UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): December 2, 2021 (
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 1, 2021, ConocoPhillips Company (“Buyer”), a Delaware corporation and wholly owned subsidiary of ConocoPhillips, a Delaware corporation (“ConocoPhillips”), completed its previously announced acquisition (the “Acquisition”) from Shell Enterprises LLC (“Seller”), a Delaware limited liability company and wholly owned subsidiary of Shell Oil Company, a Delaware corporation, of all or substantially all of the assets of SWEPI LLC (formerly known as SWEPI LP), a Texas limited liability company and wholly owned subsidiary of Seller, located in Culberson, Loving, Ward, Winkler and Reeves Counties in the Permian Basin of western Texas, pursuant to the Purchase and Sale Agreement, dated as of September 20, 2021 (the “Purchase Agreement”), by and between Seller and Buyer. The effective date of the Acquisition is July 1, 2021.
The base purchase price for the Acquisition was $9.5 billion in cash, and after customary closing adjustments, cash paid for the Acquisition was approximately $8.6 billion. The terms and provisions of the Purchase Agreement are described in ConocoPhillips’ Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2021, which is incorporated herein by reference, and a copy of the Purchase Agreement was filed as Exhibit 10.1 to ConocoPhillips’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On December 1, 2021, ConocoPhillips issued a press release announcing the closing of the Acquisition. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed by ConocoPhillips under the Securities Act of 1933, as amended, unless specifically identified as being incorporated therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release issued December 1, 2021 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONOCOPHILLIPS | ||
| By: | /s/ Shannon Kinney | |
| Name: | Shannon Kinney | |
| Title: | Deputy General Counsel, Chief Compliance Officer and Corporate Secretary |
December 2, 2021