ConocoPhillips offers to exchange debt securities for new notes

Chicago, Feb. 22 – ConocoPhillips started two exchange offers for up to $2 billion from four series of notes in a first pool and up to $1 billion of notes from five series from a second pool, according to a press release.

For both exchange offers, a minimum of $500 million of new notes (the notes exchanged into) for each series needs to be issued.

Pool 1

In the first pool, the company is offering to exchange notes for up to $2 billion of new notes due 2062.

Listed by acceptance priority level, in the first pool are the:

• $2.75 billion outstanding 6.5% notes due 2039 (Cusip: 20825CAQ7) issued by ConocoPhillips itself;

• $500 million outstanding 5.95% notes due 2036 issued by Burlington Resources LLC (Cusip: 20825VAB8);

• $600 million outstanding 5.9% notes due 2038 issued by ConocoPhillips (Cusip: 20825CAP9); and

• $500 million outstanding 5.95% notes due 2046 issued by ConocoPhillips Co. (Cusip: 20826FAR7).

Pool 2

In the second pool, the notes are exchangeable for up to $1 billion of new notes due 2042.

By acceptance priority level, the notes in the second pool are the:

• $1,549,114,000 outstanding 6.95% notes due 2029 issued by ConocoPhillips Co. (Cusip: 208251AE8);

• $500 million outstanding 7.4% notes due 2031 issued by Burlington Resources LLC (Cusip: 12201PAN6);

• $500 million outstanding 7.25% notes due 2032 issued by Burlington Resources Oil & Gas Co. (Cusip: 20825UAC8);

• $575 million outstanding 7.2% notes due 2031 issued by Burlington Resources LLC (Cusip: 12201PAB2); and

• $200 million outstanding 7% notes due 2029 issued by ConocoPhillips Co. (Cusip: 718507BK1).

Pricing/consideration

Pricing will be determined at 10 a.m. ET on March 8.

The interest rate for the new notes will be determined by using a benchmark security and a spread that is expected to be announced on Tuesday.

Exchanging holders will receive a combination of cash and new notes, with the split on that subject to adjustment and ultimately the final numbers to be determined with the rest of the pricing.

Pricing will take into account either the maturity date or the par call date of the existing notes, if applicable.

The pricing amounts will be determined using a benchmark security and a fixed spread applied to the existing notes, not yet announced.

Total considerations will include an early participation payment of $30 principal amount of new notes.

Interest will also be paid to the settlement date, but the amount of pre-issuance interest on the new notes will be subtracted out of the interest due and could result in no interest paid.

Conditions

In addition to the minimum amount exchange condition, the new notes and the total consideration or exchange consideration should not be “substantially different” as of the pricing time.

The offer is also predicated on the receipt of a minimum level of gross proceeds from an offer of three new series of senior debt securities before March 11.

Additionally, the new notes from the exchange offer will be combined with the new notes and treated as part of the same issue.

Details

The early exchange deadline is 5 p.m. ET on March 7, also the withdrawal deadline.

Early settlement is expected to occur on March 11.

The exchange offers will expire at one minute after 11:59 p.m. ET on March 21.

Final settlement is planned for March 23.

Global Bondholder Services Corp. is the exchange agent and information agent (855 654-2015, 212 430-3774, contact@gbsc-usa.com, https://gbsc-usa.com/eligibility/cop).

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

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