ConocoPhillips, unit tender for up to $400 million of 12 note issues

By Susanna Moon

Chicago, March 14 – ConocoPhillips and wholly owned subsidiary ConocoPhillips Co. are offering to purchase up to $400 million principal amount of 12 series of notes.

The tender offer will remain open until midnight ET on April 11.

Pricing will be set at 2 p.m. ET on March 28 using the yield of the bid-side price of a reference security plus a fixed spread as follows:

• $150 million 9.125% senior notes due 2021 will price using the 2.25% U.S. Treasury note due Feb. 15, 2021 plus 65 basis points;

• $150 million 8.2% senior notes due 2025 will price using the 2.75% U.S. Treasury note due Feb. 15, 2028 plus 80 bps;

• $600 million 8.125% senior notes due 2030 will price using the 2.75% U.S. Treasury note due Feb. 15, 2028 plus 100 bps;

• $100 million 7.9% senior notes due 2047 will price using the 2.75% U.S. Treasury due Nov. 15, 2047 plus 120 bps;

• $300 million 7.8% senior notes due 2027 will price using the 2.75% U.S. Treasury note due Feb. 15, 2028 plus 85 bps;

• $87.92 million 7.65% senior notes due 2023 will price using the 2.625% U.S. Treasury due Feb. 28, 2023 plus 80 bps;

• $92,184,000 7.375% senior notes due 2029 will price using the 2.75% U.S. Treasury note due Feb. 15, 2028 plus 100 bps;

• $500 million 7.25% senior notes due 2031 will price using the 2.75% U.S. Treasury note due Feb. 15, 2028 plus 105 bps;

• $200 million 7% senior notes due 2029 will price using the 2.75% U.S. Treasury note due Feb. 15, 2028 plus 100 bps;

• $1,549,114,000 6.95% senior notes due 2029 will price using the 2.75% U.S. Treasury note due Feb. 15, 2028 plus 95 bps;

• $67,315,000 6.875% senior notes due 2026 will price using the 2.75% U.S. Treasury note due Feb. 15, 2028 plus 85 bps; and

• $2.75 billion 6.5% senior notes due 2039 will price using the 2.75% U.S. Treasury due Nov. 15, 2047 plus 115 bps.

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

The total purchase price will include an early tender premium of $30 per $1,000 principal amount of notes tendered by the early deadline of 5 p.m. ET on March 27.

Holders also will receive accrued interest up to but excluding the settlement date, which is expected to be March 29 for early tendered notes and April 11 for any remaining accepted tenders.

The offer is not conditioned upon any minimum amount of notes being tendered.

The companies will give 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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