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,
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
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release issued December 1, 2021
104 The cover page from this Current Report on Form 8-K, formatted in
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