HOUSTON, Sept. 30, 2020 /PRNewswire/ -- Marathon Oil
Corporation (NYSE:MRO) announced today the early tender
results for its previously announced cash tender offer (the
"Offer") for up to an aggregate principal amount of $500,000,000 (the "Aggregate Maximum Tender
Amount") of its outstanding $1,000,000,000 aggregate principal amount of
2.800% Senior Notes due 2022 (the "Notes"). The terms and
conditions of the Offer are set forth in the Offer to Purchase,
dated September 16, 2020 (as the same
may be amended or supplemented, the "Offer to Purchase"). The
Offer will expire at 11:59 p.m.,
New York City time, on
October 14, 2020, unless extended or
earlier terminated by the Company.
As of 5:00 p.m., New York City time, on September 29, 2020 (such time and date, the
"Early Tender Time"), according to information provided by D.F.
King & Co., Inc., the tender and information agent for the
Offer, the aggregate principal amount of the Notes set forth in the
table below under "Principal Amount Tendered at Early Tender Time"
had been validly tendered and not validly withdrawn in the
Offer. Withdrawal rights for the Notes expired at
5:00 p.m., New York City Time, on
September 29, 2020.
Title of
Security
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
Aggregate
Maximum
Tender
Amount
|
U.S.
Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
Early
Tender
Premium
(per $1,000)
|
Principal
Amount
Tendered as
of Early
Tender Time
|
2.800% Senior
Notes due
2022
|
565849AK2
|
$1,000,000,000
|
$500,000,000
|
0.125% UST
due August
31, 2022
|
FIT1
|
20 bps
|
$50
|
$757,215,000
|
The Aggregate Maximum Tender Amount has been fully subscribed as
of the Early Tender Time. In accordance with the Aggregate
Maximum Tender Amount set forth above, all of the Notes validly
tendered and not validly withdrawn prior to or at the Early Tender
Time will be subject to proration as further described in the Offer
to Purchase. The Company expects to accept for purchase an
aggregate principal amount of $500,000,000 of Notes in the Offer using a
proration rate of 66.08%. The Company does not anticipate
accepting for purchase any Notes validly tendered after the Early
Tender Time.
The Total Consideration (as defined in the Offer to Purchase)
for each $1,000 principal amount of
the Notes validly tendered and accepted for purchase will be
determined in the manner described in the Offer to Purchase by
reference to a fixed spread for the Notes specified in the table
above plus the yield based on the bid-side price of the U.S.
Treasury Reference Security specified in the table above at
10:00 a.m., New York City time, on September 30, 2020, unless extended or the Offer
is earlier terminated. The Company expects to announce the Total
Consideration later today.
Only holders of Notes who validly tendered and did not validly
withdraw their Notes at or prior to the Early Tender Time are
eligible to receive the Total Consideration for the Notes accepted
for purchase. In addition, holders whose Notes are purchased
in the Offer will receive accrued and unpaid interest from the last
interest payment date to, but not including, the settlement
date.
It is anticipated that the settlement date for the Notes validly
tendered and accepted for purchase will be October 1, 2020.
The Company's obligation to accept for purchase and to pay for
the Notes validly tendered and not validly withdrawn pursuant to
the Offer is subject to the satisfaction or waiver, in the
Company's discretion, of certain conditions, which are more fully
described in the Offer to Purchase. The complete terms and
conditions of the Offer are set forth in the Offer to Purchase.
Holders of the Notes are urged to read the Offer to Purchase
carefully.
Marathon Oil has retained D.F. King & Co., Inc. as the
tender agent and information agent for the Offer, and J.P. Morgan
Securities LLC and TD Securities (USA) LLC are serving as lead dealer managers
for the Offer.
Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC
are serving as co-dealer managers for the Offer.
Holders who would like additional copies of the Offer to
Purchase may call or email the information agent, D.F. King &
Co., Inc., at (212) 269-5550 (banks and brokers), (866) 416-0576
(all others), or mro@dfking.com. Copies of the Offer to Purchase
are also available at the following website: www.dfking.com/mro.
Questions regarding the terms of the Offer should be directed to
J.P. Morgan at (866) 834-4666 (toll-free) or (212) 834-3424
(collect) or TD Securities at (855) 495-9846 (toll-free) or (212)
827-7381 (collect).
This press release is for informational purposes only and shall
not constitute an offer to buy or a solicitation of an offer to
sell any securities. The Offer is being made solely pursuant to the
Offer to Purchase. The Offer is not being made to holders of the
Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other
laws of such jurisdiction. In any jurisdiction in which the
securities laws or blue sky laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed to be made on
behalf of Marathon Oil by the dealer managers or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction. Neither the Company, the dealer managers, the
tender agent and information agent, nor their respective affiliates
is making any recommendation as to whether or not holders should
tender all or any portion of their Notes in the Offer.
Forward-Looking Statements
This release contains forward-looking statements. All
statements, other than statements of historical fact, including,
without limitation, statements regarding the Offer and the
Company's future performance and business strategy, are
forward-looking statements. Words such as "anticipate," "believe,"
"could," "estimate," "expect," "forecast," "future," "guidance,"
"intend," "may," "outlook," "plan," "positioned," "project,"
"seek," "should," "target," "will," "would," or similar words may
be used to identify forward-looking statements; however, the
absence of these words does not mean that the statements are not
forward-looking. While the Company believes its assumptions
concerning future events are reasonable, a number of factors could
cause actual results to differ materially from those projected,
including, but not limited to: conditions in the oil and gas
industry, including supply/demand levels for crude oil and
condensate, NGLs and natural gas and the resulting impact on price;
changes in expected reserve or production levels; changes in
political or economic conditions in the U.S. and Equatorial
Guinea, including changes in foreign currency exchange rates,
interest rates, and inflation rates; actions taken by the
members of the Organization of the Petroleum Exporting Countries
and Russia affecting the production and
pricing of crude oil; other global and domestic political, economic
or diplomatic developments; capital available for exploration and
development; risks related to the Company's hedging activities;
voluntary or involuntary curtailments, delays or cancellations of
certain drilling activities; well production timing; liability
resulting from litigation; drilling and operating risks; lack of,
or disruption in, access to storage capacity, pipelines or other
transportation methods; availability of drilling rigs, materials
and labor, including the costs associated therewith; difficulty in
obtaining necessary approvals and permits; non-performance by third
parties of contractual obligations; unforeseen hazards such as
weather conditions, a health pandemic (including COVID-19), acts of
war or terrorist acts and the government or military response
thereto; cyber-attacks; changes in safety, health, environmental,
tax and other regulations, requirements or initiatives, including
initiatives addressing the impact of global climate change, air
emissions, or water management; other geological, operating and
economic considerations; and the risk factors, forward-looking
statements and challenges and uncertainties described in the
Company's 2019 Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q for the quarters ended March 31,
2020 and June 30, 2020 and
other public filings and press releases, available
at https://ir.marathonoil.com/. Except as required by
law, the Company undertakes no obligation to revise or
update any forward-looking statements as a result of
new information, future events or otherwise.
Media Relations Contact:
Stephanie Gentry: 713-296-3307
Investor Relations Contacts:
Guy Baber: 713-296-1892
John Reid: 713-296-4380
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SOURCE Marathon Oil Corporation