ConocoPhillips - Tender Offer - Pricing

ConocoPhillips Announces Pricing of Cash Tender Offer

23 MAY 2023

Full announcement including disclaimers and offer restrictions available via Luxse

"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:"

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ConocoPhillips Announces Early Results of Cash Tender Offer

23 MAY 2023

Full announcement including disclaimers and offer restrictions available via Businesswire

"HOUSTON--(BUSINESS WIRE)--ConocoPhillips (NYSE: COP) (“COP”) announced today the early results of the previously announced tender offer (the “Tender Offer”) of ConocoPhillips and its wholly-owned subsidiary, ConocoPhillips Company (“CPCo” and, together with ConocoPhillips, the “Company”), to purchase the outstanding debt securities identified in the table below (collectively, the “Notes” and each a “Series” of Notes).

As of 5:00 p.m., New York City time, on May 22, 2023 (the “Early Tender Deadline”), approximately $2.2 billion aggregate principal amount of Notes were validly tendered and not validly withdrawn. The table below identifies the principal amount of each Series of Notes validly tendered and not validly withdrawn:"

"The Company also announced that the Financing Condition for the Tender Offer as described in the Offer to Purchase (as defined below) has been satisfied.

The amount of each Series of Notes accepted for purchase will be determined pursuant to the terms and conditions of the Tender Offer as set forth in the Offer to Purchase dated May 9, 2023 (the “Offer to Purchase”). Notes not accepted for purchase will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company, as applicable, and otherwise returned in accordance with the Offer to Purchase.

Holders of Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline and accepted for purchase will be eligible to receive the applicable Total Tender Offer Consideration (as defined in the Offer to Purchase), which includes an Early Tender Premium (as defined in the Offer to Purchase) of $30 per $1,000 principal amount of Notes. The applicable Total Tender Offer Consideration will be determined by reference to a fixed spread specified for such Series of Notes over the yield based on the bid-side price of the applicable U.S. Treasury Security, as described in the Offer to Purchase. The Total Tender Offer Consideration will be calculated by the Dealer Managers (identified below) for the Tender Offer at 10:00 a.m., New York City time, today, May 23, 2023. All payments for Notes purchased in connection with the Early Tender Deadline 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. In accordance with the terms of the Tender Offer, the withdrawal deadline was 5:00 p.m., New York City time, on May 22, 2023. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company)."

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ConocoPhillips Announces Upsize of Previously Announced Cash Tender Offer

10 MAY 2023

Full announcement including disclaimers and offer restrictions available via luxse

"HOUSTON – ConocoPhillips (NYSE: COP) (“COP”) announced today that ConocoPhillips and its wholly-owned subsidiary, ConocoPhillips Company (“CPCo”), have increased the aggregate purchase price (excluding accrued interest) that they intend to purchase in the previously announced cash tender offer (the “Tender Offer”) to $1.1 billion (the “Maximum Aggregate Purchase Price”) from $750.0 million. This increase in the Maximum Aggregate Purchase Price matches the expected aggregate gross proceeds from the concurrent public offering of CPCo senior debt securities priced earlier today that will be used to finance purchases made in the Tender Offer. The Tender Offer is for the purchase of the outstanding notes listed in the table below (collectively, the “Notes” and each a “Series” of Notes) in the order of priority shown in the table below. Other than the upsize of the Maximum Aggregate Purchase Price, no other terms of the Tender Offer have changed."

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ConocoPhillips Announces Cash Tender Offer for up to $750.0 Million of Debt Securities

09 MAY 2023

Full announcement including disclaimers and offer restrictions available via luxse

HOUSTON – ConocoPhillips (NYSE: COP) (“COP”) announced today that ConocoPhillips and its wholly-owned subsidiary, ConocoPhillips Company (“CPCo”), have commenced a cash tender offer (the “Tender Offer”) to purchase outstanding notes listed in the table below (collectively, the “Notes” and each a “Series” of Notes) having an aggregate purchase price (excluding accrued interest) of up to $750.0 million (the “Maximum Aggregate Purchase Price”), in the order of priority shown in the table below.