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Published on 1/14/2021 in the Prospect News Investment Grade Daily and Prospect News Liability Management Daily.

ConocoPhillips extends consent, exchange timeframe for Concho notes

Chicago, Jan. 14 – ConocoPhillips announced that it has extended the expiration date for the its exchange offers and consent solicitations relating to any and all of the notes issued by Concho Resources Inc. for up to $3.9 billion of new notes issued by ConocoPhillips and cash, according to a news release.

The offer is now scheduled to end at 5 p.m. ET on Feb. 4, extended from 5 p.m. ET on Jan. 15.

As previously reported, the exchange offers and the related consent solicitation to make some changes to the notes are in connection with the anticipated acquisition of Concho by ConocoPhillips.

As of the 5 p.m. ET on Jan. 14, holders had tendered the amounts listed for the following existing Concho notes:

• $979,236,000, or 97.92% of the $1 billion of 3.75% senior notes due Oct. 1, 2027 (Cusip: 20605PAH4);

• $970,281,000, or 97.03%, of the $1 billion of 4.3% senior notes due Aug. 15, 2028 (Cusip: 20605PAK7);

• $488,309,000, or 97.66%, of the $500 million of 2.4% senior notes due Feb. 15, 2031 (Cusip: 20605PAM3);

• $799.72 million, or 99.97%, of the $800 million of 4.875% senior notes due Oct. 1, 2047 (Cusip: 20605PAJ0); and

• $588,979,000, or 98.16%, of the $600 million of 4.85% senior notes due Aug. 15, 2048 (Cusip: 20605PAL5).

For each $1,000 principal amount of existing notes tendered by the early tender deadline, 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 total consideration included a premium of $30 of new notes previously payable only to holders who tendered their notes by the early deadline.

ConocoPhillips also previously increased the exchange consideration for Concho notes tendered after the early deadline to $1,000 new notes per $1,000 of notes tendered from $970 new notes per $1,000 of existing notes.

Holders who tender notes after the early tender deadline will not receive any cash consideration.

In conjunction with the exchange offers, Concho received the required 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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