ConocoPhillips, Concho upsize tender for 10 notes, give early results

By Rebecca Melvin

Concord, N.H., March 8 – ConocoPhillips and its wholly owned subsidiary Concho Resources Inc. announced the early results of their Feb. 22 cash tender offer for 10 debt securities and increased the aggregate purchase amount to about $3.1 billion from up to $1.8 billion, according to a Tuesday press release.

The offer was increased to enable the company to purchase all of the notes tendered by the early deadline at 5 p.m. ET on March 7.

As of the early deadline, about $2.72 billion of notes were validly tendered and not validly withdrawn, including the following:

• $793,625,000 of $981,172,000 outstanding 3.75% senior notes due 2027 issued by ConocoPhillips (Cusip: 20825CAV6) with pricing to be based on the 1.5% U.S. Treasury due Jan. 31, 2027 plus 55 basis points;

• $10.32 million of $18,828,000 outstanding 3.75% senior notes due 2027 issued by Concho (Cusip: 20605PAH4) with pricing to be based on the 1.5% U.S. Treasury due Jan. 31, 2027 plus 55 bps;

• $762,255,000 of $972.92 million outstanding 4.3% senior notes due 2028 issued by ConocoPhillips (Cusip: 20825CAX2) with pricing to be based on the 1.5% U.S. Treasury due Jan. 31, 2027 plus 70 bps;

• $14,628,000 of $27.08 million outstanding 4.3% senior notes due 2028 issued by Concho (Cusip: 20605PAK7) with pricing to be based on the 1.5% U.S. Treasury due Jan. 31, 2027 plus 70 bps;

• $267,979,000 of $489,351,00 outstanding 2.4% senior notes due 2031 issued by ConocoPhillips (Cusip: 20825CAZ7) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 75 bps;

• $5,066,000 of $10,649,000 outstanding 2.4% senior notes due 2031 issued by Concho (Cusip: 20605PAM3) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 75 bps;

• $480,858,000 of $799.77 million outstanding 4.875% senior notes due 2047 issued by ConocoPhillips (Cusip: 20825CBB9) with pricing to be based on the 1.875% U.S. Treasury due Nov. 15, 2051 plus 120 bps;

• $213,000 of $230,000 outstanding 4.875% senior notes due 2047 issued by Concho (Cusip: 20605PAJ0) with pricing to be based on the 1.875% U.S. Treasury due Nov. 15, 2051 plus 120 bps;

• $381,118,000 of $589,822,000 outstanding 4.85% senior notes due 2048 issued by ConocoPhillips (Cusip: 20825CBD5) with pricing to be based on the 1.875% U.S. Treasury due Nov. 15, 2051 plus 120 bps; and

• $347,000 of $10,178,000 outstanding 4.85% senior notes due 2048 issued by Concho (Cusip: 20605PAL5) with pricing to be based on the 1.875% U.S. Treasury due Nov. 15, 2051 plus 120 bps.

The securities are listed by acceptance priority level.

As previously reported, the total consideration for each series will include an early tender premium of $30 per $1,000 principal amount of notes tendered prior to the early tender deadline.

Pricing was to take place at 10 a.m. ET on March 8, with early settlement on March 11.

Tenders may no longer be withdrawn.

The tender offer is set to expire one minute after 11:59 p.m. ET on March 21, with final settlement planned for March 23.

Citigroup Global Markets Inc. (800 558-3745), J.P. Morgan Securities LLC (866 834-4866), Mizuho Securities USA LLC (866 271-7403) and TD Securities (USA) LLC (866 584-2096) are the dealer managers.

Global Bondholder Services Corp. (212 430-3774, 855 654-2015, contact@gbsc-usa.com) is the tender agent and information agent.

ConocoPhillips is an independent exploration and production company based in Houston.

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