---
title: "ConocoPhillips → Marathon Oil"
url: "https://mahouse.world/ma-deals/conocophillips-buy-marathon-oil-2024"
type: "M&A deal"
year: "2024"
---

# ConocoPhillips → Marathon Oil

One of several large US shale deals of 2024, ConocoPhillips' share-for-share purchase of Marathon Oil paid off through cost rather than growth: the synergy estimate doubled to more than $1bn a year, followed by asset sales and deep job cuts.

An all-stock purchase including $5.4bn of debt, adding Bakken, Eagle Ford and Permian acreage plus Equatorial Guinea LNG.

- **Acquirer:** ConocoPhillips (United States)
- **Target:** Marathon Oil (United States)
- **Value:** $22.5B
- **Announced:** May 2024
- **Completed:** November 2024
- **Sector:** Energy
- **Deal type:** acquisition

## Why it mattered

ConocoPhillips, one of the world's leading exploration and production companies, had already bought Concho Resources for $9.7bn in 2021 and Shell's Permian assets for about $9.5bn. Marathon Oil was a US shale producer with wells in the Eagle Ford, the Bakken, Oklahoma and the Delaware Basin, plus gas and LNG in Equatorial Guinea. The agreement announced on 29 May 2024 offered 0.2550 ConocoPhillips shares for each Marathon share, a 14.7% premium to the previous close, for an enterprise value of $22.5bn. ConocoPhillips promised at least $500m of annual savings within a year and more than 2bn barrels of resource at an average cost of supply below $30 a barrel. Alongside the deal it announced a 34% dividend increase and planned over $20bn of buybacks in three years, enough to retire the equivalent of the new shares in two to three years at recent prices.

The deal came in the same year as Diamondback's purchase of Endeavor and ExxonMobil's completion of its takeover of Pioneer Natural Resources, which the Federal Trade Commission cleared only after barring Pioneer's former chief executive from Exxon's board. The FTC sent ConocoPhillips and Marathon a second request in July 2024 but let the waiting period expire on 20 November, and the deal closed on 22 November 2024.

## What it left behind

At completion ConocoPhillips valued the equity at about $16.5bn, issuing some 143 million shares and assuming $4.6bn of Marathon debt, and it already expected synergies of more than $1bn. Integration was finished in the first half of 2025, and by the end of that year ConocoPhillips reported more than $1bn of run-rate synergies plus about $1bn of one-time tax benefits. Lower oil prices then pushed it further. In August 2025 it set a $5bn disposal target, completing $3.2bn by year-end, including Anadarko Basin assets for $1.2bn; in September it announced plans to cut about a quarter of its workforce. Headcount fell from about 11,800 at the end of 2024 to about 9,900 a year later, and Equatorial Guinea became one of its producing countries.

Between producers with adjacent acreage, the synergies a buyer can bank are the ones it controls — overheads, operating costs and capital efficiency; oil prices decide whether the premium looks cheap or dear, and the cost plan has to work either way.

Source: https://www.conocophillips.com/news-media/story/conocophillips-to-acquire-marathon-oil-corporation-in-all-stock-transaction-provides-shareholder-distribution-update/