By Mary-Katherine Stinson and Cristal Cody
Lexington, Ky., Aug. 9 – ConocoPhillips Co. priced three tranches of notes (A2/A-/A) that will be guaranteed by ConocoPhillips, according to a market source and an FWP filed with the Securities and Exchange Commission.
A tranche for $1 billion of 5.05% notes due Sept. 15, 2033 priced at 99.807 to yield 5.074%, or at 105 basis points above Treasuries after talk in the Treasuries plus 130 bps area.
Additionally, $1 billion of 5.55% notes due March 15, 2054 priced at 99.745 to yield 5.567%, or at 135 bps over Treasuries after talk in the Treasuries plus 160 bps area.
Finally, the $700 million of 5.7% notes due Sept. 15, 2063 priced at 99.727 to yield 5.717%, or at 150 bps above Treasuries after talk in the Treasuries plus 175 bps area.
Before the par call dates, ConocoPhillips may elect for an early redemption of any of the notes at a make-whole premium of 20 bps for the 2033 notes and 25 bps points for the 2054 and 2063 notes.
The par call dates are June 15, 2033 in the case of the 2033 notes, Sept. 15, 2053 in the case of the 2054 notes and March 15, 2063 in the case of the 2063 notes.
The proceeds are being used to fund the acquisition of 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. led the sale with Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC also listed as joint bookrunners.
ConocoPhillips is a Houston-based energy company.
| Issuer: | ConocoPhillips Co.
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| Guarantor: | ConocoPhillips
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| Amount: | $2.7 billion
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| Issue: | Guaranteed notes
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| Bookrunners: | TD Securities (USA) LLC, BofA Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC
|
| Senior co-managers: | DNB Markets, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and U.S. Bancorp Investments, Inc.
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| Co-manager: | Academy Securities, Inc.
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| Trustee: | Bank of New York Mellon Trust Co., NA
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| Counsel to issuer: | King & Spalding LLP
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| Counsel to bookrunners: | Cravath, Swaine & Moore LLP
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| Pricing date: | Aug. 8
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| Settlement date: | Aug. 17
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| Ratings: | Moody’s: A2
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| S&P: A-
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| Fitch: A
|
|
|
| 2033 notes
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| Amount: | $1 billion
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| Maturity: | Sept. 15, 2033
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| Coupon: | 5.05%
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| Price: | 99.807
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| Yield: | 5.074%
|
| Spread: | Treasuries plus 105 bps
|
| Call features: | Make-whole call at Treasuries plus 20 bps before June 15, 2033; after at par
|
| Price talk: | Treasuries plus 130 bps area
|
| Cusip: | 20826FBF2
|
|
|
| 2054 notes
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| Amount: | $1 billion
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| Maturity: | March 15, 2054
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| Coupon: | 5.55%
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| Price: | 99.745
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| Yield: | 5.567%
|
| Spread: | Treasuries plus 135 bps
|
| Call features: | Make-whole call at Treasuries plus 25 bps before Sept. 15, 2053; after at par
|
| Price talk: | Treasuries plus 160 bps area
|
| Cusip: | 20826FBG0
|
|
|
| 2063 notes
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| Amount: | $700 million
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| Maturity: | Sept. 15, 2063
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| Coupon: | 5.7%
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| Price: | 99.727
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| Yield: | 5.717%
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| Spread: | Treasuries plus 150 bps
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| Call features: | Make-whole call at Treasuries plus 25 bps before March 15, 2063; after at par
|
| Price talk: | Treasuries plus 175 bps area
|
| Cusip: | 20826FBH8
|
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