Marathon Announces Total Consideration for Its Any and All Cash Tender Offer

HOUSTON, March 30 /PRNewswire-FirstCall/ -- Marathon Oil Corporation (NYSE: MRO) announced today the reference yield and the Total Consideration for each series of notes subject to its previously announced Any and All Offer. The reference yields were calculated by the Dealer Managers, J.P. Morgan Securities Inc. and Goldman, Sachs & Co., at 2:00 p.m. EDT today.

The Any and All Offer Total Consideration for each series per each $1,000 principal amount of notes validly tendered and accepted for payment is based on the reference yield plus a fixed spread specified for the series as set forth in the table below. Holders whose notes are purchased pursuant to the Any and All Offer will also receive accrued and unpaid interest thereon from the applicable last interest payment date up to, but not including, the Any and All Offer Settlement Date, which is expected to be April 6, 2010, unless the Any and all Offer is extended.

    
    
                                                                   Total
                                                        Fixed   Consideration
                                 Reference              Spread   per $1000
       Title       CUSIP      U.S. Treasury  Reference (basis     principal 
    of Security   Numbers       Security      Yield     points)    amount
    -------------------------------------------------------------------------
    Any and All Offer
    -----------------
                               0.875% U.S.
     9.375%                       Treasury
      Debentures                  Note due
      due 2012    902905AK4        02/2012     1.024%     55.0      1,142.28
    
                               1.375% U.S.
     9.125%                       Treasury
      Debentures                  Note due
      due 2013    902905AM0        03/2013     1.625%     65.0      1,183.14
    
                               3.625% U.S.
     9.375%                       Treasury
      Debentures                  Note due
      due 2022    902905AL2        02/2020     3.874%    130.0      1,374.41
    
                               3.625% U.S.
     8.500%                       Treasury
      Debentures                  Note due
      due 2023    902905AN8        02/2020     3.874%    130.0      1,310.20
    
                               3.625% U.S.
     8.125%                       Treasury
      Debentures                  Note due
      due 2023    902905AQ1        02/2020     3.874%    130.0      1,280.73
    -------------------------------------------------------------------------
    

The Any and All Offer will expire at 5:00 p.m. EDT on April 1, 2010, unless extended. Holders of notes subject to the Any and All Offer must validly tender and not validly withdraw their notes before 5:00 p.m. EDT on the Any and All Offer expiration date to be eligible to receive the Any and All Offer Total Consideration.

The terms and conditions of the Any and All Offer, including the conditions of Marathon's obligation to accept the notes tendered and to pay the Total Consideration plus accrued and unpaid interest, are set forth in the Offer to Purchase dated March 22, 2010 and the related Letter of Transmittal. The Any and All Offer is conditioned upon satisfaction or waiver of certain conditions described in the Offer to Purchase.

Marathon has retained J.P. Morgan Securities Inc. and Goldman, Sachs & Co. to serve as the Dealer Managers.  J.P. Morgan Securities Inc. may be contacted at (866) 834-4666 (toll free) or (212) 834-3424 (collect) and Goldman, Sachs & Co. may be contacted at (800) 828-3182 (toll free) or (212) 902-5128 (collect).  Marathon has also retained Global Bondholder Services Corporation to serve as the Depositary and Information Agent for the tender offer.

Any questions or requests for assistance or additional copies of the Offer to Purchase and the Letter of Transmittal may be directed to Global Bondholder Services Corporation by phone at (866) 873-7700, or in writing at 65 Broadway - Suite 723, New York, NY, 10006, Attention: Corporate Actions.  You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

This press release is not a tender offer to purchase or a solicitation of acceptance of a tender offer, which may be made only pursuant to the terms of the Offer to Purchase and the Letter of Transmittal.  In any jurisdiction where the laws require the tender offer to be made by a licensed broker or dealer, the tender offer will be deemed made on behalf of Marathon by J.P. Morgan Securities Inc. and Goldman, Sachs & Co., or one or more registered brokers or dealers under the laws of such jurisdiction.

This release contains forward-looking statements with respect to the timing and principal amount of debt to be purchased in the offer, including certain terms and conditions of the offer.  Although Marathon believes that the expectations contained in this release are based on reasonable assumptions, no assurance can be given that such expectations will prove to have been correct.  Actual results may differ materially from the anticipated results or expectations expressed in this release.  In accordance with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, Marathon Oil Corporation has included in its Annual Report on Form 10-K for the year ended December 31, 2009, and subsequent Form 8-K, cautionary language identifying important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements.

Media Relations Contacts:

Lee Warren

713-296-4103


John Porretto

713-296-4102

Investor Relations Contacts:

Howard Thill

713-296-4140


Chris Phillips

713-296-3213



SOURCE Marathon Oil Corporation

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