Attached files
| file | filename |
|---|---|
| 8-K - MARATHON OIL CORPORATION APRIL 6, 2010 FORM 8-K - MARATHON OIL CORP | form8k-2010april6.htm |
Exhibit
99.1
MARATHON ANNOUNCES
RESULTS
FOR ITS ANY AND ALL CASH
TENDER OFFER
AND MAXIMUM AMOUNT TO BE
PURCHASED IN DUTCH AUCTION OFFER
HOUSTON, April 1, 2010 –
Marathon Oil Corporation (NYSE: MRO) announced today that approximately
$213,906,000 in aggregate principal amount of notes were tendered prior to 5:00
p.m. EDT on April 1, 2010, the Any and All Offer expiration
date, pursuant to its previously announced cash tender offer for any and all of
the 9.375% Debentures due 2012, 9.125% Debentures due 2013, 9.375% Debentures
due 2022, 8.500% Debentures due 2023 and 8.125% Debentures due
2023.
In
the Any and All Offer,
according to information provided by Global Bondholder Services Corporation, the
Depositary for the offers, $213,906,000 in aggregate principal amount of notes
were validly tendered and not validly withdrawn prior to the expiration of the
offer at 5:00 p.m. EDT on April 1, 2010, as more fully set forth below. Marathon
has accepted for payment all notes validly tendered and not validly withdrawn in
the Any and All Offer
and expects to make payment for the notes in same-day funds on April 6,
2010.
|
Title
of Security
|
CUSIP
Numbers
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Principal
Amount Outstanding
|
Principal
Amount Tendered
|
Percentage
of Outstanding Amount Tendered
|
|
Any and All Offer
|
||||
|
9.375%
Debentures due 2010
|
902905AK4
|
$87,274,000
|
34,085,000
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39.06%
|
|
9.125%
Debentures due 2013
|
902905AM0
|
$173,582,000
|
59,972,000
|
34.50%
|
|
9.375%
Debentures due 2022
|
902905AL2
|
$65,360,000
|
32,959,000
|
50.43%
|
|
8.500%
Debentures due 2023
|
902905AN8
|
$116,344,000
|
45,984,000
|
39.52%
|
|
8.125%
Debentures due 2023
|
902905AQ1
|
$172,123,000
|
40,906,000
|
23.77%
|
Marathon
has set the maximum principal amount of debt to be purchased pursuant to the
Dutch Auction Offer as $286,094,000. Such maximum amount is equal to the
difference between $500 million and the principal amount of debt purchased
through the Any and All
Offer. The amounts of each series of debt that are purchased in the Dutch Auction Offer may be
prorated as set forth in the Offer to
Purchase.
The
Dutch Auction Offer
will expire at 5:00 p.m. EDT on April 19, 2010, unless extended. Holders of
notes subject to the Dutch
Auction Offer must have validly tendered and not validly withdrawn their
notes before 5:00 p.m. EDT on April 1, 2010, to be eligible to receive the
applicable Dutch Auction Offer Total Consideration, which includes an Early
Tender Premium of $30 per $1,000 principal amount of notes accepted for purchase
pursuant to the Dutch Auction
Offer. Holders of notes subject to the Dutch Auction Offer who
validly tender their notes after April 1, 2010 (the “Early Tender Date”) will
only be eligible to receive an amount equal to the applicable Dutch Auction
Offer Tender Consideration, which is equal to the Dutch Auction Offer Total
Consideration minus the Early Tender Premium.
Marathon
has retained J.P. Morgan Securities Inc. and Goldman, Sachs & Co. to serve
as the Dealer Managers. J.P. Morgan Securities Inc. may be contacted
at (866) 834-4666 (toll free) or (212) 834-3424 (collect) and Goldman, Sachs
& Co. may be contacted at (800) 828-3182 (toll free) or (212) 902-5128
(collect). Marathon has also retained Global Bondholder Services
Corporation to serve as the Depositary and Information Agent for the tender
offers.
Any
questions or requests for assistance or additional copies of the Offer to Purchase and the
Letter of Transmittal
may be directed to Global Bondholder Services Corporation by phone at (866)
873-7700, or in writing at 65 Broadway - Suite 404, New York, NY, 10006,
Attention: Corporate Actions. You may also contact your broker,
dealer, commercial bank or trust company or other nominee for assistance
concerning the Offers.
This
press release is not a tender offer to purchase or a solicitation of acceptance
of a tender offer, which may be made only pursuant to the terms of the Offer to Purchase and the
Letter of
Transmittal. In any jurisdiction where the laws require the
tender offer to be made by a licensed broker or dealer, the tender offer will be
deemed made on behalf of Marathon by J.P. Morgan Securities Inc. and Goldman,
Sachs & Co., or one or more registered brokers or dealers under the laws of
such jurisdiction.
#
# #
This
release contains forward-looking statements with respect to the timing and
principal amount of debt to be purchased in the offers, including certain terms
and conditions of the offers. Although Marathon believes that the
expectations contained in this release are based on reasonable assumptions,
no assurance can be given that such expectations will prove to have been
correct. Actual results may differ materially from the anticipated results
or expectations expressed in this release. In accordance with the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995, Marathon Oil Corporation has included in its Annual Report on Form 10-K
for the year ended December 31, 2009, and subsequent Form 8-K, cautionary
language identifying important factors, though not necessarily all such
factors, that could cause future outcomes to differ materially from those set
forth in the forward-looking statements.
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Media
Relations Contacts:
|
Lee
Warren
|
713-296-4103
|
|
John
Porretto
|
713-296-4102
|
|
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Investor
Relations Contacts:
|
Howard
Thill
|
713-296-4140
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Chris
Phillips
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713-296-3213
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