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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): November 22, 2024 (November 20, 2024)
Marathon Oil Corporation
(Exact name of registrant as specified in its
charter)
| Delaware |
1-5153 |
25-0996816 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
| 990 Town and Country Boulevard, Houston, Texas |
77024-2217 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (713) 629-6600
Not Applicable
Former name or former address, if changed since
last report
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each
class |
Trading
Symbol |
Name of each exchange
on which registered
|
| Common Stock, par value $1.00 |
MRO |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Introductory Note
As previously announced, on May 28, 2024,
Marathon Oil Corporation, a Delaware corporation (“Marathon”), entered into that certain Agreement and Plan of Merger,
dated as of May 28, 2024 (the “Merger Agreement”), among ConocoPhillips, a Delaware corporation
(“ConocoPhillips”), Puma Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of ConocoPhillips
(“Merger Sub”) and Marathon. On November 22, 2024, ConocoPhillips completed its previously announced acquisition of
Marathon. The acquisition was completed by way of the merger of Merger Sub with and into Marathon (the “Merger”), with
Marathon continuing as the surviving corporation in the Merger.
The foregoing description of the Merger and the
Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference
to the Merger Agreement, a copy of which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the consummation of the Merger,
on November 22, 2024, Marathon terminated all outstanding commitments, including commitments to issue letters of credit, under the Amended
and Restated Credit Agreement, dated as of May 28, 2014 (as amended from time to time, the “Credit Agreement”), by and among
Marathon, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. In connection with
the termination of the Credit Agreement, all outstanding obligations for principal, interest and fees under the Credit Agreement were
paid off in full.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As a result of the Merger, each share of common
stock of Marathon outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than certain
Excluded Shares and Converted Shares (each as defined in the Merger Agreement)) was converted into the right to receive 0.2550 (the “Exchange
Ratio”) shares of common stock of ConocoPhillips and cash in lieu of fractional shares, as applicable (the “Merger Consideration”).
Additionally, as a result of the Merger, each outstanding
equity award of Marathon was treated in accordance with the terms of the Merger Agreement as follows:
| · | Each outstanding restricted stock unit award of Marathon that vested solely based on service (other than any granted to a non-employee
director) was canceled and converted into a restricted stock unit award of ConocoPhillips in respect of a number of shares of ConocoPhillips
common stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Marathon common stock subject
to such award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio. |
| · | Each outstanding restricted stock unit award or deferred stock unit award granted to a non-employee director of Marathon that was
outstanding immediately prior to the Effective Time immediately vested with respect to 100% of the shares of Marathon common stock subject
to such award and such shares of Marathon common stock were converted into the right to receive the Merger Consideration and an amount
in cash equal to any accrued but unpaid dividend equivalents. |
| · | Each outstanding and vested stock option to purchase shares of Marathon common stock was canceled and converted into the right to
receive a number of shares of ConocoPhillips common stock (rounded down to the nearest whole share) equal to the quotient of (i) the product
of (A) the excess, if any, of the Merger Consideration Value over the per share exercise price of the applicable option award multiplied
by (B) the number of shares of Marathon common stock subject to such option award immediately prior to the Effective Time, divided by
(ii) the Parent Closing Price (defined as the volume-weighted average price of the ConocoPhillips common stock for the five consecutive
trading days ending two trading days prior to the closing date of the Merger); provided, that any option award that had an exercise price
per share of Marathon common stock that was equal to or greater than the Merger Consideration Value was canceled for no consideration.
The term “Merger Consideration Value” means the product of (x) the Exchange Ratio multiplied by (y) the Parent Closing Price. |
| · | Each outstanding performance unit award of Marathon immediately vested and was converted into the right to receive (i) in the case
of performance unit awards that vested based on total shareholder return, (A) that number of shares of ConocoPhillips common stock (rounded
to the nearest whole share) equal to the product of (x) the number of shares of Marathon common stock subject to such performance unit
award immediately prior to the Effective Time reflecting the attainment of the applicable performance metrics at the maximum level of
performance multiplied by (y) the Exchange Ratio and (B) an amount in cash equal to any accrued but unpaid dividend equivalents, or (ii)
in the case of performance unit awards that vest based on free cash flow, an amount in cash reflecting the attainment of the applicable
performance metrics at the maximum level of performance multiplied by the average of the daily closing price of a share of Marathon common
stock during the final thirty (30) calendar days ending on the last trading day immediately preceding the closing date of the Merger (the
“Average Price”); provided, however that if any values were banked under such award based on a price per share of Marathon
common stock that was greater than the Average Price, then such higher price would be used for such portion of the award, plus any dividend
equivalents accrued with respect to such performance unit awards, in the cases of each of clauses (i) and (ii), as promptly as administrative
possible after the closing of the Merger, but in no event later than ten business days after the closing of the Merger. |
The issuance of shares of common stock of ConocoPhillips
in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to ConocoPhillips’s registration
statement on Form S-4 (File No. 333-280448), declared effective by the Securities and Exchange Commission (“SEC”) on July
26, 2024. The proxy statement/prospectus included in the registration statement contains additional information about the Merger.
The information set forth in the Introductory Note
of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
In connection with the consummation of the Merger,
Marathon requested that the New York Stock Exchange (“NYSE”) suspend trading of Marathon’s common stock and file with
the SEC an application on Form 25 to delist and deregister Marathon’s common stock under Section 12(b) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). The delisting of Marathon’s common stock from the NYSE will be effective
10 days after the filing of the Form 25. Following the effectiveness of such Form 25, Marathon intends to file with the SEC a certification
on Form 15 requesting the termination of registration of Marathon’s common stock under Section 12(g) of the Exchange Act and the
suspension of Marathon’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to Marathon’s
common stock.
The information set forth in the Introductory Note
and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note,
Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
As a result of the consummation of the Merger,
at the Effective Time, Marathon became a wholly-owned subsidiary of ConocoPhillips.
The information set forth in the Introductory Note
and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
By virtue of the Merger, all of the directors of
Marathon ceased to be directors of Marathon and members of any and all committees of Marathon’s board of directors, effective as
of the Effective Time. These actions were not a result of any disagreements with Marathon on any matter relating to Marathon’s operations,
policies or practices.
By virtue of the Merger, all of the officers of
Marathon ceased to hold their respective positions with Marathon, effective as of the Effective Time. These actions were not a result
of any disagreements with Marathon on any matter relating to Marathon’s operations, policies or practices.
At the Effective Time, the directors and officers of Merger Sub became the directors and officers of Marathon in accordance with the terms
of the Merger Agreement.
The information set forth in the Introductory Note
of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item 5.03 Amendments to Certificate of Incorporation or Bylaws;
Change in Fiscal Year.
At the Effective Time, each of the certificate
of incorporation and the bylaws of Marathon was amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively,
to this Current Report on Form 8-K, and are incorporated herein by reference.
The information set forth in the Introductory Note
of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 8.01 Other Events.
HSR Act Waiting Period
The consummation of the Merger was subject to the
satisfaction or waiver of certain closing conditions including, among other things, the expiration or termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). As previously disclosed,
on July 11, 2024, Marathon and ConocoPhillips each received a request for additional information and documentary material (the “Second
Request”) from the U.S. Federal Trade Commission (“FTC”) in connection with the FTC’s review of the transactions
contemplated by the Merger Agreement. The effect of the Second Request was to extend the waiting period under the HSR Act until 30 days
after both Marathon and ConocoPhillips certified substantial compliance with the Second Request. Following Marathon’s and ConocoPhillips’
certifications of substantial compliance, the waiting period under the HSR Act expired on November 20, 2024.
Termination of Commercial Paper Program
In connection with the consummation of the Merger,
on November 22, 2024, Marathon gave notice of termination of its commercial paper program and paid off all outstanding obligations thereunder
in full.
Guarantee of Marathon Oil Municipal Bonds
In connection with the completion of the Merger,
ConocoPhillips has agreed to unconditionally guarantee $1 billion in aggregate principal amount of the Parish of St. John the Baptist,
State of Louisiana Revenue Refunding Bonds (Marathon Oil Corporation Project) Series 2017 (the “Municipal Bonds”), which were
issued pursuant to that certain indenture dated as of December 1, 2017, between the Parish of St. John the Baptist, State of Louisiana,
as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, for the benefit of Marathon. Further, effective on or about
July 1, 2026, ConocoPhillips Company, a Delaware corporation, will assume all of Marathon’s obligations in connection with the Municipal
Bonds.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
* Certain schedules and other similar attachments to this exhibit have
been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The registrant will provide a copy of such omitted documents
to the Securities and Exchange Commission upon request.
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.
| |
Marathon Oil Corporation |
| |
|
| |
|
| |
/s/ Kelly B. Rose |
| |
Kelly B. Rose |
| |
Senior Vice President, Legal, General Counsel
and Corporate Secretary |
Date: November 22, 2024
Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MARATHON OIL CORPORATION
FIRST. The name of the corporation
is Marathon Oil Corporation (the “Corporation”).
SECOND. The address of the
corporation’s registered office in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive, City of Wilmington,
County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.
THIRD. The purpose of the
Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the
State of Delaware, as amended (the “DGCL”).
FOURTH. The total number of
shares that the Corporation shall have authority to issue is 1,000 shares of Common Stock, and the par value of each such share is $0.01.
Except as otherwise provided by law, the Common Stock shall have the exclusive right to vote for the election of directors and for all
other purposes. Each share of Common Stock shall have one vote and the Common Stock shall vote together as a single class.
FIFTH. The board of directors
of the Corporation is expressly authorized to adopt, amend or repeal bylaws of the Corporation.
SIXTH. Elections of directors
need not be by written ballot except and to the extent provided in the bylaws of the Corporation.
SEVENTH. No director or
officer shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by
such director or officer as a director or officer, as applicable, except (i) for breach of the director’s or
officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) with respect to any director, pursuant to Section 174 of the DGCL, (iv)
for any transaction from which the director or officer derived an improper personal benefit or (v) with respect to any
officer, in any action by or in the right of the Corporation. No amendment to or repeal of this Article Seventh shall apply to or have
any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts
or omissions of such director or officer occurring prior to such amendment or repeal.
Exhibit 3.2
AMENDED AND RESTATED BY-LAWS
of
MARATHON OIL CORPORATION
dated as of November 22, 2024
TABLE OF CONTENTS
| |
|
Page |
| |
|
|
| ARTICLE
I |
| |
|
|
| OFFICES |
| |
|
|
| SECTION
1. |
REGISTERED
OFFICE |
1 |
| SECTION
2. |
OTHER
OFFICES |
1 |
| |
|
|
| ARTICLE
II |
| |
|
|
| MEETINGS
OF STOCKHOLDERS |
| |
|
|
| SECTION
1. |
ANNUAL
MEETINGS |
1 |
| SECTION
2. |
SPECIAL
MEETINGS |
1 |
| SECTION
3. |
VOTING |
1 |
| SECTION
4. |
QUORUM |
2 |
| SECTION
5. |
NOTICE OF MEETINGS |
2 |
| SECTION
6. |
ACTION
WITHOUT MEETING |
2 |
| |
|
|
| ARTICLE
III |
| |
|
|
| DIRECTORS |
| |
|
|
| SECTION
1. |
NUMBER
AND TERM |
2 |
| SECTION
2. |
RESIGNATIONS |
2 |
| SECTION
3. |
VACANCIES |
3 |
| SECTION
4. |
REMOVAL |
3 |
| SECTION
5. |
COMMITTEES |
3 |
| SECTION
6. |
MEETINGS |
3 |
| SECTION
7. |
QUORUM |
4 |
| SECTION
8. |
COMPENSATION |
4 |
| SECTION
9. |
ACTION
WITHOUT MEETING |
4 |
| |
|
|
| ARTICLE
IV |
| |
|
|
| OFFICERS |
| |
|
|
| SECTION
1. |
OFFICERS |
4 |
| SECTION
2. |
PRESIDENT |
4 |
| SECTION
3. |
VICE
PRESIDENTS |
5 |
| SECTION
4. |
TREASURER |
5 |
| SECTION
5. |
CORPORATE
SECRETARY |
5 |
| SECTION
6. |
ASSISTANT
TREASURERS AND ASSISTANT SECRETARIES |
5 |
| ARTICLE
V |
| |
|
|
| MISCELLANEOUS |
| |
|
|
| SECTION
1. |
CERTIFICATES OF STOCK |
5 |
| SECTION
2. |
LOST
CERTIFICATES |
6 |
| SECTION
3. |
TRANSFER OF SHARES |
6 |
| SECTION
4. |
STOCKHOLDERS
RECORD DATE |
6 |
| SECTION
5. |
DIVIDENDS |
7 |
| SECTION
6. |
SEAL |
7 |
| SECTION
7. |
FISCAL
YEAR |
7 |
| SECTION
8. |
CHECKS |
7 |
| SECTION
9. |
NOTICE
AND WAIVER OF NOTICE |
7 |
| |
|
|
| ARTICLE
VI |
| |
|
|
| INDEMNIFICATION |
| |
|
|
| SECTION
1. |
MANDATORY
INDEMNIFICATION OF DIRECTORS AND OFFICERS |
8 |
| SECTION
2. |
RIGHTS
OF INDEMNITEE TO BRING SUIT |
9 |
| SECTION
3. |
PERMISSIVE
INDEMNIFICATION OF NON-OFFICER EMPLOYEES AND AGENTS |
9 |
| SECTION
4. |
GENERAL
PROVISIONS |
9 |
| SECTION
5. |
INSURANCE |
10 |
| SECTION
6. |
OTHER
INDEMNIFICATION MATTERS |
10 |
| |
|
|
| ARTICLE
VII |
| |
|
|
| AMENDMENTS |
ARTICLE
I
OFFICES
SECTION
1. REGISTERED OFFICE
– The address, including street, number, city and county, of the registered office of Marathon Oil Corporation (the “Corporation”)
in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive, City of Wilmington, County of New Castle, State of
Delaware 19808; and the name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service
Company.
SECTION
2. OTHER OFFICES
– The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the board of
directors of the Corporation (the “Board of Directors”) may from time to time select or the business of the Corporation
may require.
ARTICLE
II
MEETINGS OF STOCKHOLDERS
SECTION
1. ANNUAL MEETINGS
– Annual meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the
meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors,
by resolution, shall determine and as set forth in the notice of the meeting. If the date of the annual meeting shall fall upon a legal
holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall
elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.
SECTION
2. SPECIAL MEETINGS
– Special meetings of the stockholders for any purpose or purposes may be called by the Chairman of the Board of Directors, the
President or the Corporate Secretary, or by resolution of the Board of Directors.
SECTION
3. VOTING –
Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation of the Corporation and these By-Laws
may vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period.
All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise
provided by the Certificate of Incorporation of the Corporation or the laws of the State of Delaware.
A complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall
be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of
at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and
kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is entitled to be
present at such meeting.
SECTION
4. QUORUM –
Except as otherwise required by law, by the Certificate of Incorporation of the Corporation or by these By-Laws, the presence, in person
or by proxy, of stockholders holding shares constituting a majority of the voting power of the Corporation shall constitute a quorum at
all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled
to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which
the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at
the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled
to vote at any adjournment or adjournments thereof.
SECTION
5. NOTICE OF MEETINGS
– Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall
be given to each stockholder entitled to vote thereat, at his or her address as it appears on the records of the Corporation, not less
than ten nor more than sixty days before the date of the meeting. No business other than that stated in the notice shall be transacted
at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.
SECTION
6. ACTION WITHOUT
MEETING – Unless otherwise provided by the Certificate of Incorporation of the Corporation, any action required or permitted to
be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if
a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.
ARTICLE
III
DIRECTORS
SECTION
1. NUMBER AND TERM
– The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of
not less than one person. The exact number of directors shall initially be two and may thereafter be fixed from time to time by the Board
of Directors. Directors shall be elected at the annual meeting of stockholders and each director shall be elected to serve until his or
her successor shall be elected and shall qualify. A director need not be a stockholder.
SECTION
2. RESIGNATIONS
– Any director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein,
and if no time be specified, at the time of its receipt by the Chairman of the Board of Directors, the President or the Corporate Secretary.
The acceptance of a resignation shall not be necessary to make it effective.
SECTION
3. VACANCIES –
If the office of any director becomes vacant, the remaining directors in the office, though less than a quorum, by a majority vote, may
appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be
duly chosen. If the office of any director becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote
of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose,
may appoint any qualified person to fill such vacancy.
SECTION
4. REMOVAL –
Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote
of the holders of a majority of the voting power entitled to vote for the election of directors, at an annual meeting or a special meeting
called for the purpose, and the vacancy thus created may be filled, at such meeting, by the affirmative vote of holders of shares constituting
a majority of the voting power of the Corporation.
SECTION
5. COMMITTEES –
The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees,
each committee to consist of one or more directors of the Corporation.
Any such committee, to the extent
provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation
(if any) to be affixed to any instrument requiring it.
SECTION
6. MEETINGS –
Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time
by resolution of the Board of Directors.
Special meetings of the Board
of Directors may be called by the Chairman of the Board of Directors or the President, or by the Corporate Secretary upon the written
request of any director then in office, on at least one day’s notice to each director (except that notice to any director may be
waived in writing by such director or shall be deemed waived by such director’s attendance at a meeting, except when such director
attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the
meeting is not called or convened in accordance with these By-Laws) and shall be held at such place or places as may be determined by
the Board of Directors, or as shall be stated in the call of the meeting.
Unless otherwise restricted
by the Certificate of Incorporation of the Corporation or these By-Laws, members of the Board of Directors, or any committee designated
by the Board of Directors, may participate in any meeting of the Board of Directors or any committee thereof by means of a conference
telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
The Chairman of the Board of
Directors, if any, or, if at any time the Corporation does not have a Chairman of the Board of Directors, a member of the Board of Directors
appointed by the Board of Directors, shall preside at all meetings of the Board of Directors.
SECTION
7. QUORUM –
A majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there
shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained,
and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. The vote of the majority
of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of
Incorporation of the Corporation or these By-Laws shall require the vote of a greater number.
SECTION
8. COMPENSATION
– Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of
the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained
shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and
receiving compensation therefor.
SECTION
9. ACTION WITHOUT
MEETING – Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the
case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.
ARTICLE
IV
OFFICERS
SECTION
1. OFFICERS –
The officers of the Corporation shall be a President, a Treasurer and a Corporate Secretary, all of whom shall be elected by the Board
of Directors and shall hold office until their successors are duly elected and qualified. In addition, the Board of Directors may elect
such Vice Presidents (including a Chief Financial Officer and a Legal and General Counsel), Assistant Secretaries and Assistant Treasurers
as it may deem proper. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of
Directors. Any number of offices may be held by the same person.
SECTION
2. PRESIDENT –
The President shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.
The President shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal
of the Corporation (if any) to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature
of the Corporate Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.
SECTION
3. VICE PRESIDENTS
– Vice Presidents, if any, shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the
Board of Directors.
SECTION
4. TREASURER –
The Treasurer shall have the custody of the Corporate funds and securities and shall keep full and accurate account of receipts and disbursements
in books belonging to the Corporation. He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation
in such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, the Chairman of the Board of Directors or the President, taking proper vouchers for such disbursements. He
or she shall render to the Board of Directors, the Chairman of the Board of Directors and the President at the regular meetings of the
Board of Directors, or whenever they may request it, an account of all his or her transactions as Treasurer and of the financial condition
of the Corporation. If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his
or her duties in such amount and with such surety as the Board of Directors shall prescribe.
SECTION
5. CORPORATE SECRETARY
– The Corporate Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors
and all other notices required by law or by these By-Laws, and in the case of his or her absence or refusal or neglect so to do, any such
notice may be given by any person thereunto directed by the Chairman of the Board of Directors or the President, or by the Board of Directors,
upon whose request the meeting is called as provided in these By-Laws. He or she shall record all the proceedings of the meetings of the
Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform
such other duties as may be assigned to him or her by the Board of Directors, the Chairman of the Board of Directors or the President.
He or she shall have the custody of the seal of the Corporation (if any) and shall affix the same to any instrument requiring it, when
authorized by the Board of Directors, the Chairman of the Board of Directors or the President, and attest to the same.
SECTION
6. ASSISTANT TREASURERS
AND ASSISTANT SECRETARIES – Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers
and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors.
ARTICLE
V
MISCELLANEOUS
SECTION
1. CERTIFICATES
OF STOCK – The Corporation’s stock may be certificated or uncertificated. Any or all of the signatures on any certificated
shares may be by facsimile. In case any officer, transfer agent or registrar who shall have signed, or whose facsimile signature or signatures
shall have been used on, any such certificate or certificates shall cease to be an officer, transfer agent or registrar of the Corporation,
whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation,
such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons
who signed such certificate or certificates or whose facsimile signature shall have been used thereon had not ceased to be an officer,
transfer agent or registrar of the Corporation. Certificates of stock of the Corporation shall be of such form and device as the Board
of Directors may from time to time determine.
SECTION
2. LOST CERTIFICATES
– A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have
been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or
such owner’s legal representatives, to give the Corporation a bond, in such sum as they may direct, not exceeding double the value
of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate,
or the issuance of any such new certificate.
SECTION
3. TRANSFER OF SHARES
– The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their
duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation
by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the Board of Directors
may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer
and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.
The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not
it shall have express or other notice thereof save as expressly provided by the laws of the State of Delaware.
SECTION
4. STOCKHOLDERS
RECORD DATE – In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1)
in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise
required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders
entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which
the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more
than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the
Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed
to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required
by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and
(3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting
of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a
new record date for the adjourned meeting.
SECTION
5. DIVIDENDS –
Subject to the provisions of the Certificate of Incorporation of the Corporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem appropriate. Before
declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board
of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing
dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.
SECTION
6. SEAL –
The Corporation may have a corporate seal in such form as shall be determined by resolution of the Board of Directors. Said seal may be
used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise imprinted upon the subject document or
paper.
SECTION
7. FISCAL YEAR –
The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.
SECTION
8. CHECKS –
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation
shall be signed by such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be determined from time
to time by resolution of the Board of Directors.
SECTION
9. NOTICE AND WAIVER
OF NOTICE – Whenever any notice is required to be given under these By-Laws, personal notice is not required unless expressly so
stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage
prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the Corporation, and such notice
shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice
of any meetings except as otherwise provided by law. Whenever any notice is required to be given under the provisions of any law, or under
the provisions of the Certificate of Incorporation of the Corporation or of these By-Laws, a waiver thereof, in writing and signed by
the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required
notice. In addition, the attendance of any stockholder at a meeting, whether in person or by proxy, shall constitute a waiver of notice
by such stockholder, except when a stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or convened.
ARTICLE
VI
INDEMNIFICATION
SECTION
1. MANDATORY INDEMNIFICATION
OF DIRECTORS AND OFFICERS – The Corporation shall indemnify and hold harmless to the full extent permitted by the laws of the State
of Delaware as from time to time in effect any person who was or is a party or is threatened to be made a party to, or is otherwise involved
in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether
or not an action by or in the right of the Corporation) (hereinafter a “proceeding”), by reason of the fact that he
or she is or was a director or officer of the Corporation, or, while serving as a director or officer of the Corporation, is or was serving
at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise (hereinafter an “indemnitee”), or by reason of any action alleged to have been taken or omitted
in such capacity against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid
in settlement and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or
suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 2 of Article
VI with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection
with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board
of Directors. The right to indemnification conferred by this Section 1 of Article VI also shall include the right of such persons described
in this Section 1 of Article VI to be paid in advance by the Corporation for their expenses (including attorneys’ fees) incurred
in connection with any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”)
to the full extent permitted by the laws of the State of Delaware, as from time to time in effect; provided, however, that, if
the General Corporation Law of the State of Delaware (the “DGCL”)
requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee) shall be made only upon delivery to the Corporation of an undertaking (hereinafter
an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined
by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that
such indemnitee is not entitled to be indemnified for such expenses under this Section 1 of Article VI or otherwise. The right to indemnification
conferred on such persons by this Section 1 of Article VI shall be a contract right.
SECTION
2. RIGHTS OF INDEMNITEE
TO BRING SUIT – If a claim under Section 1 of Article VI of these By-Laws is not paid in full by the Corporation within sixty (60)
days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which
case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense
of prosecuting or defending such suit. In (1) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but
not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (2) in any suit
brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled
to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth
in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors,
independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification
of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL,
nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors,
independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption
that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense
to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that
the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VI or otherwise shall be on the
Corporation.
SECTION
3. PERMISSIVE INDEMNIFICATION
OF NON-OFFICER EMPLOYEES AND AGENTS – The Corporation may indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether
or not an action by or in the right of the Corporation) by reason of the fact that the person is or was an employee (other than an officer)
or agent of the Corporation, or, while serving as an employee (other than an officer) or agent of the Corporation, is or was serving at
the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, to the extent (1) permitted by the laws of the State of Delaware as from time to time in effect, and (2) authorized
in the sole discretion of the President and at least one Vice President (the President and any of such other officers so authorizing such
indemnification, the “Authorizing Officers”). The Corporation may, to the extent permitted by Delaware law and authorized
in the sole discretion of the Authorizing Officers, pay expenses (including attorneys’ fees) reasonably incurred by any such employee
or agent in defending any civil, criminal, administrative or investigative action, suit or proceeding in advance of the final disposition
of such action, suit or proceeding, upon such terms and conditions as the Authorizing Officers authorizing such expense advancement determine
in their sole discretion. The provisions of this Section 3 of Article VI shall not constitute a contract right for any such employee or
agent.
SECTION
4. GENERAL PROVISIONS
– The rights and authority conferred in any of the Sections of this Article VI shall not be exclusive of any other right which any
person seeking indemnification or advancement of expenses may have or hereafter acquire under any statute, provision of the Certificate
of Incorporation or these By-Laws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or
her official capacity and as to action in another capacity while holding such office and shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
Neither the amendment or repeal of this Article VI or any of the Sections thereof nor the adoption of any provision of the Certificate
of Incorporation or these By-Laws or of any statute inconsistent with this Article VI or any of the Sections thereof shall eliminate or
reduce the effect of this Article VI or any of the Sections thereof in respect of any acts or omissions occurring prior to such amendment,
repeal or adoption or an inconsistent provision.
SECTION
5. INSURANCE –
The Corporation may purchase and maintain insurance in such amounts as the Board of Directors deems appropriate to protect each of itself
and any person who is or was a director, officer, employee, agent or fiduciary of the Corporation, a constituent corporation, or a subsidiary
or is or was serving at the request of one of such entities as a director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in
any such capacity, or arising out of such person’s status as such, whether or not the Corporation shall have the power to indemnify
such person against such liability under the provisions of this Section 5 of Article VI and the laws of the State of Delaware. To the
extent that the Corporation maintains any policy or policies providing such insurance, each such current or former director, officer or
employee, and each such agent or fiduciary to which rights of indemnification have been provided pursuant to Section 3 of Article VI,
shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for
any such current or former director, officer, employee, agent or fiduciary.
SECTION
6. OTHER INDEMNIFICATION
MATTERS – Reference is made to that certain Agreement and Plan of Merger, dated as of May 28, 2024 (as amended, supplemented or
modified, the “Merger Agreement”), by and among ConocoPhillips, Puma Merger Sub Corp. (“Merger Sub”),
and the Corporation, pursuant to which Merger Sub merged with and into the Corporation (the effective time of such merger, the “Effective
Time”). Notwithstanding anything in these By-Laws to the contrary, the provisions set forth in Article V (Indemnification)
of the bylaws of the Corporation, as in effect immediately prior to the Effective Time, shall remain in effect for the period beginning
as of the Effective Time and ending six years after the Effective Time for each Indemnified Person (as defined in Merger Agreement) and
shall for such duration control with respect to any acts or omissions that occurred prior to the Effective Time for such Indemnified Persons,
in accordance with Section 6.10(a) of the Merger Agreement.
ARTICLE
VII
AMENDMENTS
These By-Laws may be altered,
amended or repealed at any annual meeting of the stockholders (or at any special meeting thereof if notice of such proposed alteration,
amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares
constituting a majority of the voting power of the Corporation. Except as otherwise provided in the Certificate of Incorporation of the
Corporation, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present alter, amend or
repeal these By-Laws, or enact such other By-Laws as in their judgment may be advisable for the regulation and conduct of the affairs
of the Corporation.
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