M&A moves

ConocoPhillips buying Marathon Oil for $17.B in all-stock deal as energy prices rise

The deal to combine the two Houston-headquartered companies is valued at $22.5 billion when including $5.4 billion in debt. Photo via conocophillips.com

ConocoPhillips is buying Marathon Oil in an all-stock deal valued at approximately $17.1 billion as energy prices rise and big oil companies reap massive profits.

The deal to combine the two Houston-headquartered companies is valued at $22.5 billion when including $5.4 billion in debt.

Crude prices have jumped more than 12% this year and the cost for a barrel rose above $80 this week. Oil majors put up record profits after Russia's invasion of Ukraine in 2022 and while those numbers have slipped, there has been a surge in mergers between energy companies flush with cash.

Chevron said last year that it was buying Hess in a $53 billion acquisition, though that deal faces headwinds. The company warned the buyout may be in jeopardy because it will require the approval of Exxon Mobil and a Chinese national oil company, which both hold rights to development of an oil field off the coast of the South American nation Guyana where Hess is a big player.

In July of last year, Exxon Mobil said that it would pay $4.9 billion for Denbury Resources, an oil and gas producer that has entered the business of capturing and storing carbon and stands to benefit from changes in U.S. climate policy. Three months later, Exxon announced the proposed acquisition of shale operator Pioneer Natural Resources for $60 billion.

All of the proposed acquisitions could face pushback from the U.S. which, under the Biden administration, has stepped up antitrust reviews for energy companies and other sectors as well, such as tech.

Federal Trade Commission, which enforces federal antitrust law, asked for additional information from Exxon and Pioneer about their proposed deal. The request is a step the agency takes when reviewing whether a merger could be anticompetitive under U.S. law. Pioneer disclosed the request in a filing in January.

As part of the ConocoPhillips transaction, Marathon Oil shareholders will receive 0.2550 shares of ConocoPhillips common stock for each share of Marathon Oil common stock that they own, the companies said Wednesday.

ConocoPhillips said Wednesday that the transaction will add highly desired acreage to its existing U.S. onshore portfolio.

“This acquisition of Marathon Oil further deepens our portfolio and fits within our financial framework, adding high-quality, low cost of supply inventory adjacent to our leading U.S. unconventional position,” ConocoPhillips Chairman and CEO Ryan Lance said in a prepared statement.

The deal is expected to close in the fourth quarter. It still needs approval from Marathon Oil stockholders.

Separate from the transaction, ConocoPhillips said that it anticipates raising its ordinary dividend by 34% to 78 cents per share starting in the fourth quarter. The company said that once the Marathon Oil deal closes and assuming recent commodity prices, ConocoPhillips plans to buy back more than $7 billion in shares in the first full year. It plans to repurchase more than $20 billion in shares in the first three years.

Shares of ConocoPhillips declined 3.3% before the market open, while Marathon Oil Corp.'s stock rose more than 7%.

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A View From HETI

Houston-based Mati Carbon won the global XPRIZE Carbon Removal competition, funded by The Musk Foundation. Photo via LinkedIn.

Houston-based Mati Carbon has won the $50 million grand prize in the XPRIZE Carbon Removal competition, backed by Elon Musk’s charitable organization, The Musk Foundation.

Mati was selected in 2024 as one of 20 global finalists. The company removes carbon through its Enhanced Rock Weathering (ERW) program that works with agricultural farms in Africa and India.

The 3-year-old startup accelerates the natural process of rock weathering (ERW) by applying pulverized basalt to croplands of partnered smallholder farmers, free of charge. Mati says the farmers it partners with are some of the most vulnerable to the impacts of climate change.

“Winning this XPRIZE competition is an incredible honor and a definitive validation of our research and development, and building out the infrastructure needed to impact millions of farmers while delivering verifiable carbon dioxide removal at a gigaton scale,” Mati Carbon Founder and CEO Shantanu Agarwal, said in a news release. “I couldn’t be prouder, not just of the Mati team, but of our collaborators, research partners and the thousands of smallholder farmers who let us be part of their lives. This XPRIZE recognition will allow us to collaborate with local partners to accelerate the use of enhanced rock weathering across the Global South.”

Mati reports that it plans to use the award to “scale its efforts working with smallholder farmers worldwide.” Apart from the XPRIZE funding, Mati plans to grow its model through the sale of CDR credits. According to the company, it counts Shopify, Stripe, and H&M among its early carbon credit buyers.

“Mati Carbon’s deployments bolster farmers’ livelihoods through improved soil health, reduced agricultural inputs, and increased income at zero cost to them. Mati Carbon’s team has developed a scientifically rigorous approach to monitoring and verification, and excelled across each of XPRIZE’s prize evaluation criteria – operational, sustainability, and cost metrics – giving the XPRIZE judges the highest confidence in Mati Carbon’s solution’s long-term scalability,” the XPRIZE judges wrote.

Houston-based Vaulted Deep took home the second-runner-up prize in the competition and $8 million for its organic waste storage process. The company provides permanent carbon storage by injecting nonhazardous organic waste deep underground. It spun off with $8 million in seed funding from Advantek Waste Management Services in 2023.

"Our approach is grounded in geomechanical injection techniques that have been safely deployed globally for decades by our team and predecessors," Omar Abou-Sayed, co-founder and executive chairman of Vaulted, said in a separate release. "XPRIZE recognized that this is a proven approach—already in use, delivering impact, and built on the kind of reliability the industry needs to scale responsibly."

Launched in 2021, the four-year XPRIZE Carbon Removal competition challenged global innovators to deploy scalable solutions for removing carbon dioxide from the atmosphere and oceans. More than 1,300 teams from 88 countries competed. XPRIZE finalists were required to remove at least 1,000 tonnes of CO2 over a one-year demonstration period.

French company NetZero took home the first-runner-up prize of $15 million, and London-based UNDO came in as third-runner-up with a $5 million prize.

Since the announcement of the XPRIZE Carbon Removal competition, the Musk-led Department of Government Efficiency has cut climate funding for agencies, projects and research. While the Musk Foundation sponsored the XPRIZE event, it is not affiliated with the California-based organization, according to the Associated Press.

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