ConocoPhillips gives final results of exchange for two pools of notes

By Rebecca Melvin

Concord, N.H., March 22 – ConocoPhillips announced the final results of its Feb. 22 exchange offer for two pools of fixed-rate notes, according to a company release Tuesday.

As of one minute after 11:59 p.m. ET on March 21, $2.52 million more notes from pool 1 were tendered after the early participation deadline and have been accepted for exchange. There were also $1,126,000 more notes from pool 2 that were tendered after the early participation deadline that have been accepted.

Both series of new notes will be unconditionally guaranteed by ConocoPhillips.

Pool 1

As previously reported, the company offered to exchange notes for cash and up to $2 billion of new ConocoPhillips Co. notes due March 15, 2062.

The new 4.025% notes due 2062 (Cusips: 20826FAY2, U19476AB3, 20826FAZ9) were priced based on the 1.875% Treasury note due Nov. 15, 2051 plus 175 basis points.

The notes, callable in whole or in part, will have a make-whole call at Treasuries plus 25 bps until Sept. 15, 2061, followed by a par call.

As of the final deadline, holders tendered the following pool 1 notes, listed by acceptance priority level and with the total consideration per $1,000 principal amount:

• $1,162,146,000 of $2.75 billion outstanding 6.5% notes due 2039 (Cusip: 20825CAQ7) issued by ConocoPhillips tendered as of the early deadline and $110,000 tendered after and accepted;

• $172,579,000 of $500 million outstanding 5.95% notes due 2036 (Cusip: 20825VAB8) issued by Burlington Resources LLC were tendered as of the early deadline and $1.1 million after;

• $249.92 million of $600 million outstanding 5.9% notes due 2038 (Cusip: 20825CAP9) issued by ConocoPhillips were tendered as of the early deadline and none after; and

• $170,008,000 of $500 million outstanding 5.95% notes due 2046 (Cusip: 20826FAR7) issued by ConocoPhillips Co. were tendered as of the early deadline and $1.31 million after.

Pool 2

As previously reported for the second pool, the company offered to exchange notes for cash and up to $1 billion of new ConocoPhillips Co. notes due March 15, 2042.

The new 3.758% notes due 2042 (Cusips: 20826FAW6, U19476AA5, 20826FAX4) were priced based on the 2.375% Treasury note due Feb. 15, 2042 plus 140 bps.

The notes, callable in whole or in part, will have a make-whole call at Treasuries plus 20 bps until Sept. 15, 2041, followed by a par call.

As of the final deadline and listed by acceptance priority level and with the total consideration per $1,000 principal amount, the following pool 2 notes were tendered by the early deadline:

• $353,429,000 of $1,549,114,000 outstanding 6.95% notes due 2029 (Cusip: 208251AE8) issued by ConocoPhillips Co. were tendered by the early deadline and $326,000 after;

• $117,721,000 of $500 million outstanding 7.4% notes due 2031 (Cusip: 12201PAN6) issued by Burlington Resources LLC were tendered by the early deadline and none after;

• $99,672,000 of $500 million outstanding 7.25% notes due 2032 (Cusip: 20825UAC8) issued by Burlington Resources Oil & Gas Co. were tendered by the early deadline and none after;

• $127,626,000 of $575 million outstanding 7.2% notes due 2031 (Cusip: 12201PAB2) issued by Burlington Resources LLC were tendered by the early deadline and $800,000 after; and

• $87,507,000 of $200 million outstanding 7% notes due 2029 (Cusip: 718507BK1) issued by ConocoPhillips Co. were tendered by the early deadline and none after.

In each case holders will by able to receive the total consideration less the $30 per $1,000 note early participation amount.

Based on the aggregate principal amount of old notes validly tendered after the early participation deadline and at or prior to expiration, ConocoPhilips expects to issue $2,541,000 aggregate principal amount of new 2062 notes and $1,091,000 aggregate principal amount of new 2042 notes on the March 23 final settlement date.

These new 2062 notes and 2042 notes will be fungible with the $1,767,690,000 aggregate principal amount of new 2062 notes and the $783,545,000 aggregate principal amount of new 2042 notes, respectively, issued at early settlement.

Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, TD Securities (USA) LLC, BofA Securities, Inc., Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc., MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc., Wells Fargo Securities, LLC, Barclays Capital Inc., BBVA Securities Inc., DNB Markets, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Standard Chartered Bank and U.S. Bancorp Investments, Inc. are the dealer managers for the new notes.

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

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

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.