We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Marathon Oil Corp | NYSE:MRO | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.03 | -0.11% | 27.65 | 5,837 | 12:44:19 |
Delaware
(State or other jurisdiction of incorporation or organization) |
5555 San Felipe Street
Houston, Texas 77056-2723 (713) 629-6600 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
25-0996816
(I.R.S. Employer Identification No.) |
Large accelerated filer þ
|
Accelerated filer o
|
Emerging growth company
o
|
Smaller reporting company o
|
Non-accelerated filer o
|
|
Amount to be Registered/
Proposed Maximum Offering Price
Per Unit/Proposed Maximum Offering Price/Amount of Registration Fee(1)(2) |
|
Title of Each Class of
Securities to be Registered
|
||
Senior Debt Securities and Subordinated Debt Securities of
Marathon Oil Corporation |
|
|
Common Stock, par value $1.00 per share, of Marathon Oil Corporation(3)
|
|
|
Preferred Stock (without par value) of Marathon Oil Corporation
|
|
|
Warrants of Marathon Oil Corporation
|
|
|
Stock Purchase Contracts of Marathon Oil Corporation
|
|
|
Stock Purchase Units of Marathon Oil Corporation
|
|
|
(1)
|
An indeterminate number or amount of senior and subordinated debt securities, common stock, preferred stock, warrants, stock purchase contracts and stock purchase units of Marathon Oil Corporation is being registered as may from time to time be issued at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions.
|
(2)
|
In accordance with Rules 456(b) and 457(r) of the Securities Act, Marathon Oil Corporation is deferring payment of all of the registration fees, which will be paid from time to time in connection with one or more offerings of securities to be made hereunder.
|
(3)
|
Includes an indeterminate number of shares of common stock to be issued by Marathon Oil Corporation upon settlement of the stock purchase contracts.
|
|
We will provide additional terms of our securities in one or more supplements to this prospectus. You should read this prospectus and the related prospectus supplement carefully before you invest in our securities. No person may use this prospectus to offer and sell our securities unless a prospectus supplement accompanies this prospectus.
|
The Offering
We may offer from time to time:
• senior debt securities;
• subordinated debt securities;
• common stock;
• preferred stock;
• warrants;
• stock purchase contracts; and
• stock purchase units.
|
•
|
United States - explores for, produces and markets crude oil and condensate, natural gas liquids and natural gas in the United States; and
|
•
|
International - explores for, produces and markets crude oil and condensate, natural gas liquids and natural gas outside of the United States and produces and markets products manufactured from natural gas, such as liquefied natural gas and methanol, in Equatorial Guinea.
|
•
|
our Annual Report on Form 10-K for the year ended December 31, 2018;
|
•
|
our Quarterly Reports on Form 10-Q for the periods ended March 31, 2019, June 30, 2019, and September 30, 2019;
|
•
|
our Current Reports on Form 8-K and Form 8-K/A filed with the SEC on January 30, 2019, February 28, 2019, May 30, 2019, May 31, 2019, July 3, 2019, August 14, 2019, September 24, 2019 and October 3, 2019; and
|
•
|
the description of our common stock contained in our Current Report on Form 8-K filed on May 9, 2012.
|
•
|
conditions in the oil and gas industry, including pricing and supply/demand levels for crude oil and condensate, NGLs and natural gas;
|
•
|
changes in expected reserve or production levels;
|
•
|
changes in political or economic conditions in the jurisdictions in which we operate, including changes in foreign currency exchange rates, interest rates, inflation rates, and global and domestic market conditions;
|
•
|
risks relating to our hedging activities;
|
•
|
liability resulting from litigation;
|
•
|
our ability to complete our announced acquisitions on the timeline currently anticipated, if at all;
|
•
|
capital available for exploration and development;
|
•
|
the inability of any party to satisfy closing conditions or delays in execution with respect to our asset acquisitions and dispositions;
|
•
|
drilling and operational risks;
|
•
|
lack of, or disruption in, access to pipelines or other transportation methods;
|
•
|
well production timing;
|
•
|
availability of drilling rigs, materials and labor, including associated costs;
|
•
|
difficulty in obtaining necessary approvals and permits;
|
•
|
non-performance by third parties of their contractual obligations;
|
•
|
unforeseen hazards such as weather conditions, acts of war or terrorist acts and the governmental or military response thereto;
|
•
|
cyber-attacks;
|
•
|
changes in safety, health, environmental, tax and other regulations or other requirements or initiatives, including those addressing the impact of global climate change, flaring or water management;
|
•
|
other geological, operating and economic considerations; and
|
•
|
the risk factors, forward-looking statements and challenges and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, 2018, Quarterly Reports on Form 10-Q and other filings with the SEC.
|
•
|
the title of the debt securities;
|
•
|
any limit on the aggregate principal amount of the debt securities;
|
•
|
the person or entity to whom any interest will be payable, if that person or entity is not the registered owner of the debt securities;
|
•
|
the date or dates on which the principal of and any premium on the debt securities will be payable;
|
•
|
the rates, which may be fixed or variable, per annum at which the debt securities will bear interest, if any, and the date or dates from which any interest will accrue;
|
•
|
the dates on which the interest, if any, on the debt securities will be payable, and the regular record dates for the interest payment dates or the method for determining those dates;
|
•
|
the place or places where payments on the debt securities will be payable;
|
•
|
the terms and conditions on which the debt securities may, under any optional or mandatory redemption provisions, be redeemed;
|
•
|
any mandatory or optional sinking fund or similar provisions or provisions for mandatory redemption or purchase at the option of the holder;
|
•
|
the denominations in which the debt securities will be issuable, if other than denominations of $1,000 or any multiple of that amount;
|
•
|
any index, formula or other method used to determine the amount of payment of principal of or any premium or interest on the debt securities;
|
•
|
if other than the currency of the United States of America, the currency of payment of principal of or any premium or interest on the debt securities;
|
•
|
if, at our election or the election of the holder, the principal of or any premium or interest on any debt securities is to be payable in one or more currencies or currency units other than
|
•
|
if other than the full principal amount of the debt securities, the portion of the principal amount of the debt securities that will be payable on the declaration of acceleration of the maturity of the debt securities;
|
•
|
if the principal amount payable at maturity will not be determinable as of one or more dates prior to maturity, the amount that will be deemed to be the principal amount as of any such date;
|
•
|
any terms on which the debt securities may be convertible into or exchanged for our securities or indebtedness of any kind or of any other issuer or obligor and the terms and conditions on which a conversion or exchange will be effected, including the initial conversion or exchange price or rate, the conversion period and any other additional provisions;
|
•
|
the applicability of the defeasance provisions described below under “—Satisfaction and Discharge; Defeasance Under the Senior Indenture,” and any conditions under which those provisions will apply;
|
•
|
if the debt securities will be issuable only in the form of a global security as described below under “—Book-entry Debt Securities,” the depositary for the debt securities;
|
•
|
any changes in or additions to the events of default or covenants this prospectus describes;
|
•
|
the payment of any additional amounts with respect to the debt securities; and
|
•
|
any other terms of the debt securities.
|
•
|
existing on the date of the senior indenture;
|
•
|
incurred in connection with the acquisition or construction of any property;
|
•
|
previously existing on acquired property or existing on the property of any entity when it becomes a subsidiary of ours;
|
•
|
in favor of the United States, any state, or any agency, department, political subdivision or other instrumentality of either, to secure payments to us under the provisions of any contract or statute;
|
•
|
in favor of the United States, any state, or any agency, department, political subdivision or other instrumentality of either, to secure borrowings for the purchase or construction of the property mortgaged;
|
•
|
in connection with a sale or other transfer of (1) oil, gas or other minerals in place for a period of time until, or in an amount such that, the purchase will realize a specified amount of money or a specified amount of minerals or (2) any interest of the character commonly referred to as an “oil payment” or a “production payment”;
|
•
|
to secure the cost of the repair, construction, improvement, alteration, exploration, development or drilling of all or part of a principal property;
|
•
|
on various facilities and personal property located at or on a principal property;
|
•
|
arising in connection with the sale of accounts receivable resulting from the sale of oil or gas at the wellhead; or
|
•
|
that is a renewal of or substitution for any mortgage permitted under any of the provisions described in the preceding clauses.
|
•
|
all current liabilities, excluding all long-term debt due within one year;
|
•
|
all investments in unconsolidated subsidiaries and all investments accounted for on the equity basis; and
|
•
|
all goodwill, patents and trademarks, unamortized debt discount and other similar intangibles;
|
•
|
the lease is an intercompany lease between us and one of our subsidiaries or between any of our subsidiaries;
|
•
|
the lease is for a temporary period by the end of which it is intended that the use of the leased property will be discontinued;
|
•
|
we or a subsidiary of ours could mortgage the property without equally and ratably securing the senior debt securities under the covenant described above under the caption “—Creation of Certain Liens”;
|
•
|
the transfer is incident to or necessary to effect any operating, farm-out, farm-in, unitization, acreage exchange, acreage contribution, bottom-hole or dry-hole arrangement or pooling agreement or other agreement of the same general nature relating to the acquisition, exploration, maintenance, development or operation of oil and gas properties in the ordinary course of business or as required by any regulatory agency having jurisdiction over the property; or
|
•
|
we promptly inform the trustee of the sale, the net proceeds of the sale are at least equal to the fair value of the property and within 180 days of the sale the net proceeds are applied to the retirement or in-substance defeasance of our funded debt (subject to reduction, under circumstances the senior indenture specifies).
|
•
|
we are the continuing corporation or the successor entity (if other than us) is a corporation or other entity organized under the laws of the United States or any state thereof that expressly assumes our obligations under the senior indenture and the outstanding senior debt securities; and
|
•
|
immediately after the merger, consolidation, sale or conveyance, no event of default under the senior indenture shall have occurred and be continuing.
|
(1)
|
our failure to pay interest on any senior debt security of that series when due, continuing for 30 days;
|
(2)
|
our failure to pay the principal of or premium on any senior debt security of that series when due and payable;
|
(3)
|
our failure to deposit any sinking fund payment when due by the terms of the senior debt securities of that series;
|
(4)
|
our failure to perform under any other covenant or warranty applicable to the senior debt securities of that series and not specifically dealt with in the definition of “event of default” for a period of 90 days after written notice to us of that failure;
|
(5)
|
specified events of bankruptcy, insolvency or reorganization; or
|
(6)
|
any other event of default provided with respect to the senior debt securities of that series.
|
•
|
in the payment of principal of or any premium or interest on any senior debt security of that series; or
|
•
|
respecting a covenant or provision that cannot be modified without the consent of the holder of each outstanding senior debt security of that series.
|
•
|
the holder has given prior written notice to the trustee of a continuing event of default with respect to the senior debt securities of that series;
|
•
|
the holders of at least 25% in principal amount of the outstanding senior debt securities of that series have made a written request to the trustee to institute proceedings with respect to the event of default;
|
•
|
the holders making the request have offered the trustee reasonable indemnity against costs, expenses and liabilities to be incurred in compliance with the request;
|
•
|
the trustee for 60 days after its receipt of the notice, request and offer of indemnity has failed to institute any such proceeding; and
|
•
|
during that 60-day period, the holders of a majority in principal amount of the senior debt securities of that series do not give the trustee a direction inconsistent with the request.
|
•
|
to evidence the succession of another person to us;
|
•
|
to add to covenants for the benefit of the holders of senior debt securities or to surrender any right or power conferred on us by the senior indenture;
|
•
|
to add additional events of default for the benefit of holders of all or any series of senior debt securities;
|
•
|
to add or change provisions of the senior indenture to allow the issuance of senior debt securities in other forms;
|
•
|
to add to, change or eliminate any of the provisions of the senior indenture respecting one or more series of senior debt securities under conditions the senior indenture specifies;
|
•
|
to secure the senior debt securities under the requirements of the senior indenture or otherwise;
|
•
|
to establish the form or terms of senior debt securities of any series as permitted by the senior indenture;
|
•
|
to evidence the appointment of a successor trustee; or
|
•
|
to cure any ambiguity or to correct or supplement any provision of the senior indenture that may be defective or inconsistent with any other provision in the senior indenture, or to make any other provisions with respect to matters or questions arising under the senior indenture as shall not adversely affect the interests of the holders of senior debt securities of any series in any material respect.
|
•
|
change the fixed maturity or reduce the principal amount, reduce the rate or extend the time of payment of any premium or interest thereon, or change the currency in which the senior debt securities are payable, or adversely affect any right of the holder of any senior debt security to require us to repurchase that senior debt security; or
|
•
|
reduce the percentage of senior debt securities required for consent to any such modification or supplemental indenture.
|
•
|
we deliver to the trustee all senior debt securities then outstanding for cancellation; or
|
•
|
all senior debt securities have become due and payable or are to become due and payable within one year or are to be called for redemption within one year and we deposit an amount of cash sufficient to pay the principal of and premium, if any, and interest on those senior debt securities to the date of maturity or redemption.
|
•
|
we will be discharged from our obligations with respect to the senior debt securities of that series (“legal defeasance”); or
|
•
|
we will no longer have any obligation to comply with the restrictive covenants under the senior indenture, and the related events of default will no longer apply to us, but some of our other obligations under the senior indenture and the senior debt securities of that series, including our obligation to make payments on those senior debt securities, will survive (“covenant defeasance”).
|
•
|
register the transfer or exchange of senior debt securities;
|
•
|
replace mutilated, destroyed, lost or stolen senior debt securities; and
|
•
|
maintain paying agencies and hold moneys for payment in trust.
|
•
|
all indebtedness of Marathon Oil, whether outstanding on the date of the subordinated indenture or subsequently created, incurred or assumed, which is for money borrowed, or evidenced by a note or similar instrument given in connection with the acquisition of any business, properties or assets, including securities;
|
•
|
any indebtedness of others of the kinds described in the preceding clause for the payment of which Marathon Oil is responsible or liable (directly or indirectly, contingently or otherwise) as guarantor or otherwise; and
|
•
|
amendments, renewals, extensions and refundings of any indebtedness described in the two preceding clauses, unless in any instrument or instruments evidencing or securing that indebtedness or pursuant to which the same is outstanding, or in any such amendment, renewal, extension or refunding, it is expressly provided that such indebtedness is not superior in right of payment to the subordinated debt securities of any series.
|
•
|
during a period beginning 15 business days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or
|
•
|
if we have called the debt security for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part.
|
•
|
1,925,000,000 shares of common stock; and
|
•
|
26,000,000 shares of preferred stock, issuable in series.
|
•
|
our financial condition and performance;
|
•
|
our cash needs and capital investment plans;
|
•
|
our obligations to holders of any preferred stock we may issue;
|
•
|
income tax consequences; and
|
•
|
the restrictions Delaware and other applicable laws then impose.
|
•
|
the series designation of the preferred stock;
|
•
|
the maximum number of shares of the series;
|
•
|
the dividend rate or the method of calculating the dividend, the date from which dividends will accrue and whether dividends will be cumulative;
|
•
|
any liquidation preference;
|
•
|
any optional redemption provisions;
|
•
|
any sinking fund or other provisions that would obligate us to redeem or repurchase the preferred stock;
|
•
|
any terms for the conversion or exchange of the preferred stock for any other securities;
|
•
|
any voting rights; and
|
•
|
any other preferences and relative, participating, optional or other special rights or any qualifications, limitations or restrictions on the rights of the shares.
|
•
|
for any breach of the director’s duty of loyalty to us or our stockholders;
|
•
|
for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
|
•
|
for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; and
|
•
|
for any transaction from which the director derived an improper personal benefit.
|
•
|
before that person became an interested stockholder, the board of directors of the corporation approved the transaction in which that person became an interested stockholder or approved the business combination;
|
•
|
on completion of the transaction that resulted in that person’s becoming an interested stockholder, that person owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, other than stock held by (1) directors who are also officers of the corporation or (2) any employee stock plan that does not provide employees with the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
•
|
following the transaction in which that person became an interested stockholder, both the board of directors of the corporation and the holders of at least two-thirds of the outstanding voting stock of the corporation not owned by that person approve the business combination.
|
•
|
the title of the warrants;
|
•
|
the aggregate number of warrants offered;
|
•
|
the designation, number and terms of the debt securities, common stock, preferred stock or other securities purchasable on exercise of the warrants, and procedures that may result in the adjustment of those numbers;
|
•
|
the exercise price of the warrants;
|
•
|
the dates or periods during which the warrants are exercisable;
|
•
|
the designation and terms of any securities with which the warrants are issued;
|
•
|
if the warrants are issued as a unit with another security, the date on and after which the warrants and the other security will be separately transferable;
|
•
|
if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated;
|
•
|
any minimum or maximum amount of warrants that may be exercised at any one time;
|
•
|
any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants; and
|
•
|
any other terms of the warrants.
|
•
|
shorten the period of time during which the warrants may be exercised; or
|
•
|
otherwise materially and adversely affect the exercise rights of the holders of the warrants.
|
SEC registration fee
|
$ *
|
Printing expenses
|
†
|
Legal fees and expenses
|
†
|
Accounting fees and expenses
|
†
|
Fees and expenses of trustee and counsel
|
†
|
Rating agency fees
|
†
|
Miscellaneous
|
†
|
Total
|
$
|
*
|
Applicable SEC registration fees have been deferred in accordance with Rules 456(b) and 457(r) of the Securities Act and are not estimable at this time.
|
†
|
Estimated expenses are not presently known. An estimate of the aggregate amount of these expenses will be reflected in the applicable prospectus supplement.
|
Exhibit No.
|
Description of Exhibit
|
|
**3.1
|
|
|
**3.2
|
|
|
**3.3
|
|
|
**4.1
|
|
|
**4.2
|
|
|
5.1
|
|
|
23.1
|
|
|
23.2
|
|
|
23.3
|
|
|
23.4
|
|
|
24.1
|
|
|
25.1
|
|
|
25.2
|
|
|
**99.1
|
|
|
**99.2
|
|
|
**99.3
|
|
|
**99.4
|
|
|
**99.5
|
|
|
**99.6
|
|
|
**99.9
|
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
(2)
|
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4)
|
That, for the purpose of determining liability under the Securities Act to any purchaser:
|
(i)
|
Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
(ii)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
(5)
|
That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities:
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
|
(b)
|
The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(c)
|
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
|
Signature
|
Title
|
/s/Lee M. Tillman
Lee M. Tillman |
President and Chief Executive
Officer (Principal Executive Officer) and Chairman |
/s/Dane E. Whitehead
Dane E. Whitehead |
Executive Vice President and Chief Financial Officer
|
/s/Gary E. Wilson
Gary E. Wilson |
Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)
|
/s/ Gregory H. Boyce
Gregory H. Boyce |
Director
|
/s/ Chadwick C. Deaton
Chadwick C. Deaton |
Director
|
/s/ Marcela E. Donadio
Marcela E. Donadio |
Director
|
/s/ Jason B. Few
Jason B. Few |
Director
|
/s/ Douglas L. Foshee
Douglas L. Foshee |
Director
|
/s/ M. Elise Hyland
M. Elise Hyland |
Director
|
/s/ J. Kent Wells
J. Kent Wells |
Director
|
1 Year Marathon Oil Chart |
1 Month Marathon Oil Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions