NEW YORK (AP) — ConocoPhillips is buying Marathon Oil in an all-stock deal valued at approximately $17.1 billion.

The deal is valued at $22.5 billion when including $5.4 billion in debt.

Marathon Oil shareholders will receive 0.2550 shares of ConocoPhillips common stock for each share of Marathon Oil common stock that they own.

The deal is expected to close in the fourth quarter. It still needs approval from Marathon Oil stockholders.