Each one in plain English, with the numbers worked through for a shareholder.
15 Jan 2021business combination● NeutralMajor
The ConocoPhillips merger closed on January 15, 2021 after Concho shareholders approved it (155,889,546 votes for, 97.85% of votes cast at the meeting). Each Concho share was converted into 1.46 ConocoPhillips shares, Concho became a wholly owned ConocoPhillips subsidiary, and all Concho directors left the board. Its credit facility was terminated and paid off in full, its NYSE listing is being withdrawn (trading stops before the January 19 open), and it intends to file to suspend its SEC reporting. This resolves the October 2020 merger thread.
CONCHO RESOURCES INC EVP & Chief Operating Officer C William Giraud acquired 31,763 shares and disposed of 5,919 in a set of related equity transactions.
Concho disclosed executive pay actions tied to the pending ConocoPhillips merger: 2021 performance-unit and restricted-stock grants to officers (e.g. 103,014 performance units and 51,507 restricted shares to CEO Tim Leach), changed vesting for two executives' 2019 succession awards if the merger closes, and 2018 performance units paid in cash at 200% of target. These awards convert into ConocoPhillips awards at closing. It does not change the merger terms.
Concho and ConocoPhillips sent shareholders the definitive joint proxy statement for the merger, with both companies' special meetings set for January 15, 2021. Concho holders would get 1.46 ConocoPhillips shares per share, worth about $49.30 at the October 16, 2020 close and about $58.36 at the December 2, 2020 close, and the Concho board unanimously recommends voting for. This continues the October 2020 merger agreement.
On October 18, 2020 Concho agreed to be acquired by ConocoPhillips through a merger: each Concho share would convert into 1.46 ConocoPhillips shares. Closing needs approval from both companies' shareholders, US antitrust waiting-period expiry and an effective registration statement; either side can terminate if it has not closed by April 30, 2021. Concho would owe ConocoPhillips a $300 million fee in specified circumstances (e.g. a change of board recommendation), and ConocoPhillips would owe Concho $450 million in others. Concho's board unanimously recommended the deal, and Concho's chairman and CEO is to join ConocoPhillips' board. The filing also adds a Delaware forum-selection rule to Concho's bylaws (Fifth Amended and Restated Bylaws).
On August 24, 2020 Concho completed the $500 million 2.400% senior notes due February 15, 2031, unsecured and guaranteed by certain subsidiaries, with interest starting February 15, 2021. This closes the August 10 offering; the filing itself does not confirm the 2025 notes redemption, which the earlier filing said the proceeds would fund.
