Marathon Oil Corporation

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- issuer deemed to be no longer a reporting issuer under securities legislation -- issuer is wholly-owned subsidiary of U.S.-based parent, with widely held debt securities outstanding -- issuer meets some elements of modified procedure, but does not meet criteria of filing disclosure under U.S. securities laws and being listed on a U.S. exchange -- issuer carried out consent solicitation of note holders that included amending the indentures to provide that no disclosure would be given to note holders -- previous and subsequent to the amendments the note indentures did not require the issuer to maintain reporting issuer status -- note holders had opportunity to exit by way of cash tender offers and exchange offers.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii).

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

Citation: Re Marathon Oil Corporation, 2025 ABASC 45

April 29, 2025

IN THE MATTER OF
THE SECURITIES LEGISLATION OF ALBERTA AND ONTARIO
(the Jurisdictions)

AND

IN THE MATTER OF
THE PROCESS FOR CEASE TO BE
A REPORTING ISSUER APPLICATIONS

AND

IN THE MATTER OF
MARATHON OIL CORPORATION
(the Filer)

ORDER

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

(a) the Alberta Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that section 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia and Newfoundland and Labrador; and

(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

This order is based on the following facts represented by the Filer:

1. The Filer is a corporation governed by the laws of the State of Delaware, with its head office located in Houston, Texas.

2. The Filer is a reporting issuer under the securities laws of Alberta, British Columbia, Manitoba, Ontario, Québec, Saskatchewan New Brunswick, Newfoundland and Labrador and Nova Scotia (collectively, the Reporting Jurisdictions), and is seeking the Order Sought in each Reporting Jurisdiction. The Filer became a reporting issuer in each of the Reporting Jurisdictions in October 2007 as a result of the issuance by the Filer of common shares to shareholders of Western Oil Sands Inc. (Western), which was then a reporting issuer in the Reporting Jurisdictions, in exchange for all of the common shares of Western, pursuant to a plan of arrangement under the Business Corporations Act (Alberta).

3. The Filer is not in default of securities legislation in any jurisdiction.

4. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.

5. The Filer has no business interests, employees, assets or premises in Canada.

6. On November 22, 2024, ConocoPhillips completed the acquisition of the Filer (the Merger) pursuant to an agreement and plan of merger dated as of May 28, 2024. Upon the completion of the Merger, the stock of the Filer was delisted from the New York Stock Exchange (the NYSE Delisting).

7. As a result of the Merger, all of the Filer's issued and outstanding common shares are held by ConocoPhillips. The only other outstanding securities issued by the Filer are the Notes (as defined below). The Notes are not convertible or exchangeable into any other voting or equity securities of the Filer. The Notes entitle holders to the payment of principal and interest only, and do not entitle the holders to participate in the distribution of the assets of the Filer upon a liquidation or winding up.

8. The Notes have not been listed for trading on any exchange.

9. The Notes trade in the over-the-counter market in the United States, which is the usual means by which investment grade debt securities publicly or privately offered in the United States that are not listed on an exchange are traded.

10. In connection with the completion of the Merger, the Filer filed a Form 15 with the SEC on December 2, 2024 to terminate the registration of its securities (including the Notes) under the 1934 Act, and to suspend the Filer's reporting obligations under section 13 and section 15(d) of the 1934 Act (the Deregistration).

11. As a result of the NYSE Delisting and the Deregistration, the Filer is not subject to any statutory or regulatory (including any stock exchange) continuous disclosure reporting obligations, other than those arising from the Filer being a reporting issuer in the Reporting Jurisdictions.

12. Prior to the NYSE Delisting and the Deregistration, the Filer was an "SEC foreign issuer" under National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers, allowing it to satisfy continuous disclosure obligations under the securities laws of the Reporting Jurisdictions by filing the documents that it filed with the SEC.

13. On December 30, 2024, the Filer completed a successful solicitation (the Consent Solicitation) of holders of Notes for their consent to adopt certain amendments (the Amendments) to each of the indentures governing the Notes (collectively, the Note Indentures). Noteholders representing approximately 88% of the aggregate principal amount of each series of the Notes consented to the Amendments, thereby exceeding the noteholder consent threshold of 50% required to make the Amendments.

14. In conjunction with the Consent Solicitation, ConocoPhillips Company (CPCo), a wholly-owned subsidiary of ConocoPhillips, also completed the following:

(a) cash tender offers for the Notes then outstanding (the Cash Tender Offers), pursuant to which CPCo purchased US$2,700,000,000 of the aggregate principal amount of the Notes;

(b) exchange offers for the Notes then outstanding (the Exchange Offers), pursuant to which CPCo issued US$900,000,000 aggregate principal amount of new notes that were fully and unconditionally guaranteed by ConocoPhillips.

15. The Filer currently has, following the completion of the Cash Tender Offers and the Exchange Offers, six series of notes outstanding in an aggregate principal amount of US$451,867,000 (collectively, the Notes).

16. Ownership of the Notes is held in book-entry form through Cede & Co., a nominee for The Depository Trust Company (DTC), which is the sole registered holder of each series of Notes.

17. In order to ascertain the number of beneficial holders of Notes and their geographical location, the Filer has made inquiry through Broadridge Financial Solutions, Inc. (Broadridge). Broadridge reviewed the positions in the book-entry system maintained by DTC, and canvassed such participants as to the beneficial holders of Notes. As a result of this process, Broadridge was able to provide data on the number of beneficial holders and their geographical location for approximately 87.73% of the outstanding aggregate principal amount of Notes (the Surveyed Notes). Broadridge has advised the Filer that due to: (1) inter-participant lending; (2) the potential for some Notes to be in the midst of trade settlement; (3) some beneficial holders electing not to be identified; and (4) approximately 2% of the aggregate principal amount of Notes being held through DTC participants who do not subscribe to the services of Broadridge, identifying the number and location of the beneficial holders of 100% of the Notes is not possible. Since the results of such investigation count beneficial holders by each series of Notes separately and some beneficial holders of Notes may own Notes of more than one series, the total number of beneficial holders may be lower than the number described below. Based on such investigation, for the Surveyed Notes, as of February 12, 2025.

(a) there are 13 beneficial holders located in Canada (representing approximately 0.14% of total beneficial holders worldwide), and

(b) the 13 beneficial holders hold approximately US$484,000 aggregate principal amount of the Notes (representing approximately 0.11% of the aggregate principal amount of the Notes outstanding).

18. The Filer is not eligible to use the simplified procedure set out in section 19 of National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (NP 11-206), as the Filer does not meet the requirement of having fewer than 51 securityholders in total worldwide.

19. Regarding the modified procedure set out in section 20 of NP 11-206, the Filer notes the following:

(a) The Filer does not meet paragraph (1)(a), because as a result of the Deregistration and the NYSE Delisting, the Filer no longer files continuous disclosure reports under U.S. securities laws, and is no longer listed on a U.S. exchange;

(b) The Filer is of the view that it meets paragraph (1)(b);

(c) The Filer makes the representation contemplated in (1)(c), below.

20. The Notes were issued by the Filer primarily in the United States pursuant to offerings made under registration statements filed with the SEC. No Notes were issued to purchasers resident in Canada.

21. As part of the Consent Solicitation conducted in conjunction with the Cash Tender Offers and the Exchange Offers, the Filer disclosed to holders of Notes that it intended to file a Form 15 with the SEC to effect the Deregistration.

22. The Note Indentures do not, and did not prior to the Consent Solicitation, require the Filer to maintain its status as a reporting issuer in any jurisdiction of Canada.

23. As a result of the Amendments, among other things, the Note Indentures no longer contain any obligation by the Filer to furnish any disclosure to the holders of the Notes.

24. The Filer has no intention to redeem any of the Notes prior to their maturity.

25. In the 12 months before making the application for this decision, the Filer has not taken any steps that indicate there is a market for its securities in Canada, including conducting a prospectus offering in Canada, establishing or maintaining a listing on an exchange in Canada or having its securities traded on a marketplace or any other facility in Canada for bringing together buyers and sellers where trading data is publicly reported.

26. The Filer has no intention to seek public financing by way of an offering of its securities in Canada.

Decision

Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

"Timothy Robson"
Manager, Legal
Corporate Finance
Alberta Securities Commission

OSC File #: 2025/0173