v3.20.2
Announced Acquisition of Concho Resources Inc
9 Months Ended
Sep. 30, 2020
Announced Acquisition of Concho Resources Inc. [Abstract]  
Announced Acquisition of Concho Resources Inc.
Note 22—Announced Acquisition of Concho
 
Resources Inc.
 
 
On
October 19, 2020
, we announced a definitive agreement (the
 
Merger Agreement) to acquire
Concho
Resources Inc.
 
(Concho) in an all-stock transaction valued
 
at $
9.7
 
billion based upon closing share prices on
October 16, 2020.
 
Under the terms of the transaction,
 
which has been unanimously approved by the board
 
of
directors of each company, each share of Concho common stock will
 
be exchanged for a fixed ratio of
1.46
shares of ConocoPhillips common stock.
 
We will also assume the debt balances of Concho, which were
approximately $
3.9
 
billion at September 30, 2020.
 
 
The transaction is anticipated to close in the first
 
quarter of 2021, subject to the approval
 
of both
ConocoPhillips and Concho shareholders,
 
regulatory clearance, and other customary
 
closing conditions.
 
If the
Merger Agreement is terminated under certain circumstances,
 
we may be required to pay a termination fee of
$
450
 
million, including if the proposed Merger is terminated
 
because our board of directors has changed its
recommendation in respect of the stockholder
 
proposal relating to the Merger.
 
In addition, we may be required
to reimburse Concho for its expenses in an amount
 
equal to $
142.5
 
million if the Merger Agreement is
terminated because of a failure of our stockholders
 
to approve the stockholder proposal.
 
See Item 1A. “Risk
Factors” for further discussion of risks related
 
to the Concho acquisition.