ConocoPhillips gives early results for debt exchange offers

By Rebecca Melvin

Concord, N.H., March 8 – ConocoPhillips announced the early results of its Feb. 22 exchange offers in two pools, including for up to $2 billion of notes from four series and up to $1 billion of notes from five series, according to a company press release on Tuesday.

For both exchange offers, a minimum of $500 million of new notes needs to be issued in exchange for each series.

Pool 1

In the first pool, the company is offering to exchange notes for cash and up to $2 billion of new ConocoPhillips Co. notes due March 15, 2062.

Listed by acceptance priority level, the following notes were tendered in the first pool:

• $1,162,146,000 of $2.75 billion outstanding 6.5% notes due 2039, issued by ConocoPhillips (Cusip: 20825CAQ7);

• $172,579,000 of $500 million outstanding 5.95% notes due 2036 issued by Burlington Resources LLC (Cusip: 20825VAB8);

• $249.92 million of $600 million outstanding 5.9% notes due 2038 issued by ConocoPhillips (Cusip: 20825CAP9); and

• $170,008,000 of $500 million outstanding 5.95% notes due 2046 issued by ConocoPhillips Co. (Cusip: 20826FAR7).

The new 2062 notes will be priced based on the 1.875% Treasury note due Nov. 15, 2051 plus 175 bps.

Pool 2

In the second pool, the notes are exchangeable for up to $1 billion of new ConocoPhillips Co. notes due March 15, 2042.

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

• $353,429,000 of $1,549,114,000 outstanding 6.95% notes due 2029 issued by ConocoPhillips Co. (Cusip: 208251AE8);

• $117,721,000 of $500 million outstanding 7.4% notes due 2031 issued by Burlington Resources LLC (Cusip: 12201PAN6);

• $99,672,000 of $500 million outstanding 7.25% notes due 2032 issued by Burlington Resources Oil & Gas Co. (Cusip: 20825UAC8);

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

• $87,507,000 of $200 million outstanding 7% notes due 2029 issued by ConocoPhillips Co. (Cusip: 718507BK1).

The new 2042 notes will be priced based on the 2.375% Treasury note due Feb. 15, 2042 plus 140 bps.

Consideration

Pricing was expected to occur at 10 a.m. ET on March 8. Early settlement is expected to occur on March 11.

As previously reported, 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 takes into account either the maturity date or the par call date of the existing notes, if applicable.

Total considerations will include an early participation payment of $30 principal amount of new notes per $1,000 of existing 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.

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 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. (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.

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