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

Greenhouse gases continue to rise, and the challenges they pose are not going away. Photo via Getty Images

For the past 40 years, climate policy has often felt like two steps forward, one step back. Regulations shift with politics, incentives get diluted, and long-term aspirations like net-zero by 2050 seem increasingly out of reach. Yet greenhouse gases continue to rise, and the challenges they pose are not going away.

This matters because the costs are real. Extreme weather is already straining U.S. power grids, damaging homes, and disrupting supply chains. Communities are spending more on recovery while businesses face rising risks to operations and assets. So, how can the U.S. prepare and respond?

The Baker Institute Center for Energy Studies (CES) points to two complementary strategies. First, invest in large-scale public adaptation to protect communities and infrastructure. Second, reframe carbon as a resource, not just a waste stream to be reduced.

Why Focusing on Emissions Alone Falls Short

Peter Hartley argues that decades of global efforts to curb emissions have done little to slow the rise of CO₂. International cooperation is difficult, the costs are felt immediately, and the technologies needed are often expensive. Emissions reduction has been the central policy tool for decades, and it has been neither sufficient nor effective.

One practical response is adaptation, which means preparing for climate impacts we can’t avoid. Some of these measures are private, taken by households or businesses to reduce their own risks, such as farmers shifting crop types, property owners installing fire-resistant materials, or families improving insulation. Others are public goods that require policy action. These include building stronger levees and flood defenses, reinforcing power grids, upgrading water systems, revising building codes, and planning for wildfire risks. Such efforts protect people today while reducing long-term costs, and they work regardless of the source of extreme weather. Adaptation also does not depend on global consensus; each country, state, or city can act in its own interest. Many of these measures even deliver benefits beyond weather resilience, such as stronger infrastructure and improved security against broader threats.

McKinsey research reinforces this logic. Without a rapid scale-up of climate adaptation, the U.S. will face serious socioeconomic risks. These include damage to infrastructure and property from storms, floods, and heat waves, as well as greater stress on vulnerable populations and disrupted supply chains.

Making Carbon Work for Us

While adaptation addresses immediate risks, Ken Medlock points to a longer-term opportunity: turning carbon into value.

Carbon can serve as a building block for advanced materials in construction, transportation, power transmission, and agriculture. Biochar to improve soils, carbon composites for stronger and lighter products, and next-generation fuels are all examples. As Ken points out, carbon-to-value strategies can extend into construction and infrastructure. Beyond creating new markets, carbon conversion could deliver lighter and more resilient materials, helping the U.S. build infrastructure that is stronger, longer-lasting, and better able to withstand climate stress.

A carbon-to-value economy can help the U.S. strengthen its manufacturing base and position itself as a global supplier of advanced materials.

These solutions are not yet economic at scale, but smart policies can change that. Expanding the 45Q tax credit to cover carbon use in materials, funding research at DOE labs and universities, and supporting early markets would help create the conditions for growth.

Conclusion

Instead of choosing between “doing nothing” and “net zero at any cost,” we need a third approach that invests in both climate resilience and carbon conversion.

Public adaptation strengthens and improves the infrastructure we rely on every day, including levees, power grids, water systems, and building standards that protect communities from climate shocks. Carbon-to-value strategies can complement these efforts by creating lighter, more resilient carbon-based infrastructure.

CES suggests this combination is a pragmatic way forward. As Peter emphasizes, adaptation works because it is in each nation’s self-interest. And as Ken reminds us, “The U.S. has a comparative advantage in carbon. Leveraging it to its fullest extent puts the U.S. in a position of strength now and well into the future.”

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Scott Nyquist is a senior advisor at McKinsey & Company and vice chairman, Houston Energy Transition Initiative of the Greater Houston Partnership. The views expressed herein are Nyquist's own and not those of McKinsey & Company or of the Greater Houston Partnership. This article originally appeared on LinkedIn.

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