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ConocoPhillips Announces Extension of the Expiration Date for Exchange Offers and Consent Solicitations

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ConocoPhillips (NYSE: COP) today announced the extension of the expiration date of the offers to eligible holders to exchange (each, an “Exchange Offer” and collectively, the “Exchange Offers”) any and all outstanding notes issued by Concho Resources Inc. (“Concho”) as set forth in the table below (the “Existing Concho Notes”) for (1) up to $3,900,000,000 aggregate principal amount of new notes to be issued by ConocoPhillips and fully and unconditionally guaranteed by ConocoPhillips Company (the “New ConocoPhillips Notes”) and (2) cash, and related consent solicitations by Concho (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain proposed amendments to each of the indentures governing the Existing Concho Notes (the “Proposed Amendments”). ConocoPhillips hereby extends such expiration date from 5:00 p.m., New York City time, on Jan. 15, 2021, to 5:00 p.m., New York City time, on Feb. 4, 2021 (as the same may be further extended, the “Expiration Date”).

On Dec. 18, 2020 (the “Early Tender Date”), requisite consents with respect to each series of Existing Concho Notes were received and a supplemental indenture was executed, amending certain provisions of the indentures governing the Existing Concho Notes to eliminate certain of the covenants, restrictive provisions, events of default and the requirement for certain subsidiaries of Concho to make guarantees in the future. Such supplemental indenture will only become operative upon the settlement date of the Exchange Offers.

The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated Dec. 7, 2020 (the “Offering Memorandum and Consent Solicitation Statement”), as amended by the press release dated Dec. 21, 2020 and as amended hereby, and are conditioned upon the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of Oct. 18, 2020 (as it may be amended from time to time, the “Merger Agreement”), among ConocoPhillips, Falcon Merger Sub Corp., a wholly owned subsidiary of ConocoPhillips (“Merger Sub”), and Concho, pursuant to which Merger Sub will merge with and into Concho (the “Merger”) with Concho surviving the Merger as a wholly owned subsidiary of ConocoPhillips. Each Exchange Offer and Consent Solicitation is conditioned upon the completion of the other Exchange Offers and Consent Solicitations, although ConocoPhillips may waive such condition at any time with respect to an Exchange Offer. Any waiver of a condition by ConocoPhillips with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation.

Withdrawal rights for the Exchange Offers and Consent Solicitations expired as of the Early Tender Date. The settlement date will be promptly after the Expiration Date and is expected to be within two business days after the Expiration Date.

Except as described in this press release, all other terms and conditions of the Exchange Offers and Consent Solicitations remain unchanged.

As of 5:00 p.m., New York City time, on Jan. 14, 2021, the principal amounts of Existing Concho Notes set forth in the table below had been validly tendered and not validly withdrawn:

Title of Series of Existing
Concho Notes

CUSIP Number

Aggregate Principal
Amount Outstanding

Existing Concho Notes
Tendered as of 5:00 p.m.,
New York City time,
on Jan. 14, 2021

Principal Amount

Percentage

3.750% Senior Notes due 2027

20605PAH4

$1,000,000,000

$979,236,000

97.92%

4.300% Senior Notes due 2028

20605PAK7

$1,000,000,000

$970,281,000

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ConocoPhillips Company is an American multinational corporation engaged in hydrocarbon exploration and production. It is based in the Energy Corridor district of Houston, Texas.