ConocoPhillips receives early tenders for $2.1 billion of notes

New York, March 28 – ConocoPhillips and wholly owned subsidiary ConocoPhillips Co. received tenders for $2.1 billion of notes by the early deadline in their offer to purchase up to $400 million principal amount of 12 series of notes.

All tenders will be accepted for the five highest priority notes and some tenders will be accepted for the note series with priority level six.

Because the offer is already oversubscribed, no further tenders will be accepted.

Pricing was scheduled to be set at 2 p.m. ET on March 28.

The tender results as of the early deadline of 5 p.m. ET on March 27 were:

• $27.04 million of the $150 million of 9.125% senior notes due 2021 originally issued by Burlington Resources Inc. All will be accepted, leaving $122.96 million outstanding after settlement. Pricing will be set using the 2.25% U.S. Treasury note due Feb. 15, 2021 plus 65 basis points;

• $16,021,000 of the $150 million of 8.2% senior notes due 2025 originally issued by Burlington Resources Inc. All will be accepted, leaving $133,979,000 outstanding after settlement. Pricing will be set using the 2.75% U.S. Treasury note due Feb. 15, 2028 plus 80 bps;

• $210.42 million of the $600 million of 8.125% senior notes due 2030 originally issued by Tosco Corp. All will be accepted, leaving $389,589,000 outstanding after settlement. Pricing will be set using the 2.75% U.S. Treasury note due Feb. 15, 2028 plus 100 bps;

• $40.1 million of the $100 million of 7.9% senior notes due 2047 originally issued by Tosco Corp. All will be accepted, leaving $59.9 million outstanding after settlement. Pricing will be set using the 2.75% U.S. Treasury due Nov. 15, 2047 plus 120 bps;

• $96,732,000 of the $300 million of 7.8% senior notes due 2027 originally issued by Tosco Corp. All will be accepted, leaving $203,268,000 outstanding after settlement. Pricing will be set using the 2.75% U.S. Treasury note due Feb. 15, 2028 plus 85 bps;

• $21,329,000 of the $87.92 million of 7.65% senior notes due 2023 originally issued by Louisiana Land & Exploration Co. Of these, $9,687,000, or 45.4%, will be accepted, leaving $78,233,000 outstanding after settlement. Pricing will be set using the 2.625% U.S. Treasury due Feb. 28, 2023 plus 80 bps;

• $10,105,000 of the $92,184,000 of 7.375% senior notes due 2029 originally issued by Burlington Resources Inc. None will be accepted. Pricing was to have used the 2.75% U.S. Treasury note due Feb. 15, 2028 plus 100 bps;

• $148,304,000 of the $500 million of 7.25% senior notes due 2031 originally issued by Conoco Funding Co. None will be accepted. Pricing was to have used the 2.75% U.S. Treasury note due Feb. 15, 2028 plus 105 bps;

• $76,882,000 of the $200 million of 7% senior notes due 2029 originally issued by Phillips Petroleum Co. None will be accepted. Pricing was to have used the 2.75% U.S. Treasury note due Feb. 15, 2028 plus 100 bps;

• $535,683,000 of the $1,549,114,000 of 6.95% senior notes due 2029 originally issued by Conoco Inc. None will be accepted. Pricing was to have used the 2.75% U.S. Treasury note due Feb. 15, 2028 plus 95 bps;

• $28,774,000 of the $67,315,000 of 6.875% senior notes due 2026 originally issued by Burlington Resources Inc. None will be accepted. Pricing was to have used the 2.75% U.S. Treasury note due Feb. 15, 2028 plus 85 bps; and

•$886.01 million of the $2.75 billion 6.5% senior notes due 2039 issued by ConocoPhillips. None will be accepted. Pricing was to have used the 2.75% U.S. Treasury due Nov. 15, 2047 plus 115 bps.

The notes are listed in order of priority acceptance levels. ConocoPhillips Co. is offering to purchase the first 11 series of notes; ConocoPhillips is offering to purchase the last series.

As announced on March 14, the total purchase price will include an early tender premium of $30 per $1,000 principal amount of notes tendered by the early deadline.

The tender was to remain open until midnight ET on April 11 but no more notes are expected to be purchased.

Holders also will receive accrued interest up to but excluding the settlement date, which is expected to be March 29 for early tendered notes. The April 11 settlement for remaining tenders will no longer be utilized.

The companies gave priority to notes tendered before the early deadline, regardless of priority levels.

Citigroup Global Markets Inc. (800 558-3745) and MUFG Securities Americas Inc. (877 744-4532) are the dealer managers. Barclays, Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC are the co-dealer managers. Global Bondholder Services Corp. (866 924-2200, 212 430-3774 or contact@gbsc-usa.com) is the tender agent and information agent.

ConocoPhillips is an energy company based in Houston.

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