Press Release
May 29, 2024

Marathon Oil Corporation to be Acquired by ConocoPhillips in an All-Stock Transaction Valued at $22.5 Billion

Goodwin’s Public M&A team advised Morgan Stanley & Co. LLC as financial advisor to Marathon Oil Corporation (NYSE: MRO) in its definitive agreement to be acquired by ConocoPhillips (NYSE: COP) in an all-stock transaction with an enterprise value of $22.5 billion, inclusive of $5.4 billion of net debt. 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, representing a 14.7% premium to the closing share price of Marathon Oil on May 28, 2024, and a 16.0% premium to the prior 10-day volume-weighted average price.

The transaction is subject to the approval of Marathon Oil stockholders, regulatory clearance and other customary closing conditions. The transaction is expected to close in the fourth quarter of 2024.

ConocoPhillips is one of the world’s leading exploration and production companies based on both production and reserves, with a globally diversified asset portfolio. Headquartered in Houston, Texas, ConocoPhillips had operations and activities in 13 countries, $95 billion of total assets, and approximately 10,000 employees at March 31, 2024. Production averaged 1,902 MBOED for the three months ended March 31, 2024, and proved reserves were 6.8 BBOE as of Dec. 31, 2023.

Marathon Oil (NYSE: MRO) is an independent oil and gas exploration and production (E&P) company focused on four of the most competitive resource plays in the U.S. - Eagle Ford, Texas; Bakken, North Dakota; Permian in New Mexico and Texas, and STACK and SCOOP in Oklahoma, complemented by a world-class integrated gas business in Equatorial Guinea. The company's Framework for Success is founded in a strong balance sheet, ESG excellence and the competitive advantages of a high-quality multi-basin portfolio.

The Goodwin team was led by Rob Masella and Mike Patrone and included Deborah Birnbach, Amanda Gill, Christina Louise Ademola, Wei Xu and Will Stanton.

For additional details on the acquisition, please read Marathon Oil’s press release and coverage in The New York Times, CNBC and The Wall Street Journal.