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Form 8-K · Current Report · Filed 2024-11-22

ConocoPhillips Completes Acquisition of Marathon Oil Corporation

On November 22, 2024, ConocoPhillips completed its acquisition of Marathon Oil Corporation through a merger.

Filer
ConocoPhillips COP · NYSE
Filed
Accession
0001104659-24-122112
CIK
0001163165
Signal
High impactEnergy

Details

Each share of Marathon Oil common stock was converted into the right to receive 0.255 shares of ConocoPhillips common stock at the effective time of the merger, with cash in lieu of fractional shares. ConocoPhillips also agreed to unconditionally guarantee $1 billion in aggregate principal amount of Marathon Oil municipal bonds, which were issued pursuant to an indenture dated December 1, 2017. The consummation of the Merger was subject to the satisfaction or waiver of certain closing conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. A press release announcing the completion of the Merger was issued on the same day.

Items reported

Item 2.01

Completion of Acquisition or Disposition of Assets

M&A Transaction
Item 7.01

Regulation FD Disclosure

Regulation FD Disclosure
Item 8.01

Other Events

Corporate Update
Item 9.01

Financial Statements and Exhibits

Exhibits Furnished

Market reaction

Close before filing

$111.90

Next session

-5.2%

Since filing

+7.7%

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 (5)

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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