ConocoPhillips has completed its acquisition of Marathon Oil Corp., after the $22.5 billion transaction cleared an extended regulatory anti-trust review.
“This acquisition of Marathon Oil is a perfect fit for ConocoPhillips, adding to our deep, durable and diverse portfolio while meeting our strict financial framework”, ConocoPhillips chair and chief executive Ryan Lance said in a company statement. “Marathon Oil adds high-quality, low-cost-of-supply inventory adjacent to our leading U.S. unconventional position.
“We have a strong history of seamlessly integrating assets and we expect to deliver synergies of over $1 billion on a run rate basis in the next 12 months”.
Marathon Oil survives as a subsidiary. Marathon Oil shareholders received 0.255 ConocoPhillips common shares for each common share they held at Marathon Oil. ConocoPhillips paid cash for fractional shares. The total enterprise value of $22.5 billion includes $5.4 billion of net debt accrued by Marathon Oil, according to the announcement of the merger agreement May 29.
In a regulatory filing announcing the closure of the transaction, ConocoPhillips said it has agreed to unconditionally provide $1 billion in guarantee for the aggregate principal amount of municipal bonds issued by the Parish of St John the Baptist, Louisiana, for Marathon Oil. “Further, effective on or about July 1, 2026, ConocoPhillips Company, a Delaware corporation, will assume all of Marathon’s obligations in connection with the Municipal Bonds”, ConocoPhillips told the Securities and Exchange Commission.
In July the Federal Trade Commission (FTC) issued a so-called “second request” to each of the Houston, Texas-based oil and gas exploration and production companies asking for further transaction details.
The Hart-Scott-Rodino Antitrust Improvements Act requires parties in business combinations that fall within the size-of-transaction reporting threshold to notify the Department of Justice (DOJ) and the FTC of such a transaction. The two enforcement agencies then review the transaction for a period usually 30 days — called a waiting period — before it can be completed, the FTC says on its website.
If during the waiting period either the FTC or the DOJ finds cause for a further audit, the determining agency can ask the transaction parties for additional information and documents. This action called a second request extends the waiting period typically also by 30 days, according to the FTC. Federal reviewers can request a court injunction if they find a possible anti-trust breach.
ConocoPhillips derives most of its production from the Delaware and Midland basins and the Bakken and Eagle Ford shales — located in the Lower 48. The Lower 48, or the contiguous U.S., contributed over one million barrels of oil equivalent a day to ConocoPhillips’ output last year, according to the company. ConocoPhillips has proven reserves of 3.1 billion barrels of oil equivalent in the Lower 48.
Marathon Oil owns assets in Bakken, the Delaware Basin and Eagle Ford.
“This acquisition will add highly complementary acreage to ConocoPhillips’ existing U.S. onshore portfolio, adding over 2 billion barrels of resource with an estimated average point forward cost of supply of less than $30 per barrel WTI [West Texas Intermediate]”, ConocoPhillips said in the announcement of the agreement.
Source: By Jov Onsat from rigzone.com