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Form 8-K · Current Report · Filed 2024-05-29

ConocoPhillips Announces Agreement to Acquire Marathon Oil Corporation

On May 29, 2024, ConocoPhillips announced its agreement to acquire Marathon Oil Corporation in an all-stock transaction valued at $22.5 billion.

Filer
ConocoPhillips COP · NYSE
Filed
Accession
0001104659-24-065814
CIK
0001163165
Signal
High impactEnergy

Details

Marathon shareholders will receive 0.255 shares of ConocoPhillips for each share of Marathon, representing a 14.7% premium to Marathon's share price on May 28, 2024. The transaction is expected to be immediately accretive and deliver significant cost and capital synergies. Upon closing, ConocoPhillips also plans to increase its ordinary base dividend by 34% and repurchase over $20 billion in shares over the first three years. The deal is subject to Marathon stockholder approval, regulatory clearance, and other customary conditions, with an expected close in Q4 2024.

Items reported

Item 1.01

Entry into a Material Definitive Agreement

M&A Agreement
Item 7.01

Regulation FD Disclosure

Regulation FD Disclosure
Item 9.01

Financial Statements and Exhibits

Exhibits Furnished

Market reaction

Close before filing

$118.96

Next session

-4.5%

Since filing

+1.3%

Latest close

$120.48

What happened, not what will happen — closing prices around the filing date.

Precedent

Previous filings from COP reporting the same item, with the next session's move:

Exhibits (3)

About ConocoPhillips

ConocoPhillips is a leading energy company that engages in the exploration, production, refining, and distribution of oil and natural gas. Its primary function is to manage and monetize hydrocarbon resources, ensuring efficient energy production for global distribution. ConocoPhillips focuses on upstream operations, involving the search for oil and natural gas beneath the earth's surface, as well as the extraction and initial processing of these resources. This company plays a significant role in the energy sector, impacting industries dependent on petroleum and natural gas products. ConocoPhillips operates across various geographical regions, emphasizing its commitment to sustainable resource management and innovative technologies to reduce its environmental footprint. As one of the world's largest independent exploration and production companies based on proved reserves and production of liquids and natural gas, it is vital in meeting global energy demands. Additionally, ConocoPhillips' strategic initiatives in technology and risk management underscore its importance in the volatile energy market, contributing to its enduring presence and influence within the industry.

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