ConocoPhillips and Concho Resources Combination Built Upon Shared Vision to Deliver Superior Returns Through Price Cycles All-Stock Transaction Valued at … Today’s transaction brings together two companies with the leadership, assets and a capital allocation approach to generate growing free cash flow, supported by a top-tier investment-grade balance sheet that provides investors with sustainability, resilience and flexibility. The transaction is expected to close in the first quarter of 2021. While Houston-based Conoco has lost nearly half its market value this year, it’s held up relatively well compared to peers as oil prices collapsed during the coronavirus pandemic. The transaction is subject to the approval of both ConocoPhillips and Concho stockholders, regulatory clearance and other customary closing conditions. Concho Resources (NYSE: CXO) is one of the largest unconventional shale producers in the Permian Basin, with operations focused on safely and efficiently developing oil and natural gas resources. ConocoPhillips (NYSE: COP) and Concho Resources (NYSE: CXO) today announced that they have … Advisor at ConocoPhillips Oklahoma State University Media Relations John Roper 281-293-1451 media@conocophillips.com, Investor Relations 281-293-5000 investor.relations@conocophillips.com. This transaction will enhance the company’s competitive position in Midland. The potential combination would be the latest sign that long-expected consolidation in the shale patch has finally arrived. ConocoPhillips to Hold Third-Quarter Earnings Conference Call on Thursday, Oct. 29. ConocoPhillips and Concho Resources ConocoPhillips is a massive $40 billion company that took advantage of the COVID-19 related downturn to acquire Concho … ConocoPhillips and Concho Resources Combination Built Upon Shared Vision to Deliver Superior Returns Through Price Cycles. Non-GAAP Financial Information and Other Terms – This news release contains certain financial measures that are not prepared in accordance with GAAP, including cash from operations (CFO), free cash flow and net debt. Thus, if ConocoPhillips and Concho really were floating a trial balloon on a merger last week, it appears to have come back positive. Words and phrases such as "anticipate," "estimate," "believe," "budget," "continue," "could," "intend," "may," "plan," "potential," "predict," "seek," "should," "will," "would," "expect," "objective," "projection," "forecast," "goal," "guidance," "outlook," "effort," "target" and other similar words can be used to identify forward-looking statements. A timeline of the controversial … Such services during such period include having acted as joint lead bookrunner on Concho's offering of debt securities, which closed in August 2020, and as financial advisor to ConocoPhillips in a divestiture which closed in October 2018. Goldman Sachs & Co. LLC is serving as exclusive financial advisor to ConocoPhillips, and Wachtell, Lipton, Rosen & Katz is serving as ConocoPhillips’ legal advisor. ConocoPhillips Acquires Concho Rigzone 19:28 18-Jan-21. Together, ConocoPhillips and Concho will have unmatched scale and quality across the important value drivers in our business: an enviable low cost of supply asset base, a strong balance sheet, a disciplined capital allocation approach, ESG excellence and great people. It would likely surpass Chevron Corp.’s all-stock acquisition of Noble Energy Inc., which was valued at about $11.8 billion including debt when it closed in October. No Offer or Solicitation – This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. “We’re looking at asset deals, we’re looking at corporate deals, we look across the board,” he said at the time. Additional information regarding this transaction and accompanying presentation can be found on the ConocoPhillips Investor Relations website and in filings with the Securities and Exchange Commission (the “SEC”). This communication relates to a proposed business combination transaction between ConocoPhillips and Concho Resources. Headquartered in Houston, Texas, ConocoPhillips had operations and activities in 16 countries, $63 billion of total assets, and approximately 9,700 employees at June 30, 2020. However, the absence of these words does not mean that the statements are not forward-looking. By 2022, ConocoPhillips (COP) is likely to save cost and capital of $500 million through disciplined capital allocation. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to ConocoPhillips’ and Concho’s respective periodic reports and other filings with the SEC, including the risk factors contained in ConocoPhillips’ and Concho’s most recent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. — With assistance by Simon Casey, and Allison McNeely, Energy producers could announce deal in next few weeks, Explorers are seeking to bulk up in productive Permian Basin. All-Stock Transaction Valued at $9.7 Billion Honors Proven Financial Framework and is Expected to be Accretive on Consensus Key Financial Metrics . Goldman Sachs is acting as exclusive financial advisor to ConocoPhillips, while Credit Suisse Securities and JP Morgan are advising Concho on the deal. Submitted EOI for severance package.... waiting for Concho acquisition to be approved and acceptance of EOI. Thus, if ConocoPhillips and Concho really were floating a trial balloon on a merger last week, it appears to have come back positive. The combined company enterprise value included in this release is calculated based on the sum of net debt as of June 30, 2020 and existing outstanding shares of ConocoPhillips and anticipated shares to be issued assuming the fixed conversion ratio, measured at ConocoPhillips’ closing share price on October 16, 2020. … Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. Transaction value represents the anticipated shares to be issued at the fixed exchange ratio of 1.46 measured at ConocoPhillips’ closing share price on October 16, 2020. Lance continued, “Opportunities to consolidate quality on the scale of these two companies do not come along often, so we are seizing this moment to create a company to lead the necessary transformation of our vital sector for the benefit for all stakeholders in the future.”. Net debt is defined as total debt less cash, cash equivalents and short-term investments. Concho and Conoco together produced about 1.3 million barrels of oil equivalent a day in the second quarter, according to data compiled by Bloomberg Intelligence, just shy of the output of crude giant Occidental. Sullivan & Cromwell LLP is acting as legal advisor to Concho. Except as required by law, neither ConocoPhillips nor Concho Resources undertakes or assumes any obligation to update any forward-looking statements, whether as a result of new information or to reflect subsequent events or circumstances or otherwise. Advisor at ConocoPhillips Oklahoma State University Additional Information about the Merger and Where to Find It – In connection with the proposed transaction, ConocoPhillips intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of ConocoPhillips and Concho Resources and that also constitutes a prospectus of ConocoPhillips. ConocoPhillips Provides Preliminary Third-Quarter 2020 Operational and Financial Update and Announces Intent to… September 30, 2020. Leverage ratio is calculated by taking net debt divided by cash from operations. Information about the directors and executive officers of Concho Resources, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Concho’s proxy statement for its 2020 Annual Meeting of Stockholders, which was filed with the SEC on March 16, 2020, and Concho’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on February 19, 2020. The companies may announce a deal in the next few weeks, said the people, who asked to not be identified because the matter isn’t public. The combined company will have competitive advantages across sector fundamentals: Upon closing, Concho’s Chairman and Chief Executive Officer Tim Leach will join ConocoPhillips’ board of directors and executive leadership team as executive vice president and president, Lower 48. You may obtain free copies of these documents from ConocoPhillips or Concho Resources using the sources indicated above. ConocoPhillips to Buy Shale Rival Concho for $9.7 Billion All-stock deal is the latest in a series of combinations in the U.S. oil patch, which has been hit hard by the coronavirus pandemic For more information about Concho, visit www.concho.com. All Advisor; The Best Credit Cards Of 2021. Cautionary Note to U.S. Investors – The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves. It would follow Occidental Petroleum Corp.’s $38 billion purchase of Anadarko Petroleum Corp. last year and could come just weeks after a $2.6 billion merger of Devon Energy Corp. and WPX Energy Inc. A transaction would also continue a trend of explorers seeking to bulk up specifically in the oil-rich Permian Basin of West Texas and New Mexico, the most productive field in the U.S. Conoco has been dropping hints about a potential M&A deal for months. Two best-in-class asset portfolios that create a combined resource base of approximately 23 billion barrels of oil equivalent with a less than $40 per barrel WTI cost of supply and an average cost of supply below $30 per barrel WTI. GameStop’s Volatile Rally Smashes Wall Street Price Targets, Merck Shuts Down Covid Vaccine Program After Lackluster Data, GameStop Short-Sellers Reload Bets After $6 Billion Loss, It Seems Money Does Buy Happiness After All, Tech Leads Stock Gains Ahead of Megacap Earnings: Markets Wrap. ConocoPhillips Completes Concho Acquisition; Tim Leach Joins Leadership Hart Energy 10:09 19-Jan-21. ConocoPhillips has also created a section of its web site to keep its stakeholders apprised of the process. Each of ConocoPhillips and Concho Resources may also file other relevant documents with the SEC regarding the proposed transaction. ConocoPhillips, Concho and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the Merger. October 19, 2020. We appreciate the strong support for this transaction from the shareholders of both companies, which we view as further affirmation of the significant benefits it will deliver, said Ryan Lance, ConocoPhillips […] High-quality balance sheet that offers superior sustainability, resilience and flexibility across price cycles. ConocoPhillips Announces Increase in Quarterly Dividend. Financial advisor to ConocoPhillips: Goldman Sachs Goldman Sachs & Co. LLC is serving as exclusive financial advisor to ConocoPhillips, and Wachtell, Lipton, Rosen & Katz is serving as ConocoPhillips’ legal advisor. Information about the directors and executive officers of ConocoPhillips, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in ConocoPhillips’ proxy statement for its 2020 Annual Meeting of Stockholders, which was filed with the SEC on March 30, 2020, and ConocoPhillips’ Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on February 18, 2020, as well as in Forms 8-K filed by ConocoPhillips with the SEC on May 20, 2020 and September 8, 2020, respectively. Where, in any forward-looking statement, the company expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. All-Stock Transaction Valued at $9.7 Billion Honors Proven Financial Framework and is Expected to be Accretive on Consensus Key Financial Metrics. Together, ConocoPhillips and Concho will have unmatched scale and quality across the important value drivers in our business: an enviable low cost of supply asset base, a strong balance sheet, a disciplined capital allocation approach, ESG excellence and great people. ConocoPhillips (NYSE: COP) and Concho Resources (NYSE: CXO) today announced that they have … Copies of the documents filed with the SEC by ConocoPhillips will be available free of charge on ConocoPhillips’ website at https://www.conocophillips.com or by contacting ConocoPhillips’ Investor Relations Department by email at investor.relations@conocophillips.com or by phone at 281-293-5000. Forward-looking statements relate to future events and anticipated results of operations, business strategies, the anticipated benefits of the proposed transaction, the anticipated impact of the proposed transaction on the combined company’s business and future financial and operating results, the expected amount and timing of synergies from the proposed transaction, and the anticipated closing date for the proposed transaction and other aspects of our operations or operating results. The following important factors and uncertainties, among others, could cause actual results or events to differ materially from those described in these forward-looking statements: the impact of public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets; global and regional changes in the demand, supply, prices, differentials or other market conditions affecting oil and gas and the resulting actions in response to such changes, including changes resulting from the imposition or lifting of crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries and other producing countries; changes in commodity prices; changes in expected levels of oil and gas reserves or production; operating hazards, drilling risks, unsuccessful exploratory activities; unexpected cost increases or technical difficulties in constructing, maintaining, or modifying company facilities; legislative and regulatory initiatives addressing global climate change or other environmental concerns; investment in and development of competing or alternative energy sources; disruptions or interruptions impacting the transportation for oil and gas production; international monetary conditions and exchange rate fluctuations; changes in international trade relationships, including the imposition of trade restrictions or tariffs on any materials or products (such as aluminum and steel) used in the operation of ConocoPhillips’ business; ConocoPhillips’ ability to collect payments when due under ConocoPhillips’ settlement agreement with PDVSA; ConocoPhillips’ ability to collect payments from the government of Venezuela as ordered by the ICSID; ConocoPhillips’ ability to liquidate the common stock issued to ConocoPhillips by Cenovus Energy Inc. at prices ConocoPhillips deems acceptable, or at all; ConocoPhillips’ ability to complete ConocoPhillips’ other announced dispositions or acquisitions on the timeline currently anticipated, if at all; the possibility that regulatory approvals for ConocoPhillips’ other announced dispositions or acquisitions will not be received on a timely basis, if at all, or that such approvals may require modification to the terms of such announced dispositions, acquisitions or ConocoPhillips’ remaining business; business disruptions during or following ConocoPhillips’ other announced dispositions or acquisitions, including the diversion of management time and attention; the ability to deploy net proceeds from such dispositions in the manner and timeframe ConocoPhillips currently anticipates, if at all; potential liability for remedial actions under existing or future environmental regulations and adverse results in litigation matters, including the potential for litigation related to the proposed transaction; limited access to capital or significantly higher cost of capital related to illiquidity or uncertainty in the domestic or international financial markets; general domestic and international economic and political conditions; changes in fiscal regime or tax, environmental and other laws applicable to the combined company’s business; disruptions resulting from extraordinary weather events, civil unrest, war, terrorism or a cyber attack; ConocoPhillips’ ability to successfully integrate Concho’s businesses and technologies; the risk that the expected benefits and synergies of the proposed transaction may not be fully achieved in a timely manner, or at all; the risk that ConocoPhillips or Concho Resources will be unable to retain and hire key personnel; the risk associated with ConocoPhillips’ and Concho’s ability to obtain the approvals of their respective stockholders required to consummate the proposed transaction and the timing of the closing of the proposed transaction, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all or the failure of the transaction to close for any other reason or to close on the anticipated terms, including the anticipated tax treatment; the risk that any regulatory approval, consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; unanticipated difficulties or expenditures relating to the transaction, the response of business partners and retention as a result of the announcement and pendency of the transaction; uncertainty as to the long-term value of ConocoPhillips’ common stock; and the diversion of management time on transaction-related matters. 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