Underwriting Agreement dated June 23, 2020 among Exxon Mobil Corporation and the several underwriters named therein

EX-1.1 2 d914260dex11.htm EX-1.1 EX-1.1

EXHIBIT 1.1

Execution Version

UNDERWRITING AGREEMENT

June 23, 2020

Exxon Mobil Corporation

5959 Las Colinas Boulevard

Irving, Texas 75039

Ladies and Gentlemen:

We (the “Underwriters”) understand that Exxon Mobil Corporation, a New Jersey corporation (the “Company”), proposes to issue and sell €1,500,000,000 aggregate principal amount of its 0.142% Notes due 2024 (the “2024 Fixed Rate Notes”), €1,000,000,000 aggregate principal amount of its 0.524% Notes due 2028 (the “2028 Fixed Rate Notes”), €1,000,000,000 aggregate principal amount of its 0.835% Notes due 2032 (the “2032 Fixed Rate Notes”) and €1,000,000,000 aggregate principal amount of its 1.408% Notes due 2039 (the “2039 Fixed Rate Notes” and, together with the 2024 Fixed Rate Notes, the 2028 Fixed Rate Notes and the 2032 Fixed Rate Notes, the “Fixed Rate Notes”, the “Notes” or the “Offered Securities”).

Subject to the terms and conditions set forth herein or incorporated by reference herein, the Company hereby agrees to sell and the Underwriters severally agree to purchase (i) the 2024 Fixed Rate Notes at 99.90% of the principal amount of such 2024 Fixed Rate Notes and accrued interest from June 26, 2020, if any, to the date of payment and delivery, (ii) the 2028 Fixed Rate Notes at 99.84% of the principal amount of such 2028 Fixed Rate Notes and accrued interest from June 26, 2020, if any, to the date of payment and delivery, (iii) the 2032 Fixed Rate Notes at 99.80% of the principal amount of such 2032 Fixed Rate Notes and accrued interest from June 26, 2020, if any, to the date of payment and delivery and (iv) the 2039 Fixed Rate Notes at 99.72% of the principal amount of such 2039 Fixed Rate Notes and accrued interest from June 26, 2020, if any, to the date of payment and delivery.


Name of Underwriter	Principal Amount of 2024 Fixed Rate Notes		Principal Amount of 2028 Fixed Rate Notes		Principal Amount of 2032 Fixed Rate Notes		Principal Amount of 2039 Fixed Rate Notes
Barclays Bank PLC	€	285,000,000	€	190,000,000	€	190,000,000	€	190,000,000
Deutsche Bank AG, London Branch		285,000,000		190,000,000		190,000,000		190,000,000
HSBC Bank plc		285,000,000		190,000,000		190,000,000		190,000,000
Société Générale		285,000,000		190,000,000		190,000,000		190,000,000
BNP Paribas		63,750,000		42,500,000		42,500,000		42,500,000
Citigroup Global Markets Limited		63,750,000		42,500,000		42,500,000		42,500,000
J.P. Morgan Securities plc		63,750,000		42,500,000		42,500,000		42,500,000
Merrill Lynch International		63,750,000		42,500,000		42,500,000		42,500,000
Banca IMI S.p.A.		7,000,000		4,667,000		4,666,000		4,667,000
Banco Santander, S.A.		7,000,000		4,667,000		4,666,000		4,667,000
Crédit Agricole Corporate and Investment Bank		7,000,000		4,667,000		4,666,000		4,667,000
Goldman Sachs & Co. LLC		7,000,000		4,667,000		4,666,000		4,667,000
Loop Capital Markets LLC		7,000,000		4,667,000		4,666,000		4,667,000
Mizuho International plc		7,000,000		4,667,000		4,667,000		4,666,000
Morgan Stanley & Co. International plc		7,000,000		4,667,000		4,667,000		4,666,000
RBC Europe Limited		7,000,000		4,667,000		4,667,000		4,666,000
Scotiabank Europe plc		7,000,000		4,667,000		4,667,000		4,666,000
Siebert Williams Shank & Co., LLC		7,000,000		4,667,000		4,667,000		4,666,000
SMBC Nikko Capital Markets Limited		7,000,000		4,666,000		4,667,000		4,667,000
Standard Chartered Bank		7,000,000		4,666,000		4,667,000		4,667,000
The Standard Bank of South Africa Limited		7,000,000		4,666,000		4,667,000		4,667,000
U.S. Bancorp Investments, Inc.		7,000,000		4,666,000		4,667,000		4,667,000
Wells Fargo Securities, LLC		7,000,000		4,666,000		4,667,000		4,667,000

Total:	€	1,500,000,000	€	1,000,000,000	€	1,000,000,000	€	1,000,000,000

Upon delivery of such Offered Securities, the Underwriters will pay for such Offered Securities at a closing to be held at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 at 6:00 a.m. (New York time) on June 26, 2020, or at such other time as shall be designated by the Underwriters.

The Offered Securities will have the terms and conditions set forth in “Description of Notes” in the prospectus supplement for the Offered Securities, dated June 23, 2020, and terms defined therein will have the same meanings when used in this Agreement. The following is a summary of such terms and conditions for the Offered Securities:


Principal Amount:		(i) €1,500,000,000 for the 2024 Fixed Rate Notes, (ii) €1,000,000,000 for the 2028 Fixed Rate Notes, (iii) €1,000,000,000 for the 2032 Fixed Rate Notes and (iv) €1,000,000,000 for the 2039 Fixed Rate Notes, in each case subject to further issuances, as described below.

Maturity:		(i) June 26, 2024 for the 2024 Fixed Rate Notes, (ii) June 26, 2028 for the 2028 Fixed Rate Notes, (iii) June 26, 2032 for the 2032 Fixed Rate Notes and (iv) June 26, 2039 for the 2039 Fixed Rate Notes.

Interest Rate:		(i) 0.142% per annum for the 2024 Fixed Rate Notes, (ii) 0.524% per annum for the 2028 Fixed Rate Notes, (iii) 0.835% per annum for the 2032 Fixed Rate Notes and (iv) 1.408% per annum for the 2039 Fixed Rate Notes, in each case computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes of such series (or from June 26, 2020, if no interest has been paid on the Notes of such series), to but excluding the next scheduled interest payment date.

Optional Redemption Provisions:		The Company may redeem (i) all or a portion of the 2024 Fixed Rate Notes at any time prior to May 26, 2024 (one month prior to the maturity date of the 2024 Fixed Rate Notes), (ii) all or a portion of the 2028 Fixed Rate Notes at any time prior to March 26, 2028 (three months prior to the maturity date of the 2028 Fixed Rate Notes), (iii) all or a portion of the 2032 Fixed Rate Notes at any time prior to March 26, 2032 (three months prior to the maturity date of the 2032 Fixed Rate Notes) or (iv) all or a portion of the 2039 Fixed Rate Notes at any time prior to December 26, 2038 (six months prior to the maturity date of the 2039 Fixed Rate Notes), in each case, at a redemption price equal to the greater of (a) 100% of the principal amount of the 2024 Fixed Rate Notes, the 2028 Fixed Rate Notes, the 2032 Fixed Rate Notes or the 2039 Fixed Rate Notes, as the case may be, then outstanding to be redeemed or


		(b) the sum of the present values of the remaining scheduled payments of principal and interest (excluding accrued and unpaid interest to, but excluding, the date of redemption) on the 2024 Fixed Rate Notes, the 2028 Fixed Rate Notes, the 2032 Fixed Rate Notes or the 2039 Fixed Rate Notes, as the case may be, to be redeemed discounted to their present value as of the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined under “Description of Notes” in the prospectus supplement for the Notes), plus (i) 15 basis points in the case of any redemption of the 2024 Fixed Rate Notes, (ii) 20 basis points, in the case of any redemption of the 2028 Fixed Rate Notes, (iii) 20 basis points, in the case of any redemption of the 2032 Fixed Rate Notes or (iv) 25 basis points, in the case of any redemption of the 2039 Fixed Rate Notes, plus, in each case, accrued and unpaid interest to, but excluding, the date of redemption.

		In addition, (i) in the case of the 2024 Fixed Rate Notes, on and after May 26, 2024 (one month prior to the maturity date of the 2024 Fixed Rate Notes), (ii) in the case of the 2028 Fixed Rate Notes, on and after March 26, 2028 (three months prior to the maturity date of the 2028 Fixed Rate Notes), (iii) in the case of the 2032 Fixed Rate Notes, on and after March 26, 2032 (three months prior to the maturity date of the 2032 Fixed Rate Notes) and (iv) in the case of the 2039 Fixed Rate Notes, on and after December 26, 2038 (six months prior to the maturity date of the 2039 Fixed Rate Notes), the Company may redeem the 2024 Fixed Rate Notes, 2028 Fixed Rate Notes, 2032 Fixed Rate Notes or the 2039 Fixed Rate Notes, as applicable, at its option, at any time, either in whole or in part, at a redemption price equal to 100% of the principal amount of the 2024 Fixed Rate Notes, 2028 Fixed Rate Notes, 2032 Fixed Rate Notes or the 2039 Fixed Rate Notes, as applicable, to be redeemed, plus, in each case, accrued and unpaid interest to, but excluding, the date of redemption.

Interest Payment Dates:		Annually each June 26, commencing June 26, 2021 (the Interest payable on June 26, 2021 being in respect of the period commencing June 26, 2020) for each series of the Fixed Rate Notes.

Form and Denomination:		Global Security held through book-entry facilities of the common depository (or its nominee) for, and deposited with, Clearstream Banking S.A. in Luxembourg


		(“*Clearstream Luxembourg”) and/or Euroclear Bank SA/NV (“Euroclear” and, together with Clearstream Luxembourg, the “Clearing Systems*”) (as described under “Description of Notes” in the prospectus supplement for the Notes). The Notes will be issued only in denominations of €100,000 and integral multiples of €1,000 in excess thereof.

Further Issuances:		The Company may, without notice to or consent of the holders of a series of the Notes, increase the aggregate principal amount of such series of Notes and issue such increased principal amount (or any portion thereof), in which case any such additional notes may be consolidated and form a single series with the Notes of the applicable series, provided that, if the additional notes are not fungible with the Notes of such series, for U.S. federal income tax purposes, the additional notes will have a separate CUSIP number, ISIN, common code or other identifying number, as applicable.

For purposes of Section VIII of the Standard Provisions, we confirm that we have furnished to the Company for use in the preliminary prospectus supplement for the Offered Securities dated June 23, 2020 and the prospectus supplement for the Offered Securities to be dated June 23, 2020:

(a) The second and third sentence of the third paragraph of text under “Underwriting” in such preliminary prospectus supplement and prospectus supplement, concerning the dealer concessions and reallowances;

(b) The sixth and seventh paragraph of text under “Underwriting” in such preliminary prospectus supplement and prospectus supplement, concerning price stabilization;

(c) The third sentence of the eighth paragraph of text under “Underwriting” in such preliminary prospectus supplement and prospectus supplement, concerning market making by the Underwriters; and

(d) The third and fourth sentence of the eleventh paragraph of text under “Underwriting” in such preliminary prospectus supplement and prospectus supplement, concerning other relationships between the Underwriters or their affiliates and the Company.

All of the provisions contained in the Standard Provisions are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Notwithstanding the preceding sentence, in the event of any conflict between the Standard Provisions and this Agreement, the provisions of this Agreement shall control.

In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement,

and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

The term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). The term “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). The term “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. The term “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understandings between the parties hereto, each counterparty to a BRRD Party (as defined below) acknowledges and accepts that a BRRD Liability (as defined below) arising under this Agreement may be subject to the exercise of Bail-in Powers (as defined below) by the Relevant Resolution Authority (as defined below), and acknowledges, accepts, and agrees to be bound by:

the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;

the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant BRRD Party or another person (and the issue to or conferral on it of such shares, securities or obligations);

the cancellation of the BRRD Liability; and/or

the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and

ii.

the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.

The term “Bail-in Legislation” means in relation to a member state of the European Economic Area or the United Kingdom which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. The term “Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation. The term “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms. The term “BRRD Party” means any Underwriter subject to Bail-in Powers. The term “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com. The term “BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised. The term “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant BRRD Party.

iii.

For the avoidance of doubt, to the extent an Underwriter’s obligation to purchase Notes hereunder constitutes a BRRD Liability and such Underwriter does not, on the Closing Date, purchase the full amount of the Notes that it has agreed to purchase hereunder due to the exercise by the Relevant Resolution Authority of its powers under the relevant Bail-in Legislation with respect to such BRRD Liability, such Underwriter shall be deemed, for all purposes of Article 8 of the Standard Provisions, to have defaulted on its obligation to purchase such Notes that it has agreed to purchase hereunder but has not purchased, and Article 8 of the Standard Provisions shall remain in full force and effect with respect to the obligations of the other Underwriters.

The term “Depositary” as used in the Standard Provisions shall mean the common depository for the accounts of the Clearing Systems, the term “Trade Date” as used in the Standard Provisions shall mean June 23, 2020, and the term “Manager” as used in the Standard Provisions shall mean Barclays Bank PLC, Deutsche Bank AG, London Branch, HSBC Bank plc and Société Générale, whose authority thereunder may be exercised by them jointly.

In relation to each Member State of the European Economic Area and the United Kingdom (each a “Relevant State”), each Underwriter severally and not jointly, represents, warrants and agrees that it has not made and will not make an offer of Notes which are the subject of the offering contemplated by the prospectus supplement to the public in that Relevant State except that it may make an offer to the public in that Relevant State of any Notes at any time under the following exemptions under the Prospectus Regulation (as defined below):

(a) to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the Managers for any such offer; or

provided that no such offer of Notes shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to any Notes in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any Notes to be offered so as to enable an investor to decide to purchase or subscribe for any Notes, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Any payment on account of an amount that is payable to the Underwriters in a particular currency (the “Required Currency”) that is paid to or for the account of the Underwriters in lawful currency of any other jurisdiction (the “Other Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Company or for any other reason shall constitute a discharge of the obligation of such obligor only to the extent of the amount of the Required Currency which the recipient could purchase in the New York, London or Amsterdam foreign exchange markets with the amount of the Other Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first day (other than a Saturday or Sunday) on which banks in New York, London or Amsterdam are generally open for business following receipt of the payment first referred to above. If the amount of the Required Currency that could be so purchased (net of all premiums and costs of exchange payable in connection with the conversion) is less than the amount of the Required Currency originally due to the recipient, then the Company agrees to indemnify and hold harmless the recipient from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations of the Company, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any person owed such obligation from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or any judgment or order.

Solely for the purposes of the requirement of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the responsibilities of manufacturers under the Product Governance Rules:

(a) Each of Barclays Bank PLC, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, HSBC Bank plc, Merrill Lynch International, Société Générale, and Standard Chartered Bank (each, a “Manufacturer” and together the “Manufacturers”) acknowledges that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the Pricing Term Sheet set forth in Schedule B hereto and the preliminary prospectus supplement in connection with the Notes; and

(b) Each of the other Underwriters (other than the Manufacturers) and the Company notes the application of the Product Governance Rules and acknowledges the target markets and distribution channels identified as applying to the Notes by the Manufacturers and the related information set out in the Pricing Term Sheet set forth in Schedule B hereto and the preliminary prospectus supplement in connection with the Notes.

By executing this Agreement, each of the Underwriters hereby agrees as between themselves to be bound by the provisions of the ICMA Agreement Among Managers Version 1 (Fixed-Price Non-Equity Related Issues)/New York Law Schedule (the “AAM”), save that clause 3 of the AAM shall not apply and, in the event of any conflict between the provisions of the AAM and this Agreement, the terms of this Agreement shall prevail. For the purposes of the AAM, “Managers” means the Underwriters; “Lead Manager” means Barclays Bank PLC, Deutsche Bank AG, London Branch, HSBC Bank plc and Société Générale; “Settlement Lead Manager” and “Stabilizing Manager” means Barclays Bank PLC and “Subscription Agreement” means this Agreement.


Very truly yours,

BARCLAYS BANK PLC

By:		/s/ Annie Carpenter
Name:		Annie Carpenter
Title:		Director