Marathon Oil Corporation said Wednesday the reference yield and the Total Consideration for each series of notes subject to the previously announced cash tender offers by Marathon and its wholly owned subsidiary, Marathon Oil Canada Corporation (formerly known as Western Oil Sands Inc. (Marathon Canada)). The reference yields were calculated by the Dealer Managers, Morgan Stanley & Co. Incorporated and J.P. Morgan Securities LLC, at 2:00 p.m. EST today.
The total consideration for each series per each $1,000 principal amount of notes validly tendered and accepted for payment pursuant to the offers (the “Total Consideration”) is based on the reference yield plus a fixed spread.
Holders whose notes are purchased pursuant to the offers 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 Feb. 10, 2011, unless the Any and All Offer is extended, or the Maximum Tender Offer Settlement Date, which is expected to be Feb. 25, 2011, unless the Maximum Tender Offer is extended, as applicable.
The Maximum Tender Offer will expire at midnight EST on Feb. 24, 2011. Maximum Tender Offer Notes may not be validly withdrawn at any time after 5:00 p.m. EST today, Feb. 9, 2011, unless otherwise required by applicable law. Holders of Maximum Tender Offer Notes that are validly tendered and not validly withdrawn before 5:00 p.m. EST today, Feb. 9, 2011 (the “Early Tender Date”), and that Marathon accepts for purchase, will receive the applicable Total Consideration for their Maximum Tender Offer Notes, which includes an early tender premium of $30 per $1,000 principal amount of notes. Holders of Maximum Tender Offer Notes that are validly tendered after the Early Tender Date, but before midnight EST on Feb. 24, 2011, will receive only the applicable Tender Offer Consideration, which is an amount equal to the applicable Total Consideration minus an early tender premium of $30 per $1,000 principal amount of notes.
The complete terms and conditions of each tender offer, including the conditions of Marathon’s and Marathon Canada’s respective obligations 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 Jan. 27, 2011 and the related Letter of Transmittal, along with any amendments and supplements thereto.