ConocoPhillips Announces Pricing of Cash Tender Offer

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HOUSTON – ConocoPhillips (NYSE: COP) (“COP”) announced today the pricing terms of the previously announced tender offer (the “Tender Offer”) by ConocoPhillips and its wholly-owned subsidiary, ConocoPhillips Company (“CPCo” and, together with ConocoPhillips, the “Company”), to purchase the outstanding debt securities (collectively, the “Notes” and each a “Series” of Notes) identified in the Company’s Offer to Purchase dated May 9, 2023 (the “Offer to Purchase”) for an aggregate purchase price (excluding accrued interest) as calculated pursuant to the Offer to Purchase of up to $1.1 billion (the “Maximum Aggregate Purchase Price”). The terms and conditions of the Tender Offer are described in the Offer to Purchase.

The total consideration to be paid in the Tender Offer for each Series of Notes accepted for purchase was determined by reference to a fixed spread specified for such Series of Notes over the yield (the “Reference Yield”) based on the bid-side price of the applicable U.S. Treasury Security, in each case as set forth in the table below (the “Total Tender Offer Consideration”). The Reference Yields (as determined pursuant to the Offer to Purchase) listed in the table below were determined at 10:00 a.m., New York City time, today, May 23, 2023, by the Dealer Managers (identified below). The Total Tender Offer Consideration for each Series of Notes includes an Early Tender Premium (as defined below) of $30 per $1,000 principal amount of Notes accepted for purchase by the Company.

The following table sets forth the aggregate principal amounts of each Series of Notes that the Company has accepted for purchase and pricing information for the Tender Offer:

Table for 05/23/2023 News Release

All payments for Notes tendered on or before 5:00 p.m., New York City time, on May 22, 2023 (the “Early Tender Deadline”) that are purchased by the Company will also include accrued and unpaid interest on the principal amount of Notes tendered and accepted for purchase from the last interest payment date applicable to the relevant Series of Notes up to, but not including, the early settlement date, which is currently expected to be May 25, 2023.

Although the Tender Offer is scheduled to expire one minute after 11:59 p.m., New York City time, on June 6, 2023, because holders of Notes subject to the Tender Offer validly tendered and did not validly withdraw Notes on or before the Early Tender Deadline in an amount having an aggregate purchase price greater than the Maximum Aggregate Purchase Price, the Company does not expect to accept for purchase any tenders of Notes after the Early Tender Deadline.

TD Securities (USA) LLC, BofA Securities, Inc. and HSBC Securities (USA) Inc. are the Lead Dealer Managers for the Tender Offer, and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC are the Co-Managers for the Tender Offer. Global Bondholder Services Corporation is the Tender Agent and Information Agent. Persons with questions regarding the Tender Offer should contact TD Securities (USA) LLC (toll-free) at (866) 584-2096, BofA Securities, Inc. (toll-free) at (888) 292-0070 and HSBC Securities (USA) Inc. (toll-free) at +1 (888) HSBC-4LM. Requests for copies of the Offer to Purchase and related materials should be directed to Global Bondholder Services Corporation at (+1) (212) 430-3774, (toll-free) at (+1) (855) 654-2015 or Questions regarding the tendering of Notes may be directed to Global Bondholder Services Corporation (toll-free) at (+1) (855) 654-2015.

This news release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offer is made only by the Offer to Purchase, as amended by the May 9, 2023 press release increasing the aggregate maximum purchase price (excluding accrued interest) for the Tender Offer, and the information in this news release is qualified by reference to the Offer to Purchase. There is no separate letter of transmittal in connection with the Offer to Purchase. None of ConocoPhillips or its affiliates, their respective boards of directors, the Lead Dealer Managers, the Co-Managers, the Tender Agent and Information Agent or the trustees with respect to any Notes is making any recommendation as to whether holders should tender any Notes in response to the Tender Offer, and neither ConocoPhillips nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.

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About ConocoPhillips

ConocoPhillips is one of the world’s leading exploration and production companies based on both production and reserves, with a globally diversified asset portfolio. Headquartered in Houston, Texas, ConocoPhillips had operations and activities in 13 countries, $91 billion of total assets and approximately 9,600 employees at March 31, 2023. Production averaged 1,792 MBOED for the three months ended March 31, 2023, and proved reserves were 6.6 BBOE as of Dec. 31, 2022. For more information, go to


Dennis Nuss (media)

Investor Relations


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