MARATHON OIL CORP

MARATHON OIL CORP deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

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).

business combination

MARATHON OIL CORP's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

business combination

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.

business combination

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.

business combination

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.

debt financing

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).

asset acquisition disposition

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.

debt financing

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).

material agreement

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.

dividend declaration

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.

asset acquisition disposition

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.

asset acquisition disposition

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.

debt financing

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.

asset acquisition disposition

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.

material agreement

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.

material agreement

On October 15, 2014, Marathon Oil completed the sale of its Norwegian subsidiary, Marathon Oil Norge AS, to Det norske oljeselskap ASA for about $2.1 billion after adjustments. The sale includes the operated Alvheim floating production vessel, 10 operated licenses and several non-operated licenses on the Norwegian Continental Shelf; Norway averaged about 80,000 barrels of oil equivalent per day net in 2013. The filing also provides pro forma financial statements showing the effect of the sale.

asset acquisition disposition

On November 1, 2011, Marathon Oil completed the purchase of Eagle Ford shale assets in Texas from Hilcorp Resources Holdings, LP (a partnership of Hilcorp Energy and KKR affiliates) for $3.6 billion. The assets cover about 143,000 net acres, mainly in Atascosa, Karnes, Gonzales and DeWitt counties. This completes the purchase agreement dated May 31, 2011, signed shortly before the MPC spin-off.

asset acquisition disposition

On June 30, 2011, Marathon Oil completed the spin-off of Marathon Petroleum Corporation (MPC), which holds its former refining, marketing and transportation businesses. Shareholders received one MPC share for every two Marathon Oil shares held on the June 27, 2011 record date (about 356 million MPC shares in total), and MPC now trades separately as "MPC". Six directors left Marathon Oil's board to join MPC's, Gary Heminger resigned as Executive VP, Downstream, CEO Clarence Cazalot Jr. also became chairman, Dennis Reilley became Lead Director, and David Roberts became Executive VP and COO. An amendment to the employee matters agreement with MPC was also signed.

asset acquisition disposition