Marathon Oil Corporation (NYSE:MRO) Files An 8-K Entry into a Material Definitive Agreement

Marathon Oil Corporation (NYSE:MRO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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On July 13, 2017, Marathon Oil Corporation (“MRO” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), by and among the Company, J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein, to which it agreed to offer to the public $1,000,000,000 aggregate principal amount of its 4.40% Senior Notes due 2027 (the “Notes”) under its automatic shelf registration statement on Form S-3 (No. 333-215733), which was filed and deemed automatically effective by the Securities and Exchange Commission on January 25, 2017. The aggregate proceeds from the offerings, net of initial purchasers’ discounts and offering expenses, will be used to redeem in full the Company's 6.0% Senior Notes due 2017, 5.90% Senior Notes due 2018 and 7.50% Senior Notes due 2019. If we do not redeem all of these notes or the aggregate amount redeemed is less than the net proceeds of this offering, we will use the remainder of those proceeds for general corporate purposes. Pending any specific application, the Company may initially invest funds in short-term marketable securities or apply them to the reduction of short-term indebtedness.

The Underwriting Agreement contains customary representations, warranties and agreements of the Company and other customary obligations of the parties and termination provisions. The Underwriting Agreement also provides for the indemnification by the Company of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The closing of the sale of the Notes is expected to occur on July 24, 2017, subject to customary closing conditions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.


Some of the underwriters and their affiliates have, from time to time, performed various investment or commercial banking, financial advisory and lending services, including serving as counterparties to certain derivative and hedging arrangements, for the Company in the ordinary course of business for which they have received customary fees and expenses. Some of the underwriters or affiliates of some of the underwriters are lenders under some of the Company's credit facilities and an affiliate of an underwriter will act as 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 herein by reference.

Item 9.01 Financial Statements and Exhibits.


Underwriting Agreement by and among Marathon Oil Corporation, J.P. Morgan Securities LLC and Citigroup Global Markets Inc., dated July 13, 2017.


Press Release issued by Marathon Oil Corporation, dated July 13, 2017.

EX-1.1 2 exhibit11july2017underwrit.htm EXHIBIT 1.1 Exhibit Exhibit 1.1EXECUTION VERSIONMARATHON OIL CORPORATION DEBT SECURITIES Underwriting AgreementJuly 13,…
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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.

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