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

CenterPoint customers in the Houston area will pay an extra $1 a month to cover costs of the recently approved $2.9 billion resiliency plan starting next year. Photo via centerpointenergy.com

Texas utility regulators have given the green light for Houston-based CenterPoint Energy to spend $2.9 billion on strengthening its Houston-area electric grid to better withstand extreme weather.

The cost of the plan is nearly $3 billion below what CenterPoint initially proposed to the Public Utility Commission of Texas.

In early 2025, CenterPoint unveiled a $5.75 billion plan to upgrade its Houston-area power system from 2026 through 2028. But the price tag dropped to $2.9 billion as part of a legal settlement between CenterPoint and cities in the utility’s service area.

Sometime after the first quarter of next year, CenterPoint customers in the Houston area will pay an extra $1 a month for the next three years to cover costs of the resiliency plan. CenterPoint serves 2.9 million customers in a 12-county territory anchored by Houston.

CenterPoint says the plan is part of its “commitment to building the most resilient coastal grid in the country.”

A key to improving CenterPoint’s local grid will be stepping up management of high-risk vegetation (namely trees), which ranks as the leading cause of power outages in the Houston area. CenterPoint says it will “go above and beyond standard vegetation management by implementing an industry-leading three-year trim cycle,” clearing vegetation from thousands of miles of power lines.

The utility company says its plan aims to prevent Houston-area power outages in case of hurricanes, floods, extreme temperatures, tornadoes, wildfires, winter storms, and other extreme weather events.

CenterPoint says the plan will:

  • Improve systemwide resilience by 30 percent
  • Expand the grid’s power-generating capacity. The company expects power demand in the Houston area to grow 2 percent per year for the foreseeable future.
  • Save about $50 million per year on storm cleanup costs
  • Avoid outages for more than 500,000 customers in the event of a disaster like last year’s Hurricane Beryl
  • Provide 130,000 stronger, more storm-resilient utility poles
  • Put more than 50 percent of the power system underground
  • Rebuild or upgrade more than 2,200 transmission towers
  • Modernize 34,500 spans of underground cables

In the Energy Capital of the World, residents “expect and deserve an electric system that is safe, reliable, cost-effective, and resilient when they need it most. We’re determined to deliver just that,” Jason Wells, president and CEO of CenterPoint, said in January.

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