The adjustment to fair value of the senior notes
of approximately $
0.8
billion on the acquisition date will be
amortized as an adjustment to interest expense over
the remaining contractual terms of the
senior notes.
On February 8, 2021, we completed a debt exchange
offer related to the debt assumed from Concho.
Of the
approximately $
3.9
billion in aggregate principal amount of Concho’s senior notes offered in the
exchange,
98
percent, or approximately $
3.8
billion, were tendered and accepted.
The new debt issued by ConocoPhillips
has the same interest rates and maturity dates
as the Concho senior notes.
The portion not exchanged,
approximately $
67
million, remains outstanding across five series
of senior notes issued by Concho.
The debt
exchange was treated as a debt modification
for accounting purposes resulting in a portion
of the unamortized
fair value adjustment of the Concho senior notes
allocated to the new debt issued by ConocoPhillips
on the
settlement date of the exchange.
The new debt issued in the exchange is fully
and unconditionally guaranteed
by ConocoPhillips Company.
See Note 3—Acquisitions and Dispositions,
for more information on the
We have a revolving credit facility totaling $
6.0
billion with an expiration date of May 2023.
Our revolving
credit facility may be used for direct bank borrowings,
the issuance of letters of credit totaling
up to $
500
million, or as support for our commercial paper
program.
The revolving credit facility is broadly syndicated
among financial institutions and does not contain
any material adverse change provisions or any covenants
requiring maintenance of specified financial
ratios or credit ratings.
The facility agreement contains a cross-
default provision relating to the failure to pay principal
or interest on other debt obligations of $
200
more by ConocoPhillips, or any of its consolidated
subsidiaries.
The amount of the facility is not subject to
redetermination prior to its expiration date.
Credit facility borrowings may bear interest at
a margin above rates offered by certain designated banks in the
London interbank market or at a margin above the overnight
federal funds rate or prime rates offered by
certain designated banks in the U.S.
The agreement calls for commitment fees
on available, but unused,
amounts.
The agreement also contains early termination
rights if our current directors or their approved
successors cease to be a majority of the Board
of Directors.
The revolving credit facility supports our ability
to issue up to $
6.0
billion of commercial paper, which is
primarily a funding source for short-term working capital
needs.
Commercial paper maturities are generally
limited to
90 days
, and is included in the short-term debt on our consolidated
balance sheet.
With $
300
of commercial paper outstanding and
no
direct borrowings or letters of credit, we had
access to $
5.7
available borrowing capacity under our revolving credit
facility at March 31, 2021.
At December 31, 2020, we
had $
300
million of commercial paper outstanding
and
no
direct borrowings or letters of credit issued.
In October 2020, Moody’s affirmed its rating of our senior long-term debt of “A3” with a “stable” outlook, and
affirmed its rating of our short-term debt as “Prime-2.” In January 2021, Fitch affirmed its rating of our long-
term debt as “A” with a “stable” outlook and affirmed its rating of our short-term debt as “F1+.” On January
25, 2021, S&P revised its industry risk assessment of the E&P industry to “Moderately High” from
“Intermediate” based on a view of increasing risks from the energy transition, price volatility, and weaker
profitability. On February 11, 2021, S&P downgraded its rating of our long-term debt from “A” to “A-” with a
“stable” outlook and downgraded its rating of our short-term debt from “A-1” to “A-2.” We do not have any
ratings triggers on any of our corporate debt that would cause an automatic default, and thereby impact our
access to liquidity, upon downgrade of our credit ratings. If our credit ratings are downgraded from their
current levels, it could increase the cost of corporate debt available to us and restrict our access to the
commercial paper markets. If our credit rating were to deteriorate to a level prohibiting us from accessing the
commercial paper market, we would still be able to access funds under our revolving credit facility.
At March 31, 2021, we had $
283
million of certain variable rate demand
bonds (VRDBs) outstanding with
maturities ranging through 2035.
The VRDBs are redeemable at the option of the
bondholders on any business
day.
If they are ever redeemed, we have the ability
and intent
to refinance on a long-term basis, therefore, the
VRDBs are included in the “Long-term debt” line
on our consolidated balance sheet.