatory step, ConocoPhillips and Marathon continue to cooperate with the FTC and maintain their expectation that the merger will be completed in the fourth quarter of 2024. This timeline remains subject to fulfilling all closing conditions, including regulatory approvals and Marathon's stockholder approval. Investors should note that this development could potentially delay the transaction beyond the previously anticipated timeframe, and any material changes or significant conditions imposed by the FTC could impact the deal's final structure or feasibility.

Key Highlights

1ConocoPhillips (COP) and Marathon Oil (MRO) received a Second Request for additional information from the Federal Trade Commission (FTC) on July 10, 2024, related to their proposed merger.
2The FTC's Second Request extends the Hart-Scott-Rodino (HSR) Act waiting period until 30 days after substantial compliance by both companies, unless terminated earlier by the FTC.
3The companies continue to work constructively with the FTC on its review of the merger.
4ConocoPhillips and Marathon still expect the merger to be completed in the fourth quarter of 2024, subject to closing conditions.
5Key closing conditions include the expiration or termination of the HSR waiting period, receipt of required regulatory approvals, and approval from Marathon's stockholders.
6The filing includes standard forward-looking statements and risk factors related to the merger, emphasizing that actual results may differ materially from expectations.
7Information is provided on where investors can find additional documents and details regarding the proposed transaction, including filings with the SEC and company websites.

CONOCOPHILLIPS 8-K Report, Corporate Update (Jul 12, 2024)

Summary

Key Highlights

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