ConocoPhillips says $2.2 billion of notes tendered by early deadline

Chicago, May 23 – ConocoPhillips and its wholly owned subsidiary ConocoPhillips Co. provided the early results for the capped cash tender offer that had an early deadline at 5 p.m. ET on May 22 in a press release.

As of the early deadline, noteholders tendered approximately $2.2 billion principal amount of notes.

Noteholders tendered the following amounts of notes, with the acceptance results and pricing information also listed:

• All accepted of the $439,319,000 tendered of the $900 million outstanding 2.125% notes due 2024 issued by ConocoPhillips Co. (Cusip: 20826FAT3) for a tender consideration of $976.60 per note with pricing based on the 2.25% U.S. Treasury due March 31, 2024 plus 0 basis points;

• All accepted of the $160,271,000 tendered of the $425,638,000 outstanding 3.35% notes due 2024 issued by ConocoPhillips Co. (Cusip: 20826FAD8) for a tender consideration of $979.64 per note with pricing based on the 2.25% U.S. Treasury due Nov. 15, 2024 plus 5 bps;

• $533,532,000 accepted, or 89.1%, of the $599,173,000 tendered of the $900 million outstanding 2.4% notes due 2025 issued by ConocoPhillips Co. (Cusip: 20826FAU0) for a tender consideration of $963.30 per note with pricing based on the 1.75% U.S. Treasury due March 15, 2025 plus 5 bps;

• None accepted of the $46,332,000 tendered of the $199,233,000 outstanding 3.35% notes due 2025 issued by ConocoPhillips Co. (Cusip: 20826FAG1) with pricing to have been based on the 2.75% U.S. Treasury due May 15, 2025 plus 40 bps;

• None accepted of the $94,808,000 tendered of the $203,268,000 outstanding 7.8% debentures due 2027 issued by Tosco Corp. with ConocoPhillips Co. as successor issuer (Cusip: 891490AR5) with pricing to have been based on the 3.55% U.S. Treasury due April 30, 2028 plus 70 bps;

• None accepted of the $425,039,000 tendered of the $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 have been based on the 6.95% U.S. Treasury due April 30, 2028 plus 80 bps; and

• None accepted of the $422,624,000 tendered of the $1,587,744,000 outstanding 6.5% notes due 2039 issued by ConocoPhillips (Cusip: 20825CAQ7) with pricing to have been based on the 3.875% U.S. Treasury due Feb. 15, 2043 plus 100 bps.

Pricing was determined at 10 a.m. ET on May 23.

The considerations include a $30 early tender premium.

Early settlement will be on May 25.

There was a financing condition backing the offer and that condition has been satisfied.

Notes not accepted for purchase will be promptly returned to noteholders.

Technically, the offer expires at 11:59 p.m. ET on June 6. However, because the offer was oversubscribed at the early deadline, the company does not expect to accept any more notes for purchase.

Final settlement would have been 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 lead dealer managers.

Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC are the co-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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