Mergers & Acquisitions

ConocoPhillips to Acquire Marathon Oil Corp. for $17.1 Billion

All-stock transaction includes $5.4 billion of net debt

ConocoPhillips is buying Marathon Oil in an all-stock deal for about $17.1 billion. The transaction has an enterprise value of $22.5 billion, including $5.4 billion of net debt, Houston-based ConocoPhillips said Wednesday in a news release.

“This acquisition of Marathon Oil further deepens our portfolio and fits within our financial framework, adding high quality, low cost of supply inventory adjacent to our leading U.S. unconventional position,” said Ryan Lance, ConocoPhillips chairman and CEO. “Importantly, we share similar values and cultures with a focus on operating safely and responsibly to create long-term value for our shareholders. The transaction is immediately accretive to earnings, cash flows and distributions per share, and we see significant synergy potential.”

Under the terms of the agreement, Marathon Oil shareholders will receive 0.2550 shares of ConocoPhillips common stock for each share of Marathon Oil common stock, representing a 14.7% premium to the closing share price of Marathon Oil on May 28.

“This is a proud moment to look back on what we achieved at Marathon Oil,” said Lee Tillman, Marathon Oil chairman, president and CEO. “Powered by our dedicated employees and contractors, we built a top-performing portfolio with a multi-year track record of peer-leading operational execution, strong financial results and compelling return of capital to our shareholders—all while holding true to our core values of safety and environmental excellence.”

ConocoPhillips is the right home to build on that legacy, Tillman said, with its premier global asset base, laser focus on operational excellence, track record of long-term investments and more.

The transaction, which is subject to the approval of Marathon Oil stockholders, is expected to close in the fourth quarter of 2024.  

It comes at a time when energy prices are rising and big oil companies reap massive benefits, the Associated Press reported. Crude prices have jumped more than 12% this year, and the cost for a barrel rose above $80 this week, AP said.

In other recent deals, Chevron acquired Hess Corp. last fall, and in May, Exxon Mobil Corp. closed on its acquisition of Pioneer Natural Resources Co., the company said.

ConocoPhillips explores for, develops and produces crude oil and natural gas globally. It is one of the world’s leading exploration and production companies based on both productions and reserves, it said. It has operations in 13 countries, $95 billion of total assets and about 10,000 employees as of March 31. 

Marathon Oil, Houston, is an independent oil and gas exploration and production company.

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