8-KAcquisitions & DispositionsRegulation FDOther Events+1

CONOCOPHILLIPS 8-K Report, Acquisition Completed (Nov 22, 2024)

Filed November 22, 2024For Securities:COP

Summary

ConocoPhillips (COP) has officially completed its acquisition of Marathon Oil Corporation (MRO) as of November 22, 2024. This significant transaction was executed through a merger where Marathon Oil shareholders will receive 0.255 shares of ConocoPhillips common stock and cash in lieu of fractional shares for each Marathon Oil share they owned. This filing confirms the regulatory hurdles, including the expiration of the HSR Act waiting period, have been cleared, allowing the deal to close. Investors should note the incorporation of Marathon Oil's historical financial statements and reserve audit reports, as well as pro forma combined financial statements, which will be crucial for understanding the post-merger entity's financial position and operational outlook.

Key Highlights

  • 1ConocoPhillips officially completed the acquisition of Marathon Oil Corporation on November 22, 2024, via a merger.
  • 2Marathon Oil shareholders will receive 0.255 shares of ConocoPhillips common stock and cash for each share owned.
  • 3The HSR Act waiting period, following an FTC Second Request, expired on November 20, 2024, clearing a key regulatory condition.
  • 4ConocoPhillips has unconditionally guaranteed $1 billion in municipal bonds benefiting Marathon Oil, with assumption of obligations planned for July 1, 2026.
  • 5The filing includes audited and unaudited financial statements of Marathon Oil, as well as unaudited pro forma combined financial statements for the merged entity.
  • 6Reserve audit reports for Marathon Oil's proved reserves as of December 31, 2023, have been incorporated by reference.

Frequently Asked Questions

Marathon Oil shareholders will receive 0.255 shares of ConocoPhillips common stock for each share of Marathon Oil common stock they held, along with cash in lieu of any fractional shares.

Yes, the filing indicates that the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act expired on November 20, 2024, following a Second Request from the FTC. This signifies that a major regulatory condition has been met.

The filing incorporates by reference audited financial statements of Marathon Oil for the years ended December 31, 2023, 2022, and 2021, as well as unaudited financial statements for the quarterly period ended September 30, 2024. Additionally, unaudited pro forma combined financial statements reflecting the merger are included.

ConocoPhillips has agreed to unconditionally guarantee $1 billion in municipal bonds for Marathon Oil. ConocoPhillips Company is slated to assume all obligations related to these bonds on or about July 1, 2026.