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AI English summary of an SEC filing — figures as filed

ConocoPhillips logoConocoPhillips COP

The company said it completed its acquisition of Marathon Oil Corporation on November 22, 2024 by merging Puma Merger Sub Corp. into Marathon Oil, with Marathon Oil remaining as the surviving company.

8-KCompletion of Acquisition or Disposition of AssetsFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said it completed its acquisition of Marathon Oil Corporation on November 22, 2024 by merging Puma Merger Sub Corp. into Marathon Oil, with Marathon Oil remaining as the surviving company.

  2. The company said each outstanding share of Marathon common stock immediately before the merger became effective, other than certain excluded shares, was converted into the right to receive 1 shares of ConocoPhillips common stock and cash in lieu of fractional shares, with 0.255 shares of ConocoPhillips common stock per Marathon share.

  3. The company said that on July 11, 2024, it and Marathon each received a Second Request from the U.S. Federal Trade Commission, and that the HSR Act waiting period expired on November 20, 2024, following the company's and Marathon's certifications of substantial compliance.

  4. The company said that in connection with the merger, it agreed to unconditionally guarantee principal of $1 billion of Series 2017 Revenue Refunding Bonds for the Marathon Oil Corporation Project, and that ConocoPhillips Company will assume Marathon's related obligations effective on or about July 1, 2026.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Completion of Marathon Oil Corporation Acquisition

The company said it completed its acquisition of Marathon Oil Corporation on November 22, 2024 by merging Puma Merger Sub Corp. into Marathon Oil, with Marathon Oil remaining as the surviving company.

Source · Based on the filing body and exhibits

Merger Consideration: 0.255 ConocoPhillips Shares per Marathon Common Share

The company said each outstanding share of Marathon common stock immediately before the merger became effective, other than certain excluded shares, was converted into the right to receive 1 shares of ConocoPhillips common stock and cash in lieu of fractional shares, with 0.255 shares of ConocoPhillips common stock per Marathon share.

Source · Based on the filing body and exhibits

HSR Act Waiting Period Expires After FTC Second Request

The company said that on July 11, 2024, it and Marathon each received a Second Request from the U.S. Federal Trade Commission, and that the HSR Act waiting period expired on November 20, 2024, following the company's and Marathon's certifications of substantial compliance.

Source · Based on the filing body and exhibits

ConocoPhillips to Guarantee $1 billion Marathon Oil Municipal Bonds

The company said that in connection with the merger, it agreed to unconditionally guarantee principal of $1 billion of Series 2017 Revenue Refunding Bonds for the Marathon Oil Corporation Project, and that ConocoPhillips Company will assume Marathon's related obligations effective on or about July 1, 2026.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.