ConocoPhillips (NYSE:COP) entered into a definitive agreement to acquire Marathon Oil Corporation (NYSE:MRO) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), State Street Corporation (NYSE:STT), Invesco Ltd. (NYSE:IVZ) and others for $17.2 billion May 28, 2024. 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. Upon termination of the Merger Agreement under specified circumstances, Marathon would be required to pay ConocoPhillips a termination fee of $557 million. The ConocoPhillips Center in Houston will remain the company?s headquarters.

The completion of the Merger is subject to satisfaction or waiver of certain customary mutual closing conditions, including the receipt of the required approvals from Marathon stockholders; the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the ?HSR Act?); certain other specified regulatory approvals having been obtained; the effectiveness of the registration statement on Form S-4 to be filed by ConocoPhillips pursuant to which the shares of ConocoPhillips common stock to be issued in connection with the Merger are registered with the Securities and Exchange Commission (the ?SEC?); the authorization for listing of ConocoPhillips common stock to be issued in connection with the Merger on the NYSE. Transaction has been unanimously approved by the board of directors of ConocoPhillips and Marathon Oil. On July 11, 2024, Marathon Oil and ConocoPhillips each received a request for additional information and documentary materials (together, the ?Second Request?) from the Federal Trade Commission (the ?FTC?) in connection with the FTC?s review of the Merger. Issuance of the Second Request extends the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended until 30 days after Marathon Oil and ConocoPhillips have substantially complied with the Second Request, unless that period is terminated sooner by the FTC. The SEC declared the Registration Statement effective on July 26, 2024. The transaction is expected to close in the fourth quarter of 2024. Acquisition is immediately accretive to ConocoPhillips on earnings, cash from operations, free cash flow and return of capital per share to shareholders. As of August 29, 2024, Marathon Oil Corporation's shareholder approved the merger.

Evercore is serving as ConocoPhillips? financial advisor and Gregory E. Ostling and Zachary S. Podolsky of Wachtell, Lipton, Rosen & Katz serving as ConocoPhillips? legal advisor for the transaction. Morgan Stanley & Co. LLC is serving as Marathon Oil?s financial advisor and Sean T. Wheeler, Debbie P. Yee, Camille E. Walker, Rachael Lichman; Julian Seiguer, Atma Kabad, David Wheat, Bill Dong, Ian John, Chuck Boyars, Thomas Wilson, Athina Van Melkebeke, Rob Fowler and Stephanie Jeane of Kirkland & Ellis LLP acted as Marathon Oil?s legal advisor for the transaction. Morgan Stanley & Co. LLC acted as fairness opinion provider to the board of Marathon Oil. Rob Masella, Mike Patrone, Deborah Birnbach, Amanda Gill, Christina Louise, Ademola, Wei Xu and Will Stanton of Goodwin Procter LLP acted as legal advisor to Morgan Stanley & Co. LLC. Marathon Oil has retained the Marathon Oil proxy solicitor to assist in the solicitation process. Marathon Oil will pay the Marathon Oil proxy solicitor a fee of $50,000, plus reasonable out-of-pocket expenses and fees for any additional services. Computershare Shareowner Services LLC acted as transfer agent for ConocoPhillips. Computershare Trust Company, National Association acted as transfer agent for Marathon. Marathon Oil has agreed to pay Morgan Stanley for its services in connection with the merger an aggregate fee of approximately $42 million, $2.5 million of which was payable upon the rendering of a financial opinion to the Marathon Oil board, which will be credited against the Morgan Stanley Transaction Fee payable if the Merger is consummated. Kirkland & Ellis LLP and Morgan Stanley & Co. LLC acted as due diligence providers to Marathon Oil. Wachtell, Lipton, Rosen & Katz LLP acted as due diligence provider to ConocoPhillips.

ConocoPhillips (NYSE:COP) completed the acquisition of Marathon Oil Corporation (NYSE:MRO) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), State Street Corporation (NYSE:STT), Invesco Ltd. (NYSE:IVZ) and others on November 22, 2024. Following Marathon?s and ConocoPhillips? certifications of substantial compliance, the waiting period under the HSR Act expired on November 20, 2024.