ConocoPhillips tenders for up to $1 billion purchase price of notes from seven series

By Wendy Van Sickle

Columbus, Ohio, May 9 – ConocoPhillips and its wholly owned subsidiary ConocoPhillips Co. announced the start of a cash tender offer for seven series of debt securities for a purchase price of up to $1 billion, according to a press release.

The offer was announced Tuesday with an initial cap on the purchase price of $750 million, but that limit was upsized later in the day.

The seven securities that are part of the offer, listed by acceptance priority level, are the following:

• $900 million outstanding 2.125% notes due 2024 issued by ConocoPhillips Co. (Cusip: 20826FAT3) with pricing to be based on the 2.25% U.S. Treasury due March 31, 2024 plus 0 basis points;

• $425,638,000 outstanding 3.35% notes due 2024 issued by ConocoPhillips Co. (Cusip: 20826FAD8) with pricing to be based on the 2.25% U.S. Treasury due Nov. 15, 2024 plus 5 bps;

• $900 million outstanding 2.4% notes due 2025 issued by ConocoPhillips Co. (Cusip: 20826FAU0) with pricing to be based on the 1.75% U.S. Treasury due March 15, 2025 plus 5 bps;

• $199,233,000 outstanding 3.35% notes due 2025 issued by ConocoPhillips Co. (Cusip: 20826FAG1) with pricing to be based on the 2.75% U.S. Treasury due May 15, 2025 plus 40 bps;

• $203,268,000 outstanding 7.8% debentures due 2027 issued by Tosco Corp. with ConocoPhillips Co. as successor issuer (Cusip: 891490AR5) with pricing to be based on the 3.55% U.S. Treasury due April 30, 2028 plus 70 bps;

• $1,195,359,000 outstanding 6.95% notes due 2029 issued by Conoco Inc. with ConocoPhillips Co. as successor issuer (Cusip: 208251AE8) with pricing to be based on the 6.95% U.S. Treasury due April 30, 2028 plus 80 bps; and

• $1,587,744,000 outstanding 6.5% notes due 2039 issued by ConocoPhillips (Cusip: 20825CAQ7) with pricing to be based on the 3.875% U.S. Treasury due Feb. 15, 2043 plus 100 bps.

The total considerations will include an early tender premium of $30 per $1,000 principal amount of notes for each series.

To receive the full consideration, noteholders must tender their notes by 5 p.m. ET on May 22. The early deadline is also the withdrawal deadline.

Pricing will take place at 10 a.m. ET one day after the early deadline.

Early settlement is expected to be May 25.

The tender offer will expire one minute after 11:59 p.m. ET on June 6.

Final settlement is planned for June 8.

BofA Securities, Inc. (888 292-0070), HSBC Securities (USA) Inc. (888 472-4456) and TD Securities (USA) LLC (866 584-2096) are the dealer managers.

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

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

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