Home / Businesswire / ConocoPhillips Announces Cash Tender Offer for up to $1.75 Billion of Debt Securities

ConocoPhillips Announces Cash Tender Offer for up to $1.75 Billion of Debt Securities

HOUSTON–(BUSINESS WIRE)–ConocoPhillips (NYSE: COP) announced today that ConocoPhillips and its
wholly-owned subsidiary, ConocoPhillips Company (ÔÇ£CPCoÔÇØ) have commenced
a cash tender offer (the ÔÇ£Tender OfferÔÇØ) to purchase up to $1.75 billion
in aggregate principal amount (the ÔÇ£Maximum Tender Offer AmountÔÇØ) of
outstanding notes listed in the table below (collectively, the ÔÇ£NotesÔÇØ
and each a ÔÇ£SeriesÔÇØ of Notes), in the order of priority shown in the
table below.

Acceptance
Priority Level

CUSIP/ISIN

Title of
Security

Purchaser

Original
Issuer

Aggregate Principal
Amount Outstanding

Reference U.S.
Treasury
Security

Bloomberg
Reference
Page

Fixed
Spread
(basis
points)
(1)

1

20826FAA4 /
US20826FAA49

2.400% Senior
Notes due
2022

CPCo CPCo $1,000,000,000

2.750% U.S.
Treasury due
4/30/23

FIT1 30
2

20826FAD8 /
US20826FAD87

3.350% Senior
Notes due
2024

CPCo CPCo $1,000,000,000

2.750% U.S.
Treasury due
4/30/23

FIT1 55
3

20826FAG1 /
US20826FAG19

3.350% Senior
Notes due
2025

CPCo CPCo $500,000,000

2.875% U.S.
Treasury due
5/15/28

FIT1 35
4

20826FAF3 /
US20826FAF36

4.150% Senior
Notes due
2034

CPCo CPCo $500,000,000

3.000% U.S.
Treasury due
2/15/48

FIT1 75
5

20826FAC0 /
US20826FAC05

4.300% Senior
Notes due
2044

CPCo CPCo $750,000,000

3.000% U.S.
Treasury due
2/15/48

FIT1 85
6

20826FAQ9 /
US20826FAQ90

4.950% Senior
Notes due
2026

CPCo CPCo $1,250,000,000

2.875% U.S.
Treasury due
5/15/28

FIT1 65
7

208251AE8 /
US208251AE82

6.950% Senior
Notes due
2029

CPCo CINC (2) $1,549,114,000

2.875% U.S.
Treasury due
5/15/28

FIT1 115
8

20825CAQ7 /
US20825CAQ78

6.500% Senior
Notes due
2039

COP COP $2,750,000,000

3.000% U.S.
Treasury due
2/15/48

FIT1 115

(1) Includes the Early Tender Premium of $30 per $1,000 principal
amount of Notes for each Series (the ÔÇ£Early Tender PremiumÔÇØ).

(2) Notes designated ÔÇ£CINCÔÇØ were originally issued by Conoco Inc.

The terms and conditions of the Tender Offer are described in an Offer
to Purchase dated May 23, 2018 (as it may be amended or supplemented,
the ÔÇ£Offer to PurchaseÔÇØ). The Tender Offer is subject to the
satisfaction of certain conditions as set forth in the Offer to
Purchase. Subject to applicable law, the purchasers may waive any and
all of these conditions or extend, terminate or withdraw the Tender
Offer with respect to one or more Series of Notes and/or increase or
decrease the Maximum Tender Offer Amount. The Tender Offer is not
conditioned upon any minimum amount of Notes being tendered. Capitalized
terms used in this news release and not defined herein have the meanings
given to them in the Offer to Purchase.

The amounts of each Series of Notes that are purchased in the Tender
Offer will be determined in accordance with the priorities identified in
the column ÔÇ£Acceptance Priority LevelÔÇØ in the table above. The Tender
Offer will expire one minute after 11:59 p.m., New York City time, on
June 20, 2018, unless extended (such date and time, as the same may be
extended, the ÔÇ£Expiration DateÔÇØ) or earlier terminated. In order to
receive the applicable Total Tender Offer Consideration, holders of
Notes subject to the Tender Offer must validly tender and not validly
withdraw their Notes before the Early Tender Deadline, which is 5:00
p.m., New York City time, on June 6, 2018, unless extended. Holders of
Notes subject to the Tender Offer who validly tender their Notes after
the Early Tender Deadline and before the Expiration Date and whose Notes
are accepted for purchase will receive the applicable Late Tender Offer
Consideration.

The applicable Total Tender Offer Consideration for each $1,000 in
principal amount of Notes tendered and not withdrawn before the Early
Tender Deadline and accepted for payment pursuant to the Tender Offer or
the Early Settlement Date (as defined below) will be determined in the
manner described in the Offer to Purchase. The consideration will be
determined by reference to a fixed spread specified for each Series of
Notes over the yield based on the bid-side price of the applicable
Reference U.S. Treasury Security specified in the table above, as fully
described in the Offer to Purchase. The consideration will be calculated
by the Lead Dealer Managers for the Tender Offer at 2:00 p.m., New York
City time, on the business day immediately following the Early Tender
Deadline, unless extended (such date and time, as the same may be
extended, the ÔÇ£Price Determination DateÔÇØ). The Price Determination Date
is expected to be June 7, 2018. The applicable Early Tender Premium for
each Series of Notes is set forth in the table above. The Late Tender
Offer Consideration for the Notes purchased pursuant to the Tender Offer
will be calculated by taking the Total Tender Offer Consideration for
the applicable Series of Notes and subtracting from it the Early Tender
Premium of $30 per $1,000 principal amount of Notes.

In addition to the applicable Total Tender Offer Consideration or
applicable Late Tender Offer Consideration, as the case may be, accrued
and unpaid interest up to, but not including, the applicable Settlement
Date will be paid in cash on all validly tendered Notes accepted for
purchase in the Tender Offer. The purchase price plus accrued and unpaid
interest for Notes that are validly tendered and not validly withdrawn
on or before the Early Tender Deadline and accepted for purchase will be
paid by the Company in same-day funds promptly following the Early
Tender Deadline (the ÔÇ£Early Settlement DateÔÇØ). The Company expects that
the Early Settlement Date will be June 11, 2018, the second business day
after the Price Determination Date. The purchase price plus accrued and
unpaid interest for Notes that are validly tendered after the Early
Tender Deadline and on or before the Expiration Date and accepted for
purchase will be paid by the Company in same-day funds promptly
following the Expiration Date (the ÔÇ£Final Settlement DateÔÇØ). The Company
expects that the Final Settlement Date will be June 22, 2018, the second
business day after the Expiration Date, assuming the Maximum Tender
Offer Amount is not purchased on the Early Settlement Date. No tenders
will be valid if submitted after the Expiration Date. If Notes are
validly tendered and not validly withdrawn in an aggregate principal
amount greater than the Maximum Tender Offer Amount as of the Early
Tender Deadline, Holders who validly tender Notes after the Early Tender
Deadline but on or before the Expiration Date will not have any of their
Notes accepted for purchase. Holders of Notes subject to the Tender
Offer who validly tender their Notes on or before the Early Tender
Deadline may not withdraw their Notes after 5:00 p.m., New York City
time, on June 6, 2018, unless extended (such date and time, as the same
may be extended, the ÔÇ£Withdrawal DeadlineÔÇØ), except in the limited
circumstances described in the Offer to Purchase. Holders of Notes
subject to the Tender Offer who validly tender their Notes after the
Withdrawal Deadline but on or before the Expiration Date may not
withdraw their Notes except in the limited circumstances described in
the Offer to Purchase.

Subject to the Maximum Tender Offer Amount, all Notes validly tendered
and not validly withdrawn at or before the Early Tender Deadline having
a higher Acceptance Priority Level will be accepted before any validly
tendered and not validly withdrawn Notes having a lower Acceptance
Priority Level, and all Notes validly tendered after the Early Tender
Deadline having a higher Acceptance Priority Level will be accepted
before any Notes tendered after the Early Tender Deadline having a lower
Acceptance Priority Level. However, if Notes are validly tendered and
not validly withdrawn in an amount less than the Maximum Tender Offer
Amount as of the Early Tender Deadline, Notes validly tendered and not
validly withdrawn at or before the Early Tender Deadline will be
accepted for purchase in priority to Notes tendered after the Early
Tender Deadline even if such Notes tendered after the Early Tender Date
have a higher Acceptance Priority Level than Notes validly tendered and
not validly withdrawn at or before the Early Tender Deadline. Notes of
the Series in the last Acceptance Priority Level accepted for purchase
in accordance with the terms and conditions of the Tender Offer may be
subject to proration so that the Company will only accept for purchase
Notes with an aggregate principal amount of up to the Maximum Tender
Offer Amount.

Subject to applicable law, the Tender Offer may be amended, extended,
terminated or withdrawn with respect to one or more Series of Notes at
any time. If the Tender Offer is terminated with respect to any Series
of Notes without Notes of such Series being accepted for purchase, Notes
of such Series tendered pursuant to the Tender Offer will promptly be
returned to the tendering Holders. Notes tendered pursuant to the Tender
Offer and not purchased due to the priority acceptance procedures or due
to proration will be returned to the tendering Holders promptly
following the Expiration Time or, if the Tender Offer is fully
subscribed as of the Early Tender Deadline, promptly following the Early
Tender Deadline. The purchasersÔÇÖ obligation to accept for purchase, and
to pay for, validly tendered and not validly withdrawn Notes, and
accepted for purchase pursuant to the Tender Offer, is subject to, and
conditioned upon, satisfaction or, where applicable, waiver of the
conditions to the Tender Offer described in the Offer to Purchase.

Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc.,
J.P. Morgan Securities LLC and TD Securities (USA) LLC are the Lead
Dealer Managers for the Tender Offer, and Barclays Capital Inc., BNP
Paribas Securities Corp., Credit Suisse Securities (USA) LLC, HSBC
Securities (USA) Inc., Mizuho Securities USA LLC, MUFG Securities
Americas Inc., SMBC Nikko Securities America, Inc. and Wells Fargo
Securities, LLC are the Co-Managers for the Tender Offer. Global
Bondholder Services Corporation is the Tender Agent and Information
Agent. Persons with questions regarding the Tender Offer should contact
Citigroup Global Markets Inc. at (toll-free) (+1) (800) 558-3745 or
(collect) +1 (212) 723-6106, Credit Agricole Securities (USA) LLC at
(toll free) (+1) (866) 807-6030 or (collect) (+1) (212) 261-7802, J.P.
Morgan Securities LLC at (toll-free) (+1) (866) 834-4666 or (collect)
(+1) (212) 834-3424, or TD Securities (USA) LLC at (toll free) (+1)
(855) 495-9846 or (collect) (+1) (212) 827-7199. Requests for copies of
the Offer to Purchase, Letter of Transmittal and related materials
should be directed to Global Bondholder Services Corporation at (+1)
(212) 430-3774, (toll-free) (+1) (866) 924-2200 or [email protected]
Questions regarding the tendering of Notes may be directed to Global
Bondholder Services Corporation at (toll-free) (+1) (866) 924-2200.

This news release is neither an offer to purchase nor a solicitation of
an offer to sell the Notes. The Tender Offer is made only by the Offer
to Purchase and the information in this news release is qualified by
reference to the Offer to Purchase dated May 23, 2018 and related Letter
of Transmittal. None of ConocoPhillips or its affiliates, their
respective boards of directors, the Lead Dealer Managers, the
Co-Managers, the Tender Agent and Information Agent or the trustees with
respect to any Notes is making any recommendation as to whether holders
should tender any Notes in response to the Tender Offer, and neither
ConocoPhillips nor any such other person has authorized any person to
make any such recommendation. Holders must make their own decision as to
whether to tender any of their Notes, and, if so, the principal amount
of Notes to tender.

— # # # —

About ConocoPhillips

ConocoPhillips is the worldÔÇÖs largest independent E&P company based on
production and proved reserves. Headquartered in Houston, Texas,
ConocoPhillips had operations and activities in 17 countries, $71
billion of total assets, and approximately 11,200 employees as of March
31, 2018. Production excluding Libya averaged 1,224 MBOED for the three
months ended March 31, 2018, and proved reserves were 5.0 billion BOE as
of Dec. 31, 2017. For more information, go to www.conocophillips.com.

FORWARD-LOOKING STATEMENTS

This news release contains forward-looking statements. Forward-looking
statements relate to future events and anticipated results of
operations, business strategies, and other aspects of our operations or
operating results. In many cases you can identify forward-looking
statements by terminology such as "anticipate," "estimate," "believe,"
"continue," "could," "intend," "may," "plan," "potential," "predict,"
"should," "will," "expect," "objective," "projection," "forecast,"
"goal," "guidance," "outlook," "effort," "target" and other similar
words. However, the absence of these words does not mean that the
statements are not forward-looking. Where, in any forward-looking
statement, ConocoPhillips expresses an expectation or belief as to
future results, such expectation or belief is expressed in good faith
and believed to have a reasonable basis. However, there can be no
assurance that such expectation or belief will result or be achieved.
The actual results of operations can and will be affected by a
variety of risks and other matters including, but not limited to changes
in commodity prices; changes in expected levels of oil and gas reserves
or production; operating hazards, drilling risks, unsuccessful
exploratory activities; difficulties in developing new products and
manufacturing processes; unexpected cost increases or technical
difficulties in constructing, maintaining, or modifying company
facilities; international monetary conditions and exchange rate
fluctuations; our ability to complete the Tender Offer; our ability to
complete the sale of our announced dispositions on the timeline
currently anticipated, if at all; potential liability for remedial
actions under existing or future environmental regulations; potential
liability resulting from pending or future litigation; limited access to
capital or significantly higher cost of capital related to illiquidity
or uncertainty in the domestic or international financial markets; and
general domestic and international economic and political conditions; as
well as changes in tax, environmental and other laws applicable to our
business. Other factors that could cause actual results to differ
materially from those described in the forward-looking statements
include other economic, business, competitive and/or regulatory factors
affecting our business generally as set forth in our filings with the
Securities and Exchange Commission. Unless legally required,
ConocoPhillips undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.

Contacts

ConocoPhillips
Daren Beaudo, (+1) 281-293-2073 (media)
[email protected]
or
Andy
OÔÇÖBrien, (+1) 281-293-5000 (Investors)
[email protected]