ConocoPhillips completed the acquisition of Concho Resources Inc..
The completion of the Merger is subject to satisfaction or waiver of certain customary mutual closing conditions, including, regulatory approvals, the receipt of the required approvals from ConocoPhillips stockholders and Concho stockholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, 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 and the authorization for listing of ConocoPhillips common stock to be issued in connection with the Merger on the NYSE. The transaction is unanimously approved by the boards of ConocoPhillips and Concho Resources. As on November 30, 2020, the waiting period under the HSR Act has expired. The ConocoPhillips board of directors unanimously approved the transaction and recommends that its shareholders vote "FOR" the transaction.
The transaction is expected to close in first quarter of 2021 and is expected to be Accretive on Consensus Key Financial Metrics including earnings, free cash flow and free cash flow yield. As on December 7, 2020, ConocoPhillips and Concho shareholders are invited to virtually attend a special meeting of stockholders on January 15, 2021, at 9:00 a.m. to consider and vote upon a proposal to adopt the merger agreement and a non-binding advisory proposal to approve certain compensation that may be paid or become payable to Concho's named executive officers that is based on or otherwise relates to the merger.
Goldman Sachs & Co. LLC is serving as exclusive financial advisor and fairness opinion provider to ConocoPhillips, and Andrew R. Brownstein, Gregory E. Ostling and Zachary S. Podolsky of Wachtell, Lipton, Rosen & Katz is serving as ConocoPhillips' legal advisors. Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC are acting as financial advisors and provided fairness opinion to Concho. John E. Estes, Matthew M. Friestedt, Steven L. Holley, Krishna Veeraraghavan and S. Eric Wang of Sullivan & Cromwell LLP is acting as legal advisors to Concho. Alston & Bird LLP acted as legal advisor for the financial advisors- Credit Suisse and J.P. Morgan Securities. Morrow & Co., LLC acted as information agent to ConocoPhillips and will receive a fee of $35,000 for its services. MacKenzie Partners, Inc. acted as information agent to Concho and will receive a fee of $100,000 for its services. Goldman Sachs & Co. LLC will receive a fee of $30 million of which $1.5 million will be payable upon the delivery of fairness opinion. J.P. Morgan Securities LLC will receive a fee of $25 million, of which $2 million will be payable on the delivery of the fairness opinion. Credit Suisse Securities (USA) LLC will a receive a fee of $25 million of which $2 million will be payable upon the delivery of the fairness opinion.
ConocoPhillips (NYSE:COP) completed the acquisition of Concho Resources Inc. (NYSE:CXO) on January 15, 2021. The shareholders of ConocoPhillips and Concho Resources approved the transaction.