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

Jupiter Power's Houston facility went online earlier this year. Photo courtesy of jupiterpower.io

Austin-based developer and operator of utility-scale battery energy storage systems Jupiter Power has announced the successful closing of a $225 million corporate credit facility.

The transaction strengthens Jupiter Power’s U.S. portfolio, which includes one of the nation’s largest energy storage development pipelines, totaling over 12,000 megawatts. Jupiter Power, which also has offices in Houston, began commercial operations with the launch of its 400-megawatt-hour battery facility, Callisto I, in central Houston in August of 2024.

"Securing this corporate credit facility highlights the market's recognition of Jupiter Power as a leader in advancing large-scale energy storage solutions, as evidenced by our 2,575 megawatt hours of battery energy storage systems already in operation or construction," Jupiter Power CFO Jesse Campbell says in a news release. “This funding enhances our ability to advance projects across our pipeline in markets where energy storage is needed most. We greatly appreciate the support of our banking partners in this transaction.”

The $225 million in total revolving credit facilities will include up to $175 million in letters of credit and $50 million in revolving loans. Leading on the lender side includes Barclays Bank PLC, HSBC Bank USA, and Sumitomo Mitsui Banking Corp.

“HSBC is proud to support Jupiter Power with their credit facility as they continue to expand and accelerate the development of their energy storage projects across the United States,” Paul Snow, head of renewables - Americas at HSBC adds. “HSBC’s inaugural facility with Jupiter Power not only reinforces our commitment to financing premiere clean energy projects, but complements our ambition to deliver a net zero global economy.”

The Houston project is the first in the area, and Jupiter Power's ninth to deliver energy storage to ERCOT, which brings its total ERCOT fleet to 1,375-megawatt-hour capacity.

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