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

Twenty-six Houston-area companies landed on the latest Fortune 500 list. Photo via Getty Images

Houston maintained its No. 3 status this year among U.S. metro areas with the most Fortune 500 headquarters. Fortune magazine tallied 26 Fortune 500 headquarters in the Houston area, behind only the New York City area (62) and the Chicago area (30).

Last year, 23 Houston-area companies landed on the Fortune 500 list. Fortune bases the list on revenue that a public or private company earns during its 2024 budget year.

On the Fortune 500 list for 2025, Spring-based ExxonMobil remained the highest-ranked company based in the Houston area as well as in Texas, sitting at No. 8 nationally. That’s down one spot from its No. 7 perch on the 2024 list. During its 2024 budget year, ExxonMobil reported revenue of $349.6 billion, up from $344.6 billion the previous year.

Here are the rankings and 2024 revenue for the 25 other Houston-area companies that made this year’s Fortune 500:

  • No. 16 Chevron, $202.8 billion
  • No. 28 Phillips 66, $145.5 billion
  • No. 56 Sysco, $78.8 billion
  • No. 75 Conoco Phillips, $56.9 million
  • No. 78 Enterprise Products Partners, $56.2 billion
  • No. 92 Plains GP Holdings, $50 billion
  • No. 143 Hewlett-Packard Enterprise, $30.1 billion
  • No. 153 NRG Energy, $28.1 billion
  • No. 155 Baker Hughes, $27.8 billion
  • No. 159 Occidental Petroleum, $26.9 billion
  • No. 183 EOG Resources, $23.7 billion
  • No. 184 Quanta Services, $23.7 billion
  • No. 194 Halliburton, $23 billion
  • No. 197 Waste Management, $22.1 billion
  • No. 214 Group 1 Automotive, $19.9 billion
  • No. 224 Corebridge Financial, $18.8 billion
  • No. 256 Targa Resources, $16.4 billion
  • No. 275 Cheniere Energy, $15.7 billion
  • No. 289 Kinder Morgan, $15.1 billion
  • No. 345 Westlake Corp., $12.1 billion
  • No. 422 APA, $9.7 billion
  • No. 443 NOV, $8.9 billion
  • No. 450 CenterPoint Energy, $8.6 billion
  • No. 474 Par Pacific Holdings, $8 billion
  • No. 480 KBR Inc., $7.7 billion

Nationally, the top five Fortune 500 companies are:

  • Walmart
  • Amazon
  • UnitedHealth Group
  • Apple
  • CVS Health

“The Fortune 500 is a literal roadmap to the rise and fall of markets, a reliable playbook of the world's most important regions, services, and products, and an indispensable roster of those companies' dynamic leaders,” Anastasia Nyrkovskaya, CEO of Fortune Media, said in a news release.

Among the states, Texas ranks second for the number of Fortune 500 headquarters (54), preceded by California (58) and followed by New York (53).

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