ConocoPhillips offers to exchange Concho notes for new notes, cash

By Wendy Van Sickle

Columbus, Ohio, Dec. 7 – ConocoPhillips launched offers to exchange any and all notes issued by Concho Resources Inc. for up to $3.9 billion of new notes issued by ConocoPhillips and cash, and Concho is soliciting consents to make some amendments to the notes, according to a news release.

The exchange offer and consent solicitation are in connection with the anticipated acquisition of Concho by ConocoPhillips.

For each $1,000 principal amount of existing notes, ConocoPhillips is offering holders a total consideration of a like principal amount of new notes with the same coupon and maturity date plus $1 in cash.

The following existing Concho notes are covered under the offer:

• The $1 billion of 3.75% senior notes due Oct. 1, 2027 (Cusip: 20605PAH4);

• The $1 billion of 4.3% senior notes due Aug. 15, 2028 (Cusip: 20605PAK7);

• The $500 million of 2.4% senior notes due Feb. 15, 2031 (Cusip: 20605PAM3);

• The $800 million of 4.875% senior notes due Oct. 1, 2047 (Cusip: 20605PAJ0); and

• The $600 million of 4.85% senior notes due Aug. 15, 2048 (Cusip: 20605PAL5).

In each case, the total consideration includes a premium of $30 of new notes that will be paid only to holders who tender their notes for exchange by the early deadline, 5 p.m. ET on Dec. 18.

The exchange offer will expire at 5 p.m. ET on Jan. 15.

In conjunction with the exchange offers, Concho is soliciting consents to adopt some proposed amendments to each of the indentures governing the existing notes to eliminate some of the covenants, restrictive provisions, events of default and the requirement for certain Concho subsidiaries to make guarantees in the future from the indentures.

Each exchange offer and consent solicitation is conditioned upon the completion of the other exchange offers and consent solicitations, although ConocoPhillips may waive that condition at any time with respect to an exchange offer. Any waiver of a condition by ConocoPhillips with respect to an exchange offer will automatically waive the condition with respect to the corresponding consent solicitation.

Global Bondholder Services Corp. (866-470-3800, 212 430-3774, 866 924-2200 or contact@gbsc-usa.com) is tender agent and information agent.

ConocoPhillips is a Houston-based exploration and production company. Concho is a Midland, Tex.-based independent oil and natural gas company.

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