Marathon Oil Corporation (NYSE:MRO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement
On July 24, 2017, Marathon Oil Corporation (the “Company”) completed the public offering of $1,000,000,000 aggregate principal amount of its 4.400% Senior Notes due 2027 (the “Notes”) under its registration statement on Form S-3 (No. 333-215733). The Notes were issued under an Indenture dated February 26, 2002 between the Company and The Bank of New York Mellon Trust Company, N.A., successor in interest to JPMorgan Chase Bank, as Trustee, relating to the Company’s senior debt securities (the “Indenture”). The Notes are unsecured, unsubordinated obligations of the Company and rank equally with all of its existing and future unsecured, unsubordinated indebtedness. The terms of the Notes (the "Terms of the Notes") were set forth in an officers’ certificate, dated July 24, 2017, delivered to the Indenture.
The Company will pay interest on the Notes on January 15 and July 15 of each year, beginning on January 15, 2018. The Notes will mature on July 15, 2027. The Company may redeem some or all of the Notes at any time at the redemption prices set forth in the Terms of the Notes.
Other material terms of the Notes are described in the prospectus supplement, dated July 13, 2017, as filed with the Securities and Exchange Commission on July 17, 2017. The foregoing summaries of the Terms of the Notes and the form of the Notes are qualified in their entirety by reference to the complete terms and conditions of the Indenture, the Terms of the Notes and the form of the Notes included therein, which are filed as Exhibit 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
An affiliate of one of the underwriters, BNY Mellon Capital Markets, LLC, is the Trustee for the Notes.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information provided in Item 1.01 is incorporated by reference.
Item 9.01. Financial Statements and Exhibits
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4.1 |
Indenture dated February 26, 2002 between Marathon Oil Corporation and The Bank of New York Mellon Trust Company, N.A., successor in interest to JPMorgan Chase Bank, as Trustee, relating to senior debt securities of Marathon Oil Corporation (incorporated by reference to Exhibit 4.2 to Marathon Oil Corporation’s Annual Report on Form 10-K filed February 28, 2014) |
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4.2 |
Terms of the 4.400% Senior Notes due 2027 |
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4.3 |
Form of Notes (included in Exhibit 4.2) |
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5.1 |
Opinion of Latham & Watkins LLP |
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23.1 |
Consent of Latham & Watkins LLP (included in Exhibit 5.1) |
MARATHON OIL CORP ExhibitEX-4.2 2 exhibit42mro-formx8xkjul24.htm EXHIBIT 4.2 Exhibit Exhibit 4.2MARATHON OIL CORPORATION 4.400% Senior Notes due 2027A series of Securities are hereby established pursuant to Section 3.01 of the Indenture dated as of February 26,…To view the full exhibit click here
About Marathon Oil Corporation (NYSE:MRO)
Marathon Oil Corporation is an exploration and production company with operations in North America, Europe and Africa. The Company operates through three segments: North America E&P segment, which explores for, produces and markets crude oil and condensate, natural gas liquids (NGLs) and natural gas in North America; International E&P segment , which explores for, produces and markets crude oil and condensate, NGLs and natural gas outside of North America, and produces and markets products manufactured from natural gas, such as liquefied natural gas (LNG) and methanol, in Equatorial Guinea, and Oil Sands Mining segment, which mines, extracts and transports bitumen from oil sands deposits in Alberta, Canada, and upgrades the bitumen to produce and market synthetic crude oil and vacuum gas oil. The Company holds working interest in the South, Central, North and West Brae fields, and working interest in the East Brae field.