ConocoPhillips (NYSE:COP) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of
Assets.
On May17, 2017 (the Closing), ConocoPhillips (the Company)
completed its previously announced sale to Cenovus Energy Inc.
(Cenovus) of the Companys 50 percent non-operated interest in the
FCCL Partnership, the owner of the Foster Creek, Christina Lake
and Narrows Lake oil sands projects in northeast Alberta (FCCL),
as well as the majority of the Companys western Canada gas assets
(collectively called the WCBU Assets). The sale was completed to
a Purchase and Sale Agreement with Cenovus, as amended as of
May16, 2017, which is included as Exhibits 2.1 and 2.2 hereto and
incorporated herein by reference.
Total consideration received by the Company for the transaction
was comprised of $12.4 billion in cash (after a downward
adjustment of $600 million for amounts withheld and escrowed
relating to certain environmental claims pending future
resolution offset by an upward adjustment of $426 million for the
return of cash from FCCL and other customary adjustments) and
208,000,000 common shares issued by Cenovus (Share
Consideration). Additionally, for each quarter in the five years
following the Closing in which the average quarterly Western
Canadian Select (WCS) crude price exceeds CA$52.00 per barrel,
Cenovus will make contingent payments to the Company in an amount
equal to CA$6 million multiplied by the amount that the average
quarterly WCS crude price exceeds CA$52.00 per barrel. The
calculation includes an adjustment mechanism related to
significant outages which may reduce the amount of the contingent
payment. The contingent payments are uncapped.
In Canada, the Company has retained its operated 50 percent
interest in the Surmont oil sands joint venture and its 100
percent operated interest in the Blueberry-Montney unconventional
acreage position.
Item 7.01 Regulation FD.
On May17, 2017, the Company issued a press release announcing
completion of the previously announced disposition of FCCL and
the WCBU Assets. A copy of the press release is furnished as
Exhibit99.2 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and
Exhibits.
(b)Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial
statements of ConocoPhillips have been derived from the Companys
historical consolidated financial statements and are being
presented to give effect to the disposition of FCCL and the WCBU
Assets. The unaudited pro forma condensed consolidated balance
sheet of ConocoPhillips as of March31, 2017, and the unaudited
pro forma condensed consolidated income statements of
ConocoPhillips for the three months ended March31, 2017 and the
year ended December31, 2016, and the related notes thereto, are
furnished as Exhibit99.1 to this Current Report on Form8-K.
(d)Exhibits
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2.1 |
Purchase and Sale Agreement, dated March29, 2017, by and |
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2.2 |
Asset Purchase and Sale Agreement Amending Agreement, |
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99.1 |
Unaudited pro forma condensed consolidated financial |
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99.2 |
Press Release issued by ConocoPhillips on May17, 2017. |
* ConocoPhillips has previously requested confidential
treatment for certain portions of this exhibit to Rule24b-2
under the Securities Exchange Act of 1934, as amended. These
portions have been omitted from the exhibit and submitted
separately to the SEC.
The schedules to this exhibit have been omitted to Item
601(b)(2)of Regulation S-K. ConocoPhillips agrees to furnish a
copy of any schedule omitted from this exhibit to the SEC upon
request.
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.
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CONOCOPHILLIPS |
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/s/ Glenda M. Schwarz |
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Glenda M. Schwarz |
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Vice President and Controller |
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May18, 2017 |
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EXHIBITINDEX
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Exhibit |
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No. |
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Description |
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2.1 |
Purchase and Sale Agreement, dated March29, 2017, by and |
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2.2 |
Asset Purchase and Sale Agreement Amending Agreement, |
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99.1 |
Unaudited pro forma condensed consolidated financial |
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99.2 |
Press Release issued by ConocoPhillips on May17, 2017. |
* ConocoPhillips has previously requested confidential
treatment for certain portions of this exhibit to Rule24b-2
under the Securities Exchange Act of 1934, as amended. These
portions have been omitted from the exhibit and submitted
separately to the SEC.
The schedules to this exhibit have been omitted
About ConocoPhillips (NYSE:COP)
ConocoPhillips (ConocoPhillips) is an independent exploration and production company. The Company explores for, produces, transports and markets crude oil, bitumen, natural gas and liquefied natural gas (LNG). The Company operates through six operating segments, which are primarily defined by geographic region: Alaska; Lower 48; Canada; Europe and North Africa; Asia Pacific and Middle East, and Other International. The Company’s continuing operations are producing in the United States, Norway, the United Kingdom, Canada, Australia, Timor-Leste, Indonesia, China, Malaysia and Qatar. The Company’s portfolio includes North American unconventional assets and oil sands assets in Canada; assets in North America, Europe, Asia and Australia; several international developments, and an inventory of global conventional and unconventional exploration prospects. ConocoPhillips (NYSE:COP) Recent Trading Information
ConocoPhillips (NYSE:COP) closed its last trading session up +0.34 at 46.75 with 7,512,809 shares trading hands.