HOUSTON, Sept. 16, 2020 /PRNewswire/ -- Marathon Oil
Corporation (NYSE:MRO) announced today that it has commenced
a cash tender 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"), on the terms and
subject to the conditions set forth in the Offer to Purchase, dated
the date hereof (as the same may be amended or supplemented, the
"Offer to Purchase"). The tender offer is referred to herein as the
"Offer."
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)
|
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
|
Subject to the Aggregate Maximum Tender Amount, proration (if
applicable) and the satisfaction or waiver of the conditions to the
Offer, the Company will accept for purchase on the Early Settlement
Date or the Final Settlement Date (each as defined in the Offer to
Purchase), as applicable, Notes validly tendered and not validly
withdrawn in the Offer.
Notes validly tendered and not validly withdrawn at or prior to
the Early Tender Time (as defined below) will be accepted for
purchase in priority to other Notes validly tendered after the
Early Tender Time. Accordingly, if the Aggregate Maximum Tender
Amount is reached in respect of tenders of Notes made at or prior
to the Early Tender Time, no Notes that are tendered after the
Early Tender Time will be accepted for purchase unless the
Aggregate Maximum Tender Amount is increased by the Company, in its
sole discretion. If the aggregate principal amount of Notes validly
tendered exceeds the Aggregate Maximum Tender Amount on the
applicable settlement date, the amount of Notes purchased in the
Offer will be prorated as set forth in the Offer to Purchase.
The Offer will expire at 11:59
p.m., New York City time,
on October 14, 2020, or any other
date and time to which the Company extends the Offer (such time and
date, as the same may be extended, the "Expiration Time"), unless
the Offer is earlier terminated. Holders of the Notes must validly
tender and not validly withdraw the Notes prior to or at
5:00 p.m., New York City time, on September 29, 2020 (such time and date, as the
same may be extended, the "Early Tender Time"), to be eligible to
receive the Total Consideration (as defined in the Offer to
Purchase), which is inclusive of an amount in cash equal to the
amount set forth in the table above under the heading "Early Tender
Premium" (the "Early Tender Premium"), plus Accrued Interest (as
defined below). Holders of Notes who validly tender their Notes
after the Early Tender Time but prior to or at the Expiration Time
will be eligible to receive an amount equal to the Total
Consideration minus the Early Tender Premium (the "Late Tender
Offer Consideration"), plus Accrued Interest.
Tendered Notes may be validly withdrawn at any time prior to or
at, but not after, 5:00 p.m.,
New York City time, on
September 29, 2020, (such time and
date, as the same may be extended, the "Withdrawal Deadline").
The Total Consideration for each $1,000 principal amount of the Notes validly
tendered and accepted for purchase pursuant to the Offer will be
determined in the manner described in the Offer to Purchase by
reference to a fixed spread specified for the Notes and 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. Holders must validly tender (and not validly
withdraw) at or before the Expiration Time to be eligible to
receive the Total Consideration or the Late Tender Offer
Consideration, as applicable. 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
applicable settlement date ("Accrued Interest").
Payment for Notes that are validly tendered prior to or at the
Early Tender Time and that are accepted for purchase will be made
on the Early Settlement Date, which will be a date promptly
following the Early Tender Time. It is currently anticipated that
the Early Settlement Date will be October 1,
2020, subject to all conditions to the Offer having been
satisfied or waived by the Company. Payment for Notes that are
validly tendered after the Early Tender Time and prior to or at the
Expiration Time and that are accepted for purchase will be made on
the Final Settlement Date, which will be a date promptly following
the Expiration Time. It is currently anticipated that the Final
Settlement Date, if applicable, will be October 16, 2020, subject to all conditions to
the Offer having been satisfied or waived by the Company.
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 as lead dealer managers for the
Offer.
Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC
will serve 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