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Delaware
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| |
2911
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01-0562944
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Delaware
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2911
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73-0400345
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(State or other jurisdiction of incorporation or organization)
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(Primary Standard Industrial Classification Code Number)
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(IRS Employer Identification Number)
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Large accelerated filer
☒
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Accelerated filer
☐
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Non-accelerated filer
☐
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Smaller reporting company
☐
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| | | |
Emerging growth company
☐
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Page
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| | | | iii | | | |
| | | | 1 | | | |
| | | | 2 | | | |
| | | | 7 | | | |
| | | | 10 | | | |
| | | | 15 | | | |
| | | | 16 | | | |
| | | | 25 | | | |
| | | | 39 | | | |
| | | | 41 | | | |
| | | | 42 | | | |
| | | | 43 | | | |
| | | | 44 | | | |
| | | | 45 | | | |
| | | | II-1 | | | |
| | | | II-5 | | |
|
Title
(including interest rate) |
| |
CUSIP of
Corresponding Series of Restricted Notes |
| |
Maturity Date
|
| |
Aggregate
Principal Amount |
| |
Interest Payment Dates
|
|
|
3.750% Senior Notes due 2027
|
| |
20825CAV6 AND U20845AD2
|
| |
October 1, 2027
|
| |
$981,172,000
|
| |
April 1 and October 1
|
|
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4.300% Senior Notes due 2028
|
| |
20825CAX2 AND U20845AE0
|
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August 15, 2028
|
| |
$972,920,000
|
| |
February 15 and
August 15 |
|
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2.400% Senior Notes due 2031
|
| |
20825CAZ7 AND U20845AF7
|
| |
February 15, 2031
|
| |
$489,351,000
|
| |
February 15 and
August 15 |
|
|
4.875% Senior Notes due 2047
|
| |
20825CBB9 AND U20845AG5
|
| |
October 1, 2047
|
| |
$799,770,000
|
| |
April 1 and October 1
|
|
|
4.850% Senior Notes due 2048
|
| |
20825CBD5 AND U20845AH3
|
| |
August 15, 2048
|
| |
$589,822,000
|
| |
February 15 and
August 15 |
|
|
Title
(including interest rate) |
| |
CUSIP
|
| |
Maturity Date
|
| |
Aggregate
Principal Amount |
| |
Interest Payment
Dates |
| |
Record Date
|
|
|
3.750% Senior Notes due 2027
|
| |
US20825CAW4
|
| |
October 1, 2027
|
| |
$981,172,000
|
| |
April 1 and October 1
|
| |
March 15 and September 15
|
|
|
4.300% Senior Notes due 2028
|
| |
20825CAY0
|
| |
August 15, 2028
|
| |
$972,920,000
|
| |
February 15 and
August 15 |
| |
February 1 and August 1
|
|
|
2.400% Senior Notes due 2031
|
| |
20825CBA1
|
| |
February 15, 2031
|
| |
$489,351,000
|
| |
February 15 and
August 15 |
| |
February 1 and August 1
|
|
|
4.875% Senior Notes due 2047
|
| |
20825CBC7
|
| |
October 1, 2047
|
| |
$799,770,000
|
| |
April 1 and October 1
|
| |
March 15 and September 15
|
|
|
4.850% Senior Notes due 2048
|
| |
20825CBE3
|
| |
August 15, 2048
|
| |
$589,822,000
|
| |
February 15 and
August 15 |
| |
February 1 and August 1
|
|
| | | | CONOCOPHILLIPS | |
| | | |
By:
/s/ Kelly B. Rose
Kelly B. Rose
Senior Vice President, Legal and General Counsel |
|
|
Signature
|
| |
Title
|
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|
/s/ Ryan M. Lance
Ryan M. Lance
|
| |
Chairman of the Board of Directors and
Chief Executive Officer (Principal Executive Officer) |
|
|
/s/ William L. Bullock, Jr.
William L. Bullock, Jr.
|
| |
Executive Vice President and
Chief Financial Officer (Principal Financial Officer) |
|
|
/s/ Kontessa S. Haynes-Welsh
Kontessa S. Haynes-Welsh
|
| |
Chief Accounting Officer
(Principal Accounting Officer) |
|
|
/s/ Charles E. Bunch
Charles E. Bunch
|
| |
Director
|
|
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/s/ Caroline M. Devine
Caroline M. Devine
|
| |
Director
|
|
|
Signature
|
| |
Title
|
|
|
/s/ Gay Huey Evans
Gay Huey Evans
|
| |
Director
|
|
|
/s/ John V. Faraci
John V. Faraci
|
| |
Director
|
|
|
/s/ Jody Freeman
Jody Freeman
|
| |
Director
|
|
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/s/ Jeffrey A. Joerres
Jeffrey A. Joerres
|
| |
Director
|
|
|
/s/ Timothy A. Leach
Timothy A. Leach
|
| |
Director
|
|
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/s/ William H. McRaven
William H. McRaven
|
| |
Director
|
|
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/s/ Sharmila Mulligan
Sharmila Mulligan
|
| |
Director
|
|
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/s/ Eric D. Mullins
Eric D. Mullins
|
| |
Director
|
|
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/s/ Arjun N. Murti
Arjun N. Murti
|
| |
Director
|
|
|
/s/ Robert A. Niblock
Robert A. Niblock
|
| |
Director
|
|
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/s/ David T. Seaton
David T. Seaton
|
| |
Director
|
|
|
/s/ R.A. Walker
R.A. Walker
|
| |
Director
|
|
| | | | CONOCOPHILLIPS COMPANY | |
| | | |
By:
/s/ Andrew M. O’Brien
Andrew M. O’Brien
Vice President and Treasurer |
|
|
Signature
|
| |
Title
|
|
|
/s/ Ryan M. Lance
Ryan M. Lance
|
| |
President and
Chief Executive Officer (Principal Executive Officer) |
|
|
/s/ William L. Bullock, Jr.
William L. Bullock, Jr.
|
| |
Director, Executive Vice President and
Chief Financial Officer (Principal Financial Officer) |
|
|
/s/ Kontessa S. Haynes-Welsh
Kontessa S. Haynes-Welsh
|
| |
Chief Accounting Officer
(Principal Accounting Officer) |
|
|
/s/ Kelly B. Rose
Kelly B. Rose
|
| |
Director
|
|
Exhibit 5.1
[Letterhead of Wachtell, Lipton, Rosen & Katz]
February 17, 2022
ConocoPhillips
925 N. Eldridge Parkway
Houston, Texas 77079
(281) 293-1000
Re: ConocoPhillips Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to ConocoPhillips, a Delaware corporation (the “Company”), in connection with the registration, pursuant to a registration statement on Form S-4 (the “Registration Statement”), initially filed by the Company and ConocoPhillips Company, a Delaware corporation (the “Subsidiary Guarantor”), with the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of 1933, as amended (the “Act”), on February 17, 2022 relating to the proposed offers by the Company and the Subsidiary Guarantor to exchange (the “Exchange Offer”) (1) the Company’s outstanding 3.750% Senior Notes due 2027 (the “Old 2027 Notes”) and the related guarantees thereof (the “Old 2027 Guarantees”) for an equal principal amount of the Company’s registered 3.750% Senior Notes due 2027 (the “2027 Exchange Notes”) and the related guarantees thereof (the “2027 Exchange Guarantees”), (2) the Company’s outstanding 4.300% Senior Notes due 2028 (the “Old 2028 Notes”) and the related guarantees thereof (the “Old 2028 Guarantees”) for an equal principal amount of the Company’s registered 4.300% Senior Notes due 2028 (the “2028 Exchange Notes”) and the related guarantees thereof (the “2028 Exchange Guarantees”), (3) the Company’s outstanding 2.400% Senior Notes due 2031 (the “Old 2031 Notes”) and the related guarantees thereof (the “Old 2031 Guarantees”) for an equal principal amount of the Company’s registered 2.400% Senior Notes due 2031 (the “2031 Exchange Notes”), (4) the Company’s outstanding 4.875% Senior Notes due 2047 (the “Old 2047 Notes”) and the related guarantees thereof (the “Old 2047 Guarantees”) for an equal principal amount of the Company’s registered 4.875% Senior Notes due 2047 (the “2047 Exchange Notes”) and (5) the Company’s outstanding 4.850% Senior Notes due 2048 (the “Old 2048 Notes” and together with the Old 2027 Notes, the Old 2028 Notes, the Old 2031 Notes and the Old 2037 Notes, the “Old Notes”)) and the related guarantees thereof (the “Old 2048 Guarantees” and together with the Old 2027 Guarantees, the Old 2028 Guarantees, the Old 2031 Guarantees and the Old 2047 Guarantees, the “Old Guarantees”) for an equal principal amount of the Company’s registered 4.850% Senior Notes due 2047 (the “2048 Exchange Notes” and together with the 2027 Exchange Notes, the 2028 Exchange Notes, the 2031 Exchange Notes and the 2047 Exchange Notes, the “Exchange Notes”) and the related guarantees thereof (the “2048 Exchange Guarantees” and together with the 2027 Exchange Guarantees, the 2027 Exchange Guarantees, the 2028 Exchange Guarantees, the 2031 Exchange Guarantees and the 2037 Exchange Guarantees, the “Exchange Guarantees”).
The Old Notes and the Old Guarantees were issued, and the Exchange Notes and the Exchange Guarantees will be issued, under the First Supplemental Indenture, dated as of February 8, 2021 (the “First Supplemental Indenture”), to the Indenture, dated as of October 9, 2002 (the “Base Indenture”; the Base Indenture as amended, supplemented or otherwise modified by the First Supplemental Indenture (the “Indenture”)), among the Company, the Subsidiary Guarantor, as successor to Conoco Inc. and Phillips Petroleum Company, and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York), as trustee (the “Trustee”).
The Company and the Subsidiary Guarantor are proposing the Exchange Offer in accordance with the terms of a Registration Rights Agreement with respect to the Old Notes by and among the Company, the Subsidiary Guarantor, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., BMO Capital Markets Corp., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC, dated as of February 8, 2021 (the “Registration Rights Agreement”).
In rendering the opinions expressed in this letter, we have examined the Registration Statement, the Indenture, the forms of the Exchange Notes, and originals or copies certified or otherwise identified to our satisfaction of such other documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or appropriate for the purposes of this letter. The Exchange Notes, the Exchange Guarantees and the Indenture are referred to herein as the “Transaction Documents.” We have also conducted such investigations of fact and law as we have deemed necessary or advisable for purposes of this letter. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies and the legal capacity of all individuals executing such documents. As to any facts material to the opinions expressed below, we have, with your consent, relied upon the statements, certificates and representations of officers and other representatives of parties to the Transaction Documents and of the Company and the Subsidiary Guarantor. We have also assumed (i) the truth, accuracy and completeness of the information, representations and warranties contained in the agreements, records, documents, instruments and certificates we have reviewed, (ii) that each of the Transaction Documents constitutes the valid and binding obligation of each party thereto, enforceable against them in accordance with its terms (other than as expressly covered by our opinions below in respect of the Company and the Subsidiary Guarantor) and (iii) all Exchange Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the preliminary prospectus, dated the date hereof, included in the Registration Statement (the “Prospectus”). We have also assumed that the terms of the Exchange Notes have been established so as not to, and that the execution, delivery and performance of the Transaction Documents by each party thereto do not (x) contravene its respective certificate or articles of incorporation, limited liability company agreement, bylaws or other organizational documents, (y) violate any law, rule or regulation applicable to it or any judicial or regulatory order of decree of any governmental authority, or (z) result in any conflict with, default under or violation or breach of any agreement or document binding on it. In addition, the enforceability of indemnification and contribution provisions may be limited by applicable law and public policy considerations, and we express no opinion as to the effects of either (i) Section 548 of Title 11 of the United States Code or (ii) Article 10 of the New York Debtor and Creditor Law, or similar laws relating to fraudulent transfers or fraudulent conveyances, on any obligation under the Exchange Guarantees of the Subsidiary Guarantor. Furthermore, the manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it.
We are members of the Bar of the State of New York, and we have not considered, and we express no opinion as to, the laws of any jurisdiction other than the laws of the State of New York that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company, the Subsidiary Guarantor, the Transaction Documents or the transactions governed by the Transaction Documents, in each case as in effect on the date hereof (the “Relevant Laws”). Without limiting the generality of the foregoing definition of Relevant Laws, the term “Relevant Laws” does not include any law, rule or regulation that is applicable to the Company, the Subsidiary Guarantor and the Transaction Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Transaction Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.
Based upon the foregoing, and subject to the qualifications set forth in this letter, it is our opinion that when (i) the Registration Statement has become effective under the Act, (ii) the Old Notes have been exchanged in the manner described in the Prospectus, (iii) the Exchange Notes have been duly executed, authenticated, issued and delivered by the Company in accordance with the terms of the Indenture, against receipt of the Old Notes surrendered in exchange therefor, (iv) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (v) applicable provisions of “blue sky” laws have been complied with,
a) | the Exchange Notes proposed to be issued pursuant to the Exchange Offer will constitute valid and legally binding obligations of the Company, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights or remedies generally and by general equitable principles (whether considered in a proceeding in equity or at law); and |
-2-
b) | the Exchange Guarantees proposed to be issued pursuant to the Exchange Offer will constitute valid and legally binding obligations of the Subsidiary Guarantor, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights or remedies generally and by general equitable principles (whether considered in a proceeding in equity or at law). |
The opinion set forth above is subject to the effects of (a) provisions of law that require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars; (b) limitations by any governmental authority that limit, delay or prohibit the making of payments outside the United States; and (c) generally applicable laws that (i) provide for the enforcement of oral waivers or modifications where a material change of position in reliance thereon has occurred or provide that a course of performance may operate as a waiver, (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected, (iii) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, gross negligence, recklessness, willful misconduct or unlawful conduct, (iv) may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed-upon exchange, (v) may limit the enforceability of provisions providing for compounded interest, imposing increased interest rates or late payment charges upon delinquency in payment or default or providing for liquidated damages or for premiums upon acceleration, or (vi) limit the waiver of rights under usury laws. Furthermore, the manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. We express no opinion as to the effect of Section 210(p) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended.
The opinions expressed herein are also subject to the following qualifications and comments:
a) | Any provisions of the Transaction Documents that permit any party thereto to take action or make determinations, or to benefit from indemnities and similar undertakings of any party to the Transaction Documents, may be subject to a requirement that such action be taken or such determinations be made, and any action or inaction by such party that may give rise to a request for payment under such an undertaking be taken or not taken, on a reasonable basis and in good faith. |
b) | We express no opinion as to (i) whether a federal or state court outside New York would give effect to any choice of law provided for in the Transaction Documents, (ii) any provisions of the Transaction Documents that relate to the subject matter jurisdiction of the federal or state courts of a particular jurisdiction to adjudicate any controversy related to the Transaction Documents or the transactions contemplated thereby, (iii) any waiver of inconvenient forum set forth in the Transaction Documents or (iv) any waiver of jury trial found in the Transaction Documents. |
We hereby consent to the filing of a copy of this letter as an exhibit to the Registration Statement and to the use of our name in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. This letter speaks only as of its date, and we undertake no (and hereby disclaim any) obligation to update this letter.
Very truly yours, | |
/s/ Wachtell, Lipton, Rosen & Katz |
-3-
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" in this Registration Statement (Form S-4) and related Prospectus of ConocoPhillips for the registration of $3,833,035,000 of Senior Notes and to the incorporation by reference therein of our reports dated February 17, 2022, with respect to the consolidated financial statements of ConocoPhillips, and the effectiveness of internal control over financial reporting of ConocoPhillips, included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP |
Houston, Texas
February 17, 2022
Exhibit 23.2
DeGolyer and MacNaughton
5001 Spring Valley Road
Suite 800 East
Dallas, Texas 75244
February 17, 2022
ConocoPhillips
925 N. Eldridge Parkway
Houston, Texas 77079
Ladies and Gentlemen:
We hereby consent to the use of the name DeGolyer and MacNaughton and to references to DeGolyer and MacNaughton as an independent petroleum engineering consulting firm under the caption “Experts” in the Registration Statement on Form S-4 of ConocoPhillips. We also hereby consent to the incorporation by reference in the Registration Statement on Form S-4 of the DeGolyer and MacNaughton process review letter dated February 17, 2022, which appears in ConocoPhillips’ Annual Report on Form 10-K for the year ended December 31, 2021.
Very truly yours, | |
/s/ DeGolyer and MacNaughton | |
DeGOLYER and MacNAUGHTON Texas Registered Engineering Firm F-716 |
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
(Jurisdiction of incorporation if not a U.S. national bank) |
95-3571558 (I.R.S. employer identification no.) |
333 South Hope Street Los Angeles, California (Address of principal executive offices) |
90071 |
ConocoPhillips
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
01-0562944 (I.R.S. employer identification no.) |
925 N. Eldridge Parkway Houston, Texas |
77079 (Zip code) |
ConocoPhillips Company
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)
|
73-0400345 identification no.) |
925 N. Eldridge Parkway Houston, Texas (Address of principal executive offices)
|
77079 (Zip code) |
3.750% Senior Notes due 2027
4.300% Senior Notes due 2028
2.400% Senior Notes due 2031
4.875% Senior Notes due 2047
4.850% Senior Notes due 2048
Guarantee of the 3.750% Senior Notes due 2027
Guarantee of the 4.300% Senior Notes due 2028
Guarantee of the 2.400% Senior Notes due 2031
Guarantee of the 4.875% Senior Notes due 2047
and Guarantee of the 4.850% Senior Notes due 2048
(Title of the indenture securities)
1. | General information. Furnish the following information as to the trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address |
Comptroller of the Currency United States Department of the Treasury
|
Washington, DC 20219 |
Federal Reserve Bank |
San Francisco, CA 94105
|
Federal Deposit Insurance Corporation |
Washington, DC 20429 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1
filed with Registration Statement No. 333-121948). |
3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1
filed with Registration Statement No. 333-152875). |
- 2 - |
4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762). |
6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 3 - |
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 10th day of February, 2022.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | |||
By: | /s/ Lawrence M. Kusch | ||
Name: | Lawrence M. Kusch | ||
Title: | Vice President |
- 4 - |
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071
At the close of business December 31, 2021, published in accordance with Federal regulatory authority instructions.
1 |
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | 876 | |||
Noninterest-bearing | 876 | |||
Interest-bearing | 0 | |||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased in domestic offices | 0 | |||
Securities sold under agreements to repurchase | 0 | |||
Trading liabilities | 0 | |||
Other borrowed money: | ||||
(includes mortgage indebtedness and obligations under capitalized leases) | 0 | |||
Not applicable | ||||
Not applicable | ||||
Subordinated notes and debentures | 0 | |||
Other liabilities | 275,893 | |||
Total liabilities | 276,769 | |||
Not applicable |
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 1,000 | |||
Surplus (exclude all surplus related to preferred stock) | 324,786 | |||
Not available | ||||
Retained earnings | 813,129 | |||
Accumulated other comprehensive income | 449 | |||
Other equity capital components | 0 | |||
Not available | ||||
Total bank equity capital | 1,139,364 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |||
Total equity capital | 1,139,364 | |||
Total liabilities and equity capital | 1,416,133 |
I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Matthew J. McNulty ) CFO
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Antonio I. Portuondo, President | ) | ||
Michael P. Scott, Managing Director | ) | Directors (Trustees) | |
Kevin P. Caffrey, Managing Director | ) |
2 |
Exhibit 99.1
CONOCOPHILLIPS
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE
$981,172,000 PRINCIPAL AMOUNT OF ITS 3.750% NOTES DUE 2027, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR
AN EQUAL PRINCIPAL AMOUNT OF 3.750% NOTES DUE 2027
$972,920,000 PRINCIPAL AMOUNT OF ITS 4.300% NOTES DUE 2028, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR
AN EQUAL PRINCIPAL AMOUNT OF 4.300% NOTES DUE 2028
$489,351,000 PRINCIPAL AMOUNT OF ITS 2.400% NOTES DUE 2031, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR
AN EQUAL PRINCIPAL AMOUNT OF 2.400% NOTES DUE 2031
$799,770,000 PRINCIPAL AMOUNT OF ITS 4.875% NOTES DUE 2047, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR
AN EQUAL PRINCIPAL AMOUNT OF 4.875% NOTES DUE 2047
$589,822,000 PRINCIPAL AMOUNT OF ITS 4.850% NOTES DUE 2048, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR
AN EQUAL PRINCIPAL AMOUNT OF 4.850% NOTES DUE 2048
THE
EXCHANGE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON [ ], 2022 (THE “EXPIRATION DATE”)
UNLESS EXTENDED.
The Exchange Agent is:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By Hand,
Registered, Certified or |
The
Bank of New York Mellon Trust Company, c/o BNY Mellon Corporate Trust Operations – Reorganization Unit 2001 Bryan Street, 10th Floor Dallas, Texas 75201 Attn: Joseph Felicia |
For Information Call:
315-414-3349
For Facsimile Transmission (for Eligible Institutions only):
(732) 667-9408
Email Inquiries:
Ct_Reorg_Unit_Inquiries@bnymellon.com
Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery. Only hard copies of this Letter of Transmittal or presentations via The Depository Trust Company’s (“DTC”) Automated Tender Offer Program (“ATOP”) will be accepted.
Questions and requests for assistance or for additional copies of the Prospectus or of the Letter of Transmittal and or related materials must be directed to the Exchange Agent by calling 315-414-3349.
The undersigned acknowledges receipt of the Prospectus dated [•], 2022 (the “Prospectus”) of ConocoPhillips (the “Issuer”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Issuer’s offers (the “Exchange Offers”) to exchange all of its outstanding unregistered 3.750% Senior Notes due 2027 (CUSIP Nos. 20825CAV6 AND U20845AD2), 4.300% Senior Notes due 2028 (CUSIP Nos. 20825CAX2 AND U20845AE0), 2.400% Senior Notes due 2031 (CUSIP Nos. 20825CAZ7 AND U20845AF7), 4.875% Senior Notes due 2047 (CUSIP Nos. 20825CBB9 AND U20845AG5) and 4.850% Senior Notes due 2048 (CUSIP Nos. 20825CBD5 AND U20845AH3) (collectively, the “Restricted Notes”), in each case issued by the Issuer on February 8, 2021 in private offers to exchange notes of the Issuer’s subsidiary, Concho Resources Inc. (“Concho”), that are validly tendered and not validly withdrawn for an equal principal amount of the respective series of the Issuer’s 3.750% Senior Notes due 2027, 4.300% Senior Notes due 2028, 2.400% Senior Notes due 2031, 4.875% Senior Notes due 2047 and 4.850% Senior Notes due 2048 (collectively, the “Registered Notes”) the offers of which have been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer is registering the Exchange Offers in reliance on the position of the staff of the U.S. Securities and Exchange Commission (the “Staff”) enunciated in Exxon Capital Holdings Corporation (April 13, 1989), Morgan Stanley & Co. Incorporated (June 5, 1991) and Shearman & Sterling (July 2, 1993).The Restricted Notes are unconditionally guaranteed (the “Old Guarantees”) by Concho (the “Guarantor”), and the Registered Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantor. Upon the terms and subject to the conditions set forth in the Prospectus and this Letter of Transmittal, the Guarantors offers to issue the New Guarantees with respect to all Registered Notes issued in the Exchange Offers in exchange for the Old Guarantees of the Restricted Notes for which such Registered Notes are issued in the Exchange Offers. Throughout this Letter of Transmittal, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantor’s’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Registered Notes” include the related New Guarantees and references to the “Restricted Notes” include the related Old Guarantees.
The terms of the Registered Notes to be issued in the Exchange Offers are substantially identical in all material respects to the Restricted Notes, except that the Registered Notes will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with the Registration Rights Agreement dated as of February 8, 2021 (the “Registration Rights Agreement”), between the Issuer, the Guarantor, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., BMO Capital Markets Corp., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC. The Issuer is not making the Exchange Offers to holders of the Restricted Notes in any jurisdiction in which the Exchange Offers or the acceptance of the Exchange Offers would not be in compliance with the securities or [blue sky laws of such jurisdiction. Nor will the Issuer also accept surrenders for exchange from holders of the Restricted Notes in any jurisdiction in which the Exchange Offers or the acceptance of the Exchange Offers would not be in compliance with the securities or blue sky laws of such jurisdiction.
2
Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS RELATING TO THE PROCEDURE FOR TENDERING AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
3
The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offers.
PLEASE READ THE
ENTIRE
LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.
List below the Restricted Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the aggregate principal amounts should be listed on a separate signed schedule affixed hereto.
​ | DESCRIPTION OF RESTRICTED NOTES TENDERED HEREWITH | ​ | |||||||||
​ | Name(s) and Address(es) of Registered Holder(s) (Please fill in) | ​ | ​ | ​ | ​ | Aggregate
Principal Amount Represented by Restricted Notes* |
​ | ​ | Principal
Amount Tendered** |
​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | Total: | ​ | ​ | ​ | ​ | ​ | |||
​ | * Need not be completed by book-entry holders. | ​ | |||||||||
​ | ** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Restricted Notes. See instruction 2. | ​ |
Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name Restricted Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Restricted Notes are held of record by DTC.
¨ | CHECK HERE IF REGISTERED NOTES ARE TO BE ISSUED TO A PERSON OTHER THAN THE PERSON SIGNING THIS LETTER OF TRANSMITTAL: |
Name:
Address:
¨ | CHECK HERE IF REGISTERED NOTES ARE TO BE DELIVERED TO AN ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL: |
Name:
Address:
¨ | CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED RESTRICTED NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. |
Name:
Address:
4
If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Registered Notes. If the undersigned is a broker-dealer that will receive Registered Notes for its own account in exchange for Restricted Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Registered Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offers with respect to Restricted Notes acquired other than as a result of market-making activities or other trading activities. Any holder who is an “affiliate” of the Issuer or who has an arrangement or understanding with respect to the distribution of the Registered Notes to be acquired pursuant to the Exchange Offers, or any broker-dealer that purchased Restricted Notes from the Issuer to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offers, the undersigned hereby tenders to the Issuer the principal amount of the Restricted Notes indicated above. Unless otherwise indicated above, the undersigned will be deemed to have tendered the full aggregate principal amount represented by the Restricted Notes. Subject to, and effective upon, the acceptance for exchange of any portion of the Restricted Notes tendered herewith in accordance with the terms and conditions of the Exchange Offers (including, if the Exchange Offers are extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such Restricted Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Issuer, in connection with the Exchange Offers) to cause the Restricted Notes to be assigned, transferred and exchanged.
The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Restricted Notes and to acquire Registered Notes issuable upon the exchange of such tendered Restricted Notes, and that, when the same are accepted for exchange, the Issuer will acquire good and unencumbered title to the tendered Restricted Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuer to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Restricted Notes or transfer ownership of such Restricted Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Restricted Notes by the Issuer and the issuance of Registered Notes in exchange therefor shall constitute performance in full by the Issuer of its obligations under the Registration Rights Agreement, and that the Issuer shall have no further obligations or liabilities thereunder. The undersigned will comply with its obligations under the Registration Rights Agreement.
The undersigned understands that tenders of Restricted Notes pursuant to any one of the procedures described in the Prospectus and in the instructions attached hereto will, upon the Issuer’s acceptance for exchange of such tendered Restricted Notes, constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions of the Exchange Offers. The undersigned recognizes that, under circumstances set forth in the Prospectus, the Issuer may not be required to accept for exchange any of the Restricted Notes.
By tendering Restricted Notes and executing this Letter of Transmittal, the undersigned represents that (i) the holder is not an “affiliate” of the Issuer or CPCo within the meaning of Rule 405 under the Securities Act or, if such an affiliate, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the Registered Notes; (ii) the holder is not engaging in and does not intend to engage in, and has no arrangement or understanding with any person to participate in, the distribution (within the meaning of the Securities Act) of the Registered Notes in violation of the provisions of the Securities Act; (iii) the holder is acquiring any Registered Notes to be received by it in its ordinary course of business; and (iv) if the holder is a broker-dealer that will receive the Registered Notes for its own account in exchange for the Restricted Notes that were acquired as a result of market-making or other trading activities, such holder will deliver a prospectus (or, to the extent permitted by law, make available a prospectus to purchasers) meeting the requirements of the Securities Act in connection with any resales of the Registered Notes. If the undersigned or the person receiving such Registered Notes, whether or not such person is the undersigned, is a broker-dealer that will receive Registered Notes for its own account in exchange for Restricted Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Registered Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
5
The undersigned understands that all resales of the Registered Notes must be made in compliance with applicable state securities or blue sky laws. If a resale does not qualify for an exemption from these laws, the undersigned acknowledges that it may be necessary to register or qualify the Registered Notes in a particular state or to make the resale through a licensed broker-dealer in order to comply with these laws. The undersigned further understands that the Issuer assumes no responsibility regarding compliance with state securities or blue sky laws in connection with resales.
Any holder of Restricted Notes using the Exchange Offers to participate in a distribution of the Registered Notes (i) cannot rely on the position of the Staff of the Securities and Exchange Commission enunciated in its interpretive letter with respect to Exxon Capital Holdings Corporation (April 13, 1989) or similar interpretive letters and (ii) must comply with the registration and prospectus requirements of the Securities Act in connection with a secondary resale transaction.
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable but tendered Restricted Notes may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal.
All Registered Notes delivered in exchange for tendered Restricted Notes and any Restricted Notes delivered herewith but not exchanged, in each case if registered in the name of the undersigned, shall be delivered to the undersigned at the address shown below the signature of the undersigned.
The undersigned, by completing the box entitled “Description of Restricted Notes Tendered Herewith” above and signing this letter, will be deemed to have tendered the Restricted Notes as set forth in such box.
6
TENDERING
HOLDER(S) SIGN HERE
(Complete accompanying IRS Form W-9 or IRS Form W-8, as applicable)
Must be signed by registered holder(s) exactly as name(s) appear(s) on Registered Notes hereby tendered or in whose name Registered Notes are registered on the books of DTC or one of its participants, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 3.
(Signature(s) of Holder(s))
Date |
Name(s) |
(Please Print)
Capacity (full title) |
Address |
(Including Zip Code)
Daytime Area Code and Telephone No. |
Taxpayer Identification No. |
GUARANTEE OF SIGNATURE(S)
(If Required—See Instruction 3)
Authorized Signature |
Dated |
Name |
Title |
Name of Firm |
Address of Firm |
(Include Zip Code)
Area Code and Telephone No. |
7
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)
(Complete
accompanying IRS Form W-9 or
IRS Form W-8, as applicable)
To be completed ONLY if Registered Notes or Restricted Notes not tendered are to be issued in the name of someone other than the registered holder of the Restricted Notes whose name(s) appear(s) above.
Issue: | ¨ Restricted Notes not tendered to: |
¨ Registered Notes to: |
Name(s): |
(Please Print)
Address: |
(Including Zip Code)
Daytime Area Code and Telephone No. |
Taxpayer Identification No.
SPECIAL
DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if Registered Notes or Restricted Notes not tendered are to be delivered to the registered holder(s) at an address other than that shown above.
Deliver: | ¨ Restricted Notes not tendered to: |
¨ Registered Notes to: |
Name(s): |
Address: |
(Including Zip Code)
Daytime Area Code and Telephone No. |
Taxpayer Identification No.
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFERS
1. Delivery of this Letter of Transmittal .
A holder of Restricted Notes may tender the same by (i) properly completing and signing this Letter of Transmittal and delivering the same, together with the Restricted Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date or (ii) complying with the procedure for book-entry transfer described below.
Holders of Restricted Notes may tender Restricted Notes by book-entry transfer by crediting the Restricted Notes to the Exchange Agent’s account at DTC in accordance with ATOP and by complying with applicable ATOP procedures with respect to the Exchange Offers. DTC participants that are accepting the Exchange Offers should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Restricted Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal or the DTC participant confirms on behalf of itself and the beneficial owners of such Restricted Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owners as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Delivery of the Agent’s Message by DTC will satisfy the terms of the Exchange Offers as to execution and delivery of a Letter of Transmittal by the participants identified in the Agent’s Message.
The method of delivery of this Letter of Transmittal, the Restricted Notes and any other required documents is at the election and risk of the holder, and except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If such delivery is by mail, it is suggested that registered mail with return receipt requested, properly insured, be used. In all cases, sufficient time should be allowed to permit timely delivery. No Restricted Notes or Letters of Transmittal should be sent to the Issuer. The Issuer reserves the right to reject any particular Restricted Note not properly tendered, or any acceptance that might, in the Issuer’s judgment, be unlawful. The Issuer also reserves the right to waive any defects or irregularities with respect to the form of, or procedures applicable to, the tender of any particular Restricted Note before the expiration date. Unless waived, any defects or irregularities in connection with tenders of Restricted Notes must be cured before the expiration date.
The Exchange Agent must receive the book-entry confirmation, together with this properly completed and duly executed Letter of Transmittal or Agent’s Message with any required signature guarantees and any other documents required by this Letter of Transmittal, prior to the Expiration Date, all as provided in the Prospectus.
No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of the Restricted Notes for exchange.
2. Partial Tenders (not applicable to holders that tender by book-entry transfer); Withdrawals.
If less than the entire principal amount of Restricted Notes is tendered, the tendering holder must fill in the aggregate principal amount of Restricted Notes tendered in the box entitled “Description of Restricted Notes Tendered Herewith.” All Restricted Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.
If not yet accepted, a tender pursuant to the Exchange Offers may be withdrawn prior to the Expiration Date.
9
To be effective with respect to the tender of Restricted Notes, a written notice of withdrawal must specify the name of the person who tendered the Restricted Notes to be withdrawn, identify the Restricted Notes to be withdrawn (including the principal amount of such Restricted Notes and, if applicable, the registration numbers and total principal amount of such Restricted Notes) and, where certificates for Restricted Notes have been transmitted, specify the name in which such Restricted Notes were registered if different from that of the withdrawing holder. Any such notice of withdrawal must also be signed by the person having tendered the Restricted Notes to be withdrawn in the same manner as the original signature on the letter of transmittal by which these Restricted Notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to permit the trustee for the Restricted Notes to register the transfer of these Restricted Notes into the name of the person having made the original tender and withdrawing the tender and, if applicable because the Restricted Notes have been tendered through the book-entry procedure, specify the name and number of the participant’s account at DTC to be credited if different than that of the person having tendered the Restricted Notes to be withdrawn.
If Restricted Notes have been delivered or otherwise identified to the Exchange Agent, then, prior to the release of such Restricted Notes, the withdrawing holder must also submit the serial numbers of the particular secucertificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Guarantor Institution (as defined below) unless such holder is an Eligible Guarantor Institution.
If Restricted Notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Restricted Notes and otherwise comply with the procedures of such facility. The Issuer will determine all questions as to the validity, form and eligibility (including time of receipt) of such notices, and the Issuer’s determination shall be final and binding on all parties. The Issuer will deem any Restricted Notes so withdrawn not to have been validly tendered for exchange for purposes of the Exchange Offers. Any Restricted Notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the holder (or, in the case of Restricted Notes tendered by book-entry transfer into the Exchange Agent’s account of DTC according to the procedures described above, such Restricted Notes will be credited to an account maintained with DTC for Restricted Notes) promptly after withdrawal, rejection of tender or termination of the Exchange Offers. Properly withdrawn Restricted Notes may be retendered by following one of the procedures described under “Procedures for Tendering the Restricted Notes” in the Prospectus at any time prior to the expiration time.
3. Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.
If this Letter of Transmittal is signed by the registered holder(s) of the Restricted Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Restricted Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.
If a number of Restricted Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Restricted Notes.
When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Restricted Notes) of Restricted Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required.
If this Letter of Transmittal is signed by a person other than the registered holder or holders of the Restricted Notes listed, such Restricted Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Issuer and duly executed by the registered holder, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the Restricted Notes.
If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuer, proper evidence satisfactory to the Issuer of their authority so to act must be submitted.
Endorsements on certificates or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Guarantor Institution.
10
Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Restricted Notes are tendered: (i) by a holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution. In the event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an Eligible Guarantor Institution which is a member of a firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Guarantor Institution”). If Restricted Notes are registered in the name of a person other than the signer of this Letter of Transmittal, the Restricted Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Issuer, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Guarantor Institution.
4. Special Issuance and Delivery Instructions.
Tendering holders should indicate, as applicable, the name and address to which the Restricted Notes not exchanged are to be issued or delivered, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification number of the person named must also be indicated and, as described in Instruction 8, a duly completed IRS Form W-9 or IRS Form W-8, as applicable, must be provided. Holders tendering Restricted Notes by book-entry transfer may request that Restricted Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.
5. Transfer Taxes
If Restricted Notes for principal amounts not tendered or accepted for exchange are to be registered or issued in the name of any person other than the registered holder of the Restricted Notes tendered, or if tendered Restricted Notes or Registered Notes are to be registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any other reason, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the applicable holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such applicable holder.
6. Waiver of Conditions.
The Issuer reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offers set forth in the Prospectus.
7. Taxpayer Information; IRS Form W-9; IRS Form W-8.
Under U.S. federal income tax law, a tendering holder whose Restricted Notes are accepted for exchange for Registered Notes may be subject to backup withholding on reportable payments made on the Registered Notes unless the holder provides the Exchange Agent, Issuer, or other payor with its correct taxpayer identification number (“TIN”) and certain other information on Internal Revenue Service (“IRS”) Form W-9, which is provided below, or otherwise establishes an exemption. If the Exchange Agent, Issuer or other payor is not provided with the correct TIN or an adequate basis for an exemption, a holder may be subject to a penalty imposed by the IRS, and backup withholding (currently, at a rate of 24%) may apply to any reportable payments on the Registered Notes made to such holder. Such reportable payments generally will be subject to information reporting, even if the Exchange Agent, Issuer or other payor is provided with a TIN. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will be reduced by the amount withheld. If withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely provided to the IRS.
To prevent backup withholding on reportable payments made on the Registered Notes, each holder that is a “United States person” for U.S. federal income tax purposes should provide a properly completed and executed IRS Form W-9. Please see the instructions to the enclosed IRS Form W-9 for further information.
Certain holders (including, among others, generally all corporations and certain non-U.S. persons) are not subject to backup withholding. Exempt U.S. holders may establish their exempt status on IRS Form W-9. A non-U.S. holder may qualify as an exempt recipient by submitting a properly completed IRS Form W-8BEN, Form W-8BEN-E, W-8ECI, W-8EXP or W-8IMY, as the case may be, signed under penalties of perjury, attesting to that holder’s exempt status. The applicable IRS Form W-8 can be obtained from the IRS website at www.irs.gov.
11
9. Requests for Assistance or Additional Copies.
Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offers, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number indicated above.
IMPORTANT: This Letter of Transmittal (together with Restricted Notes or confirmation of book-entry transfer and all other required documents) must be received by the Exchange Agent on or prior to the Expiration Date.
12
Exhibit 107
Calculation of Filing Fee Tables
Form S-4
(Form Type)
ConocoPhillips (Issuer)
ConocoPhillips Company (Guarantor)
(Exact Name of Registrants as Specified in Their Charters)
Table 1: Newly Registered and Carry Forward Securities
Security | Security | Fee | Amount to be | Proposed | Proposed Maximum | Fee | Amount of | Carry | Carry | Carry | Filing Fee | |||||||||||||||||||||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||||||||||||||||||||
Fees to Be Paid | Debt | 3.750% Senior Notes due 2027 | Rule 457(f) | $ | 981,172,000 | 100 | % | $ | 981,172,000 | $92.70 per million | $ | 90,954.64 | ||||||||||||||||||||||||||||||
Debt | Guarantee of the 3.750% Senior Notes due 2027 | Rule 457(n) | — | — | — | — | —(2) | |||||||||||||||||||||||||||||||||||
Debt | 4.300% Senior Notes due 2028 | Rule 457(f) | $ | 972,920,000 | 100 | % | $ | 972,920,000 | $92.70 per million | $ | 90,189.68 | |||||||||||||||||||||||||||||||
Debt | Guarantee of the 4.300% Senior Notes due 2028 | Rule 457(n) | — | — | — | — | —(2) | |||||||||||||||||||||||||||||||||||
Debt | 2.400% Senior Notes due 2031 | Rule 457(f) | $ | 489,351,000 | 100 | % | $ | 489,351,000 | $92.70 per million | $ | 45,362.84 | |||||||||||||||||||||||||||||||
Debt | Guarantee of the 2.400% Senior Notes due 2031 | Rule 457(n) | — | — | — | — | —(2) | |||||||||||||||||||||||||||||||||||
Debt | 4.875% Senior Notes due 2047 | Rule 457(f) | $ | 799,770,000 | 100 | % | $ | 799,770,000 | $92.70 per million | $ | 74,138.68 | |||||||||||||||||||||||||||||||
Debt | Guarantee of the 4.875% Senior Notes due 2047 | Rule 457(n) | — | — | — | — | —(2) | |||||||||||||||||||||||||||||||||||
Debt | 4.850% Senior Notes due 2048 | Rule 457(f) | $ | 589,822,000 | 100 | % | $ | 589,822,000 | $92.70 per million | $ | 54,676.50 | |||||||||||||||||||||||||||||||
Debt | Guarantee of the 4.850% Senior Notes due 2048 | Rule 457(n) | — | — | — | — | —(2) | |||||||||||||||||||||||||||||||||||
Fees Previously Paid | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||||||||||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Total Offering Amounts | $ | 3,833,035,000 | $ | 355,322.34 | ||||||||||||||||||||||||||||||||||||||
Total Fees Previously Paid | $ | 0 | ||||||||||||||||||||||||||||||||||||||||
Total Fee Offsets | $ | 0 | ||||||||||||||||||||||||||||||||||||||||
Net Fee Due | $ | 355,322.34 |
(1) Calculated pursuant to Rule 457(f) under the Securities Act of 1933, as amended.
(2) No separate consideration will be received for the guarantees, and pursuant to Rule 457(n) under the Securities Act, no additional registration fee is due for the guarantees.