UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
On March 8, 2022, ConocoPhillips (“COP”) issued press releases announcing the following:
| · | the early tender results, upsizing and pricing terms of the previously announced cash tender offer to purchase certain notes issued by COP and Concho Resources Inc., and |
| · | the early tender results and pricing terms of the previously announced private offers to exchange (i) 6.50% Notes due 2039 and 5.90% Notes due 2038, each issued by COP, 5.95% Notes due 2036 issued by Burlington Resources LLC (“Burlington”), and 5.95% Notes due 2046 issued by ConocoPhillips Company (“CPCo”) for a combination of up to $2.0 billion in aggregate principal amount of new notes due 2062 issued by CPCo and cash and (ii) 6.95% Notes due 2029 and 7.00% Notes due 2029, each issued by CPCo, 7.40% Notes due 2031 and 7.20% Notes due 2031, each issued by Burlington, and 7.25% Notes due 2031 issued by Burlington Resources Oil & Gas Company LP for a combination of up to $1.0 billion in aggregate principal amount of new notes due 2042 issued by CPCo and cash. |
Copies of these press releases are filed as Exhibits 99.1, 99.2, 99.3 and 99.4 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release issued by ConocoPhillips on March 8, 2022 | |
| 99.2 | Press release issued by ConocoPhillips on March 8, 2022 | |
| 99.3 | Press release issued by ConocoPhillips on March 8, 2022 | |
| 99.4 | Press release issued by ConocoPhillips on March 8, 2022 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and filed herewith) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONOCOPHILLIPS | |||
| Date: | March 8, 2022 | By: | /s/ Andrew M. O’Brien |
| Name: | Andrew M. O’Brien | ||
| Title: | Vice President and Treasurer | ||