false0000034088 0000034088 2020-07-27 2020-07-28 0000034088 us-gaap:CommonStockMember 2020-07-27 2020-07-28 0000034088 xom:ZeroPointOneFourTwoPercentNotesDue2024Member 2020-07-27 2020-07-28 0000034088 xom:ZeroPointFiveTwoFourPercentNotesDue2028Member 2020-07-27 2020-07-28 0000034088 xom:ZeroPointEightThreeFivePercentNotesDue2032Member 2020-07-27 2020-07-28 0000034088 xom:OnePointFourZeroEightPercentNotesDue2039Member 2020-07-27 2020-07-28

 

 

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): July 28, 2020

 

Exxon Mobil Corporation

(Exact name of registrant as specified in its charter)

 

 

New Jersey

1-2256

13-5409005

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

 

 

5959 Las Colinas Boulevard, Irving, Texas 75039-2298

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (972) 940-6000

 

 

 

 

 

 

(Former name or former address, if changed since last report)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Name of Each Exchange

Title of Each Class

Trading Symbol

 

on Which Registered

Common Stock, without par value

XOM

 

New York Stock Exchange

0.142% Notes due 2024

XOM24B

 

New York Stock Exchange

0.524% Notes due 2028

XOM28

 

New York Stock Exchange

0.835% Notes due 2032

XOM32

 

New York Stock Exchange

1.408% Notes due 2039

XOM39A

 

New York Stock Exchange

 

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))

 

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.

 


 

Item 8.01

Other Events

Exxon Mobil Corporation (“ExxonMobil”) has received notice of an unsolicited “mini-tender” offer by Ponos Industries LLC (“Ponos”) to purchase up to 1,000,000 shares of ExxonMobil’s common stock at an offer price of $48.00 per share. The shares subject to Ponos’ offer represent approximately 0.024 percent of the shares outstanding as of the date of the offer.

 

On July 28, 2020, ExxonMobil issued the press release attached to this Report as Exhibit 99, informing its shareholders that ExxonMobil does not endorse Ponos’ unsolicited mini-tender offer and recommending that shareholders do not tender their shares. Shareholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer, in accordance with Ponos’ offering documents. The offer is currently scheduled to expire at 1:00 p.m., New York City time, on Friday, November 27, 2020, but Ponos may extend the offering period at its discretion. ExxonMobil is not affiliated or associated in any way with Ponos, its mini-tender offer or the offer documentation.

 

Additional information concerning mini-tenders is included in the attached press release.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2


 

 

 

 

INDEX TO EXHIBITS

 

 

 

Exhibit No.

Description

 

 

99

News Release

 

 

104

Cover Page Interactive Data File (formatted as Inline XBRL).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3


 

 

 

 

SIGNATURE

 

 

 

 

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.

 

 

 

 

EXXON MOBIL CORPORATION

 

 

 

 

 

 

Date: July 28, 2020

By:

/s/ DAVID S. ROSENTHAL

 

 

David S. Rosenthal

 

 

Vice President and Controller

 

 

(Principal Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4


 

 

 

EXHIBIT 99

News Release

 

 

CONTACT:   ExxonMobil Media Relations

Exxon Mobil Corporation

                     (972) 940-6007

5959 Las Colinas Boulevard

 

Irving, TX  75039-2298

 

972 940 6007 Telephone

  

972 940 6143 Facsimile

 

 

 

FOR IMMEDIATE RELEASE

 

TUESDAY, JULY 28, 2020

 

 

 

 

 

 

ExxonMobil Recommends Shareholders Reject Below-Market Mini-Tender Offer by Ponos Industries LLC

 

 

 

 

IRVING, Texas — Exxon Mobil Corporation has received notice of an unsolicited mini-tender offer by Ponos Industries LLC to purchase up to 1 million shares of ExxonMobil common stock, which represents approximately 0.024 percent of the shares outstanding as of the April 27, 2020 offer date. 

 

Ponos' offer price of $48 per share is conditioned on the closing price per share exceeding $48 per share on the last day before the offer expires. This means that the offer will only be accepted if the offer is below market value. 

 

ExxonMobil recommends that stockholders do not tender their shares in response to Ponos’ offer because the offer is at a price below a conditional market price for ExxonMobil’s shares and subject to numerous conditions. ExxonMobil is not affiliated or associated in any way with Ponos, its mini-tender offer or the offer documentation.

 

Ponos has made many similar mini-tender offers for shares of other companies. Mini-tender offers seek to acquire less than 5 percent of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) that apply to offers for more than 5 percent of a company’s shares outstanding. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws.

 

The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” More on the SEC’s guidance to investors on mini-tender offers is available at www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.

 

ExxonMobil urges investors to obtain current market quotations for their shares, to consult with their broker or financial advisor and to exercise caution with respect to Ponos’ offer. ExxonMobil recommends that shareholders who have not responded to Ponos’ offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer, in accordance with Ponos’ offering documents. The offer is currently scheduled to expire at 1 p.m. EST on Friday, Nov. 27, 2020. Ponos may extend the offering period at its discretion.

ExxonMobil encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

 


 

ExxonMobil requests that a copy of this news release be included with all distributions of materials relating to Ponos’ mini-tender offer related to ExxonMobil shares of common stock.

 

###

About ExxonMobil

 

ExxonMobil, one of the largest publicly traded international energy companies, uses technology and innovation to help meet the world’s growing energy needs. ExxonMobil holds an industry-leading inventory of resources, is one of the largest refiners and marketers of petroleum products, and its chemical company is one of the largest in the world. To learn more, visit exxonmobil.com and the Energy Factor.

 

Follow us on Twitter and LinkedIn.

 


v3.20.2
Cover
Jul. 28, 2020
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Entity Central Index Key 0000034088
Document Period End Date Jul. 28, 2020
Entity Registrant Name Exxon Mobil Corporation
Entity Incorporation, State or Country Code NJ
Entity File Number 1-2256
Entity Tax Identification Number 13-5409005
Entity Address, Address Line One 5959 Las Colinas Boulevard
Entity Address, City Or Town Irving
Entity Address, State Or Province TX
Entity Address, Postal Zip Code 75039-2298
City Area Code 972
Local Phone Number 940-6000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock, without par value [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, without par value
Trading Symbol XOM
Security Exchange Name NYSE
Zero Point One Four Two Percent Notes Due 2024 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 0.142% Notes due 2024
Trading Symbol XOM24B
Security Exchange Name NYSE
Zero Point Five Two Four Percent Notes Due 2028 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 0.524% Notes due 2028
Trading Symbol XOM28
Security Exchange Name NYSE
Zero Point Eight Three Five Percent Notes Due 2032 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 0.835% Notes due 2032
Trading Symbol XOM32
Security Exchange Name NYSE
One Point Four Zero Eight Percent Notes Due 2039 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 1.408% Notes due 2039
Trading Symbol XOM39A
Security Exchange Name NYSE