ConocoPhillips filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01 Other Events.
On November 25, 2024, ConocoPhillips Company (“CPCo”), a Delaware corporation and wholly owned subsidiary of ConocoPhillips, a Delaware corporation (“ConocoPhillips”), entered into a Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), dated November 25, 2024 (the “Terms Agreement”), among CPCo, ConocoPhillips and the several Underwriters named in Schedule A to the Terms Agreement, relating to the underwritten public offering by CPCo of $1,350,000,000 aggregate principal amount of its 4.700% Notes due 2030 (the “2030 Notes”), $650,000,000 aggregate principal amount of its 4.850% Notes due 2032 (the “2032 Notes”), $1,250,000,000 aggregate principal amount of its 5.000% Notes due 2035 (the “2035 Notes”), $1,300,000,000 aggregate principal amount of its 5.500% Notes due 2055 (the “2055 Notes”) and $650,000,000 aggregate principal amount of its 5.650% Notes due 2065 (the “2065 Notes”, and together with the 2030 Notes, the 2032 Notes, the 2035 Notes and the 2055 Notes, the “Notes”), in each case fully and unconditionally guaranteed by ConocoPhillips, to be issued pursuant to the Indenture, dated as of December 7, 2012 (the “Indenture”), among CPCo, as issuer, ConocoPhillips, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. The terms of the Notes are further described in the prospectus supplement of ConocoPhillips and CPCo dated November 25, 2024, together with the related prospectus dated August 3, 2023, as filed with the Securities and Exchange Commission under Rule 424(b)(2) of the Securities Act of 1933 on November 26, 2024, which description is incorporated herein by reference. The Notes were issued on December 5, 2024.
A copy of the Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference in the Terms Agreement), the Indenture and the form of the terms of Notes have been filed as Exhibits 1.1, 4.1 and 4.2, respectively, to this report and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONOCOPHILLIPS | ||
| Date: December 5, 2024 | By: | /s/ Kontessa S. Haynes-Welsh |
| Name: | Kontessa S. Haynes-Welsh | |
| Title: | Vice President and Treasurer | |