MARATHON OIL CORP: M&A transaction — ConocoPhillips completes Marathon Oil acquisition; Marathon delisted from NYSE

MARATHON OIL CORP

Marathon shareholders receive 0.2550 ConocoPhillips shares per Marathon share in merger.
Marathon becomes wholly-owned subsidiary of ConocoPhillips; all directors and officers depart.
Outstanding credit agreement and commercial paper program terminated; all obligations paid.
ConocoPhillips guarantees $1B in Marathon municipal bonds; will assume obligations by July 2026.
Marathon requests delisting from NYSE and deregistration under Exchange Act.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.03 item 5.01 item 5.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

MARATHON OIL CORP underwent a change of control involving ConocoPhillips for 0.2550 shares of common stock of ConocoPhillips and cash in lieu of fractional shares (closed 2024-11-22).

Action: change of control
Counterparty: ConocoPhillips
Consideration: 0.2550 shares of common stock of ConocoPhillips and cash in lieu of fractional shares
Closing: 2024-11-22

Exact text from the filing

of the Merger (the “Effective Time”) (other than certain Excluded Shares and Converted Shares (each as defined in the Merger Agreement)) was converted into the right to receive 0.2550 (the “Exchange Ratio”) shares of common stock of ConocoPhillips and cash in lieu of fractional shares, as applicable (the “Merger Consideration”). Additionally, as a result of the

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Source: SEC EDGAR

accession 0001104659-24-122113

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