This report does not constitute a rating action. MELBOURNE (S&P Global Ratings) Aug. 6, 2024--Woodside Energy Group Ltd.'s proposed acquisition of Netherlands-based OCI Clean Ammonia Holding B.V. will reduce the company's financial capacity at the current rating. Woodside (BBB+/Stable/--) can accommodate the proposed US$2.35 billion transaction through existing debt facilities and available cash. Its liquidity position is strong, and its leverage metric headroom is sizeable. Woodside had available cash, and undrawn facilities of about US$8.5 billion as of June 30, 2024. However, given the company's significant capital expenditure profile, which we expect will remain elevated well into the decade, the acquisition materially erodes rating headroom. As such, Woodside's exposure to rating risks stemming from falls in oil and gas prices