ConocoPhillips offers guaranteed notes to fund Surmont acquisition

Chicago, Aug. 8 – ConocoPhillips Co. is offering three tranches of fixed-rate notes that will be guaranteed by ConocoPhillips, according to a 424B5 filing with the Securities and Exchange Commission.

ConocoPhillips may elect for an early redemption of any of the notes with a make-whole premium until the notes become callable at par at set times before their respective maturity dates.

The proceeds are being used to fund a remaining interest in Surmont from TotalEnergies EP Canada Ltd. for about $3 billion. The transaction is expected to close in the second half of 2023.

The outside date for the acquisition is Nov. 15. If the acquisition has not closed by the outside date, there will be a special mandatory redemption at 101 plus accrued interest.

TD Securities (USA) LLC, BofA Securities, Inc., Mizuho Securities USA LLC and MUFG Securities Americas Inc. are working as joint bookrunners.

Bank of New York Mellon Trust Co., NA will be the trustee.

King & Spalding LLP is working as counsel for the issuer. Cravath, Swaine & Moore LLP is advising the bookrunners.

ConocoPhillips is a Houston-based energy company.

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