Attached files
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| 8-K - MARATHON OIL CORPORATION FORM 8K DATED MARCH 22, 2010 DEBT TENDER OFFER - MARATHON OIL CORP | mroform8k2010march22.htm |
MARATHON ANNOUNCES CASH
TENDER OFFERS
HOUSTON, March 22, 2010 –
Marathon Oil Corporation (NYSE: MRO) announced today that it has commenced cash
tender offers for certain specified series of its outstanding debt.
The
tender offers consist of two separate offers: an Any and All Offer and a Dutch Auction Offer. Both
offers are made pursuant to an Offer to Purchase dated today
and a related Letter of
Transmittal, which set forth the terms and conditions of the tender
offers.
In the
Any and All Offer,
Marathon is offering to purchase any and all of its outstanding 9.375%
Debentures due 2012, 9.125% Debentures due 2013, 9.375% Debentures due 2022,
8.500% Debentures due 2023 and 8.125% Debentures due 2023, as listed in the
table below.
In the
Dutch Auction Offer,
Marathon is offering to purchase, under certain conditions, its outstanding
6.000% Senior Notes due 2017, 5.900% Senior Notes due 2018 and the 7.500%
Debentures due 2019, as listed in the table below.
|
Title
of Security
|
CUSIP
Numbers
|
Principal
Amount Outstanding
|
Reference
U.S. Treasury Security
|
Bloomberg
Reference Page
|
Fixed
Spread/ Base Spread (basis points)
|
Premium
Range
(basis points)*
|
Early
Tender Premium
|
|
Any and All Offer
|
|||||||
|
9.375%
Debentures due 2012
|
902905AK4
|
$87,274,000
|
0.875%
U.S. Treasury Note due 02/2012
|
PX4
|
55
|
N/A
|
N/A
|
|
9.125%
Debentures due 2013
|
902905AM0
|
$173,852,000
|
1.375%
U.S. Treasury Note due 03/2013
|
PX5
|
65
|
N/A
|
N/A
|
|
9.375%
Debentures due 2022
|
902905AL2
|
$65,360,000
|
3.625%
U.S. Treasury Note due 02/2020
|
PX7
|
130
|
N/A
|
N/A
|
|
8.500%
Debentures due 2023
|
902905AN8
|
$116,344,000
|
3.625%
U.S. Treasury Note due 02/2020
|
PX7
|
130
|
N/A
|
N/A
|
|
8.125%
Debentures due 2023
|
902905AQ1
|
$172,123,000
|
3.625%
U.S. Treasury Note due 02/2020
|
PX7
|
130
|
N/A
|
N/A
|
|
Dutch Auction Offer
|
|||||||
|
6.000%
Senior Notes due 2017
|
565849AD8
|
$750,000,000
|
3.625%
U.S. Treasury Note due 02/2020
|
PX7
|
105
|
1
to 15
|
$30
|
|
5.900%
Senior Notes due 2018
|
565849AF3
|
$1,000,000,000
|
3.625%
U.S. Treasury Note due 02/2020
|
PX7
|
110
|
1
to 15
|
$30
|
|
7.500%
Debentures due 2019
|
565849AH9
|
$800,000,000
|
3.625%
U.S. Treasury Note due 02/2020
|
PX7
|
135
|
1
to 15
|
$30
|
* The
premium range is for holders specifying a premium. Holders who
tender their Notes without specifying a premium will be deemed to have specified
a premium of zero basis points.
The
principal amount of debt to be purchased in the Dutch Auction Offer will be
equal to the difference between $500 million and the principal amount of debt
purchased through the Any and
All Offer (the “Tender Cap”). The amounts of each series of debt that are
purchased in the Dutch Auction
Offer may be prorated as set forth in the Offer to Purchase. Neither
offer is conditioned upon any minimum amount of notes being tendered or the
consummation of the other offer. Each offer may be amended, extended or
terminated separately. As of the date of the Offer to Purchase, the
aggregate outstanding principal amount of the notes subject to the Any and All Offer is
approximately $615 million, and the aggregate outstanding principal amount of
the notes subject to the Dutch
Auction Offer is $2.550 billion.
The Any and All Offer will expire
at 5:00 p.m. EDT on April 1, 2010, unless extended. Holders of notes subject to
the Any and All Offer
must validly tender and not validly withdraw their notes before 5:00 p.m. EDT on
the Any and All Offer
expiration date to be eligible to receive the Any and All Offer Total
Consideration.
The Dutch Auction Offer will
expire at 5:00 p.m. EDT on April 19, 2010, unless extended. Holders of notes
subject to the Dutch Auction
Offer must validly tender and not validly withdraw their notes before
5:00 p.m. EDT on April 1, 2010, unless extended, to be eligible to receive the
applicable Dutch Auction Offer Total Consideration, which includes an Early
Tender Premium of $30 per $1,000 principal amount of notes accepted for purchase
pursuant to the Dutch Auction
Offer. Holders of notes subject to the Dutch Auction Offer who
validly tender their notes after April 1, 2010 (the “Early Tender Date”) will
only be eligible to receive an amount equal to the applicable Dutch Auction
Offer Total Consideration minus the Early Tender Premium.
Notes
subject to the Any and All
Offer may be validly withdrawn at any time before 5:00 p.m. EDT on April
1, 2010, unless extended. Notes subject to the Dutch Auction Offer tendered
before the Early Tender Date may be validly withdrawn at any time before 5:00
p.m. EDT on the Early Tender Date, but not thereafter unless otherwise required
by applicable law. Notes subject to the Dutch Auction Offer tendered
after the Early Tender Date may not be validly withdrawn, unless otherwise
required by applicable law.
The Any
and All Offer Total Consideration for each series per each $1,000 principal
amount of notes validly tendered and accepted for payment pursuant to the Any and All Offer will be
determined in the manner described in the Offer to Purchase by
reference to the applicable fixed spread specified for the series over the yield
based on the bid side price of the applicable U.S. Treasury Security specified
for each series of notes subject to the Any and All Offer as
displayed on the applicable Bloomberg Reference Pages specified in the table
above, as calculated by the Dealer Managers, J.P. Morgan Securities Inc. and
Goldman, Sachs & Co., at 2:00 p.m. EDT on March 30, 2010. Holders whose
notes are purchased pursuant to the Any and All Offer will also
receive accrued and unpaid interest thereon from the applicable last interest
payment date up to, but not including, the Any and All Offer Settlement Date,
which is expected to be April 6, 2010, unless the Any and all Offer is
extended. The fixed spread and reference U.S. Treasury Security for each series
are listed in the table above.
The Dutch
Auction Offer Total Consideration for each series per each $1,000 principal
amount of notes validly tendered and accepted for payment pursuant to the Dutch Auction Offer will be
determined in the manner described in the Offer to Purchase by
reference to a base spread specified for the series minus a premium that is not
less than one basis point or greater than 15 basis points, as determined by the
modified “Dutch Auction” procedure described in the Offer to Purchase for the
series over the yield based on the bid side price of the applicable reference
U.S. Treasury Security specified for each series of notes subject to the Dutch Auction Offer as
displayed on the applicable Bloomberg Reference Pages specified in the table
above, as calculated by the Dealer Managers at 2:00 p.m. EDT on March 30, 2010.
Holders whose notes are purchased pursuant to the Dutch Auction Offer will also
receive accrued and unpaid interest thereon from the applicable last interest
payment date up to, but not including, the Dutch Auction Offer Settlement Date,
which is expected to be April 21, 2010, unless the Dutch Auction Offer is
extended. The base spread and U.S. Treasury Security for each series are listed
in the table above.
Under the
modified “Dutch Auction” procedure, Marathon will accept notes validly tendered
in the order of lowest to highest premiums specified by the Holders and will
select the single lowest premium that will enable Marathon to purchase notes in
the Dutch Auction Offer
in an aggregate principal amount up to the Tender Cap. Holders who tender their
notes without specifying a premium will be deemed to have specified a premium of
zero basis points.
The Offer to Purchase and related
Letter of Transmittal
also address certain U.S. federal income tax issues. Holders should
seek their own advice based on their particular circumstances from an
independent tax advisor.
Marathon
has retained J.P. Morgan Securities Inc. and Goldman, Sachs & Co. to serve
as the Dealer Managers. J.P. Morgan Securities Inc. may be contacted
at (866) 834-4666 (toll free) or (212) 834-3424 (collect) and Goldman, Sachs
& Co. may be contacted at (800) 828-3182 (toll free) or (212) 902-5128
(collect). Marathon has also retained Global Bondholder Services
Corporation to serve as the Depositary and Information Agent for the tender
offers.
This
press release is not a tender offer to purchase or a solicitation of acceptance
of a tender offer, which may be made only pursuant to the terms of the Offer to Purchase and the
Letter of
Transmittal. In any jurisdiction where the laws require the
tender offer to be made by a licensed broker or dealer, the tender offer will be
deemed made on behalf of Marathon by J.P. Morgan Securities Inc. and Goldman,
Sachs & Co., or one or more registered brokers or dealers under the laws of
such jurisdiction.
Any
questions or requests for assistance or additional copies of the Offer to Purchase and the
Letter of Transmittal
may be directed to Global Bondholder Services Corporation by phone at (866)
873-7700, or in writing at 65 Broadway - Suite 723, New York, NY, 10006,
Attention: Corporate Actions. You may also contact your broker,
dealer, commercial bank or trust company or other nominee for assistance
concerning the Offers.
# #
#
This
release contains forward-looking statements with respect to the timing and
principal amount of debt to be purchased in two separate cash tender offers,
including certain terms and conditions of the offers. Although Marathon
believes that the expectations contained in this release are based on
reasonable assumptions, no assurance can be given that such expectations will
prove to have been correct. Actual results may differ materially from the
anticipated results or expectations expressed in this release. In
accordance with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, Marathon Oil Corporation has included in its
Annual Report on Form 10-K for the year ended December 31, 2009, cautionary
language identifying important factors, though not necessarily all such
factors, that could cause future outcomes to differ materially from those set
forth in the forward-looking statements.
|
Media
Relations Contacts:
|
Lee
Warren
|
713-296-4103
|
|
John
Porretto
|
713-296-4102
|
|
|
Investor
Relations Contacts:
|
Howard
Thill
|
713-296-4140
|
|
Chris
Phillips
|
713-296-3213
|