Item 7.01
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Regulation FD Disclosure.
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On June 29, 2021, Occidental Petroleum Corporation (“Occidental”) issued a press release
announcing that it had commenced cash tender offers (together with the related consent solicitations described below, the “Tender Offers”) to purchase its outstanding 2.700% Senior Notes due
2022 (the “2.700% 2022 Notes”), 2.70% Senior Notes due 2023 (the “2.70% 2023 Notes”), 3.450% Senior Notes due 2024 (the “3.450% 2024 Notes”), 2.900% Senior Notes due 2024 (the “2.900% 2024 Notes”), 3.500% Senior Notes due 2025 (the “3.500% 2025 Notes”), 3.400% Senior Notes due 2026 (the “3.400% 2026 Notes”), 3.200% Senior Notes due 2026 (the “3.200% 2026 Notes” and, together with the 3.400% 2026 Notes, the “2026 Notes”) and Floating Interest Rate Senior Notes due 2022 (the “Floating Rate 2022 Notes” and, together with the 2026 Notes, the 2.700% 2022 Notes, the 2.70% 2023 Notes, the 3.450% 2024 Notes, the 2.900% 2024 Notes and the 3.500% 2025 Notes, the “Subject Notes”), subject to a maximum aggregate purchase price equal to $2.5 billion and a $300 million sub-cap in the case of the 2026 Notes.
The Tender Offers are made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated June
29, 2021 (the “Offer to Purchase”). The Tender Offers will expire at 11:59 p.m., New York City time, on July 27, 2021, unless extended or terminated by Occidental. Holders of Subject Notes
that are validly tendered prior to 5:00 p.m., New York City time, on July 13, 2021 and accepted for purchase pursuant to the applicable Tender Offer will receive, in addition to the applicable tender offer consideration, the applicable early tender
premium for such series of Subject Notes, in each case subject to the term and conditions described in the Offer to Purchase. Occidental intends to fund the Tender Offers with cash on hand.
In connection with the Tender Offers, Occidental is also soliciting consents from the holders of certain series of Subject Notes for proposed amendments
described in the Offer to Purchase that would, among other things, eliminate certain restrictive covenants contained in the indentures governing such series of Subject Notes (the “Proposed Amendments”).
Adoption of the Proposed Amendments with respect to each such series of Subject Notes requires the requisite consent applicable to each such series of Subject Notes as described in the Offer to Purchase.
The Tender Offers are conditioned upon the satisfaction or waiver of conditions set forth in the Offer to Purchase. Occidental reserves the right to
amend, extend, withdraw or terminate any of the Tender Offers in its sole discretion, subject to applicable law.
A copy of the press release relating to the commencement of the Tender Offers is furnished as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein in its entirety.