2 Dec 2024listing compliance notice▼ BadMajor
MARATHON OIL CORP deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
22 Nov 2024business combination● NeutralMajor
ConocoPhillips completed its acquisition of Marathon on November 22, 2024, after the antitrust waiting period expired on November 20, 2024. Each Marathon share was converted into 0.2550 ConocoPhillips shares plus cash for fractions, and Marathon became a wholly owned ConocoPhillips subsidiary. This resolves the merger thread: Marathon asked the NYSE to delist its stock and plans to end its SEC registration, all directors and officers left, the revolving credit facility and commercial paper program were paid off and terminated, and ConocoPhillips guarantees the $1B Louisiana bonds (taking over the obligations around July 1, 2026).
22 Nov 2024listing compliance notice● NeutralMajor
MARATHON OIL CORP's exchange filed to remove a class of its securities from listing.
19 Aug 2024business combination● Neutral
Marathon disclosed that several shareholder demand letters and three lawsuits (filed Aug 12 and 15, 2024 in New York) claim the merger proxy statement left out information. Marathon says the claims are without merit but added extra disclosures to avoid delay, including that two other parties (A and B) received a draft merger agreement on May 26, 2024 and made no further proposals, Morgan Stanley's valuation range of $26.50 to $34.00 per share, and analyst price targets of $28 to $45. This continues the merger thread ahead of the Aug 29 vote; no outcome of the lawsuits is stated.
29 July 2024business combination● NeutralMajor
Marathon filed its final proxy statement for the ConocoPhillips merger. Shareholders of record on July 26, 2024 can vote at a special meeting on August 29, 2024, and would receive 0.255 ConocoPhillips shares per Marathon share, worth about $28.27 on July 26 versus about $30.33 on May 28. The board unanimously recommends voting for it; a majority of outstanding shares must approve, and abstentions or not voting count as 'against'. This continues the merger thread and sets the vote date.
12 July 2024business combination▼ BadMajor
On July 11, 2024 the FTC sent both Marathon and ConocoPhillips a 'Second Request' for more information on the merger, which extends the antitrust waiting period until 30 days after they substantially comply. The companies say they still expect to close in the fourth quarter of 2024, subject to remaining conditions including Marathon shareholder approval. This continues the ConocoPhillips merger thread and adds a regulatory hurdle.
29 May 2024business combination● NeutralMajor
On May 28, 2024 Marathon agreed to be acquired by ConocoPhillips: each Marathon share will be converted into 0.2550 ConocoPhillips shares, with Marathon surviving as a subsidiary. Closing needs Marathon shareholder approval and antitrust and other regulatory approvals, with an end date of May 28, 2025 (extendable to November 28, 2025 and May 28, 2026). Marathon owes a $557 million termination fee in specified cases, such as taking a superior rival offer, and $86 million if shareholders vote it down. If completed, this would end shareholders' Marathon stock position in exchange for ConocoPhillips shares.
28 Mar 2024debt financing● NeutralMajor
Marathon sold $1.2 billion of senior notes, $600 million of 5.300% notes due 2029 and $600 million of 5.700% notes due 2034, closing March 28, 2024. The proceeds plus cash on hand are to repay in full the term loan borrowed for the Ensign acquisition. This replaces the two-year term loan with longer-dated bonds under the 2002 indenture.
27 Oct 2023asset acquisition disposition● Neutral
On October 25, 2023 the board adopted amended and restated by-laws. They change the rules and paperwork for shareholders nominating directors or submitting proposals (including proof of compliance with SEC Rule 14a-19 at least eight business days before a meeting), clarify when a director election counts as contested, clarify the meeting chair's power to adjourn, and replace 'chairman' with 'chair'. The filing frames the rest as administrative updates; it does not tie the changes to any particular event.
3 Jan 2023asset acquisition disposition▲ GoodMajor
The $3.0 billion cash purchase of Ensign's Eagle Ford assets in Bee, DeWitt, Karnes and Live Oak Counties, Texas closed on December 27, 2022, completing the deal signed November 2, 2022. It was paid for with cash on hand, borrowings under the existing revolving credit agreement, and the $1.5 billion term loan signed November 22, 2022, so that loan is now funded. The company says it believes the assets can hold output at 67,000 net barrels of oil equivalent a day with about 1 rig (a company expectation, not a result).
29 Nov 2022debt financing● NeutralMajor
On November 22, 2022 Marathon signed a two-year, $1.5 billion term loan agreement with Morgan Stanley Senior Funding as agent, to partly finance the Ensign acquisition. Funding depends on that acquisition closing, and the loan matures two years after funding. It carries a covenant capping total debt to total capitalization at 65%. This continues the Ensign financing thread.
7 Nov 2022material agreement● NeutralMajor
On November 2, 2022 a Marathon subsidiary agreed to buy Ensign Operating's oil and gas assets in Bee, DeWitt, Karnes and Live Oak Counties, Texas for $3.0 billion in cash, effective October 1, 2022. Marathon plans to pay with cash on hand, its revolving credit facility and new prepayable debt. Closing needs customary conditions including US antitrust waiting-period expiry, and either side can terminate if it has not closed by January 31, 2023. The assets are in the area of Marathon's existing Eagle Ford position (an inference from the county names, not stated in the filing).
2 Aug 2022debt financing● Neutral
On July 28, 2022 Marathon signed a seventh amendment to its bank credit agreement, extending maturity by three years to July 28, 2027 and cutting the facility from $3.149 billion to $2.5 billion. It also switches the interest benchmark from LIBOR to SOFR, following up on the LIBOR-replacement provisions in the June 2021 amendment.
23 June 2021debt financing● Neutral
On June 21, 2021 Marathon signed a sixth amendment to its bank credit agreement, raising the facility from $3 billion to $3.149 billion. Consenting lenders' commitments are extended from May 28, 2023 to June 21, 2024; the rest still mature May 28, 2023, when the facility drops to $2.995 billion. It also adds provisions for replacing the LIBOR benchmark rate. This continues the amendment series.
8 Dec 2020debt financing● Neutral
On December 4, 2020 Marathon signed a fifth amendment to its bank credit agreement. It lets certain non-cash write-downs be added back to equity when testing the debt-to-capitalization covenant (the sole financial covenant), adds customary default events including a cross payment default, and restricts debt at subsidiaries. This continues the series of amendments to the facility; the filing gives no size or maturity change and no reason for the amendment.
6 May 2020dividend declaration▼ BadMajor
On May 6, 2020 the board temporarily suspended the quarterly cash dividend until further notice, citing the economic downturn. The attached results release also reports a Q1 2020 net loss of $46 million, a 2020 capital budget cut to $1.3 billion or less (at least $1.1 billion lower than initial guidance), and a pause of the share buyback program. For shareholders this means dividend income stops for now.
3 Oct 2019debt financing● Neutral
On October 1, 2019 Marathon sold $600 million of the $1 billion Louisiana (St. John the Baptist) refunding bonds it had bought back in December 2017 to outside investors, in three $200 million pieces at 2.00%, 2.10% and 2.20%, with mandatory purchase dates between April 2023 and July 2026 and all maturing June 1, 2037. Marathon keeps the other $400 million. This continues the 2017 bond refunding thread; the filing does not state how the money is used.
24 Sept 2019debt financing● Neutral
On September 24, 2019 Marathon signed a fourth amendment to its bank credit agreement, cutting the facility size from $3,393,000,000 to $3,000,000,000 and extending its term from May 28, 2022 to May 28, 2023. This continues the earlier extensions; the filing gives no reason for the reduction.
3 July 2019asset acquisition disposition● NeutralMajor
Marathon completed the sale on July 1, 2019 of its U.K. subsidiaries to RockRose Energy PLC for about $95 million, which reflects the buyer taking on about $345 million of working capital and cash equivalents (as of December 31, 2018). Effective date January 1, 2019. Another non-U.S. exit following the Canada and Libya sales.
22 Oct 2018debt financing● Neutral
On October 18, 2018 Marathon signed a third amendment to its bank credit agreement, extending its term from May 28, 2021 to May 28, 2022. This continues the series of extensions begun in 2017.
7 Mar 2018asset acquisition disposition● NeutralMajor
Marathon completed the sale on March 1, 2018 of its subsidiary holding its 16.33% non-operated interest in the Waha concessions in Libya to a subsidiary of Total S.A. for $450 million cash, effective January 1, 2018. This is another exit from a non-U.S. asset after the Canadian oil sands sale.
28 Nov 2017material agreement▲ Good
On November 28, 2017 Marathon agreed to buy $1 billion of new Louisiana parish revenue refunding bonds at 3.75% maturing June 1, 2037. The parish will use the proceeds to redeem $1 billion of 5.125% bonds (Series 2007A) for which Marathon is the obligor, so the interest rate on this debt falls from 5.125% to 3.75%. Closing was expected December 18, 2017.
24 July 2017debt financing● Neutral
Marathon closed the $1 billion 4.400% senior notes due July 15, 2027 on July 24, 2017. They are unsecured, rank equally with its other senior debt, and pay interest each January 15 and July 15 starting January 15, 2018. This completes the offering announced on July 13.
18 July 2017debt financing● NeutralMajor
On July 13, 2017 Marathon agreed to sell $1 billion of 4.40% senior notes due 2027, with closing expected July 24. The net proceeds are to be used to redeem in full its 6.0% notes due 2017, 5.90% notes due 2018 and 7.50% notes due 2019, with any remainder going to general corporate purposes.
23 June 2017debt financing● Neutral
On June 22, 2017 Marathon signed a second amendment to its bank credit agreement (JPMorgan as agent), extending its term from May 28, 2020 to May 28, 2021. This continues the facility first set up in May 2014 and amended since; no change in size is stated.
5 June 2017asset acquisition disposition● NeutralMajor
Marathon completed the Canadian oil sands sale on May 31, 2017 to Shell and CNRL for about $2.5 billion before adjustments. About $1.75 billion was paid at closing and the remaining $750 million is due in the first quarter of 2018. This resolves the March 2017 sale agreement; the effective date was January 1, 2017.
9 Mar 2017material agreement● NeutralMajor
Marathon agreed on March 8, 2017 to sell its Canadian subsidiary, including its 20% non-operated interest in the Athabasca Oil Sands Project, to a Shell affiliate and Canadian Natural Resources for $2.5 billion before adjustments: $1.75 billion at closing and the rest in the first quarter of 2018. It expects after-tax non-cash impairment charges of about $4.8 to $5.0 billion in Q1 2017 and expects closing in mid-2017. It also announced a deal to buy about 70,000 net acres in the Permian basin from BC Operating, Inc. and others for $1.1 billion, expected to close in Q2 2017. The sale is conditional on regulatory approvals and on a related Shell/CNRL deal, with a $100 million break fee payable by the purchasers in certain cases.
4 Mar 2016material agreement▼ BadMajor
Marathon Oil sold 145 million new common shares to the public at $7.65 each under an agreement dated February 29, 2016, and the underwriters then bought the full 21.75 million additional shares on March 4, 2016, when the offering closed. That is about 166.75 million new shares in total, which increases the share count and dilutes existing holders. The filing does not state how the proceeds will be used.
15 June 2015debt financing● Neutral
On June 10, 2015, Marathon Oil closed the $2.0 billion note offering announced June 1: $600 million of 2.70% notes due 2020, $900 million of 3.85% notes due 2025 and $500 million of 5.20% notes due 2045. Interest is paid each June 1 and December 1, starting December 1, 2015. This completes the June 1 agreement.
3 June 2015debt financing● Neutral
On June 1, 2015, Marathon Oil agreed with underwriters to sell $600 million of 2.70% notes due 2020, $900 million of 3.85% notes due 2025 and $500 million of 5.20% notes due 2045. It says the proceeds will be used to repay its 0.900% notes due November 1, 2015 (issued in 2012) and for general corporate purposes. Closing was expected June 10, 2015.