Occidental (NYSE: OXY) today announced the early tender results of
its offers to purchase for cash (collectively, the “Tender Offers”
and each a “Tender Offer”) 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 “Notes”). In connection therewith, Occidental further
announced that it is increasing the maximum aggregate purchase
price of Notes it will accept for purchase, excluding accrued but
unpaid interest (as amended herein, the “Maximum Aggregate Purchase
Price”), from the previously announced amount of $2,500,000,000 to
$3,104,329,102.50 and that it is increasing the maximum aggregate
principal amount to be purchased by Occidental of the 2026 Notes
(as amended herein, the “Sub-Cap”) from the previously announced
amount of $300,000,000 to $333,346,000.
The Tender Offers and Consent Solicitations (as defined below)
are being made pursuant to the terms and subject to the conditions
described in Occidental’s Offer to Purchase and Consent
Solicitation Statement, dated June 29, 2021, as amended by this
press release (the “Offer to Purchase”). Capitalized terms used but
not defined herein have the meanings ascribed thereto in the Offer
to Purchase.
The Tender Offers and Consent Solicitations are subject to, and
conditioned upon, the satisfaction or waiver of certain conditions
described in the Offer to Purchase. As set forth in the Offer to
Purchase, Occidental reserves the right, but is under no
obligation, to further increase the Maximum Aggregate Purchase
Price or the Sub-Cap at any time, subject to applicable law.
According to the information received from Global Bondholder
Services Corporation, the Tender Agent and Information Agent for
the Tender Offers and Consent Solicitations, as of 5:00 p.m., New
York City time, on July 13, 2021 (such date and time, the “Early
Tender Time”), Occidental had received, and informed Global
Bondholder Services Corporation it had accepted, valid tenders from
holders of the Notes as outlined in the table below.
Series of Notes |
|
CUSIP Number/ISIN |
|
Aggregate Principal Amount
Outstanding ($) |
|
Acceptance Priority Level |
|
Aggregate Principal Amount
Tendered ($) |
|
Aggregate Principal Amount
Accepted for Purchase ($) |
|
Total Consideration(1)(2)
($) |
|
Proration Factor |
2.700%
Senior Notes due 2022 |
|
674599CP8
/ US674599CP81 |
|
$629,120,000 |
|
1 |
|
$277,616,000 |
|
$277,616,000 |
|
$1,020.00 |
|
100% |
2.70%
Senior Notes due 2023 |
|
674599CE3
/ US674599CE35 |
|
$926,608,000 |
|
2 |
|
$484,413,000 |
|
$484,413,000 |
|
$1,022.50 |
|
100% |
3.450%
Senior Notes due 2024 |
|
674599DA0
/ US674599DA04 |
|
$233,062,000 |
|
3 |
|
$81,254,000 |
|
$81,254,000 |
|
$1,020.00 |
|
100% |
2.900%
Senior Notes due 2024 |
|
674599CW3
/ US674599CW33 |
|
$3,000,000,000 |
|
4 |
|
$1,619,712,000 |
|
$1,619,712,000 |
|
$1,030.00 |
|
100% |
3.500%
Senior Notes due 2025 |
|
674599CG8
/ US674599CG82 |
|
$750,000,000 |
|
5 |
|
$228,608,000 |
|
$228,608,000 |
|
$1,030.00 |
|
100% |
3.400%
Senior Notes due 2026 |
|
674599CH6
/ US674599CH65 |
|
$1,150,000,000 |
|
6 |
|
$223,581,000 |
|
$223,581,000 |
|
$1,022.50 |
|
100% |
3.200%
Senior Notes due 2026 |
|
674599CR4
/ US674599CR48 |
|
$1,000,000,000 |
|
6 |
|
$109,765,000 |
|
$109,765,000 |
|
$1,007.50 |
|
100% |
(1) Does not include accrued but unpaid
interest, which will also be payable as provided in the Offer to
Purchase.(2) Includes the Early Tender Premium
(as defined below).
The purchase of all Notes validly tendered and not validly
withdrawn in the Tender Offers would cause Occidental to purchase
an aggregate principal amount of Notes that would result in a
maximum aggregate purchase price, excluding accrued but unpaid
interest, in excess of the Maximum Aggregate Purchase Price.
Accordingly, Occidental has accepted for purchase the 2026 Notes,
and all Notes with a higher Acceptance Priority Level (with series
of Notes of the same Acceptance Priority Level being treated
equally (as though they are a single series) for purposes of
acceptance for purchase and proration) and has not accepted for
purchase any of the Floating Rate 2022 Notes.
As the Tender Offers were fully subscribed up to the Maximum
Aggregate Purchase Price as of the Early Tender Time, holders who
validly tender Notes after the Early Tender Time will not have any
of such Notes accepted for payment unless Occidental further
increases the Maximum Aggregate Purchase Price. As the Tender
Offers for the 2026 Notes were fully subscribed up to the Sub-Cap
as of the Early Tender Time, holders who validly tender 2026 Notes
after the Early Tender Time will not have any of such 2026 Notes
accepted for payment unless Occidental further increases the
Sub-Cap. The early settlement date for Notes validly tendered and
not validly withdrawn at or prior to the Early Tender Time and
accepted for purchase will be July 15, 2021 (the “Early Settlement
Date”), subject to the satisfaction or waiver of all conditions to
the Tender Offers and Consent Solicitations described in the Offer
to Purchase.
Holders of Notes that were validly tendered and not validly
withdrawn at or prior to the Early Tender Time and have been
accepted for purchase pursuant to the applicable Tender Offer will
receive the applicable Total Consideration for each series of Notes
as set forth in the table above, which includes the early tender
premium of $50 per $1,000 principal amount of Notes (the “Early
Tender Premium”), together with accrued but unpaid interest on such
Notes from the last interest payment date with respect to such
Notes to, but not including, the Early Settlement Date. The Tender
Offers and Consent Solicitations will expire at 11:59 p.m., New
York City time, on July 27, 2021, unless earlier extended or
terminated by Occidental.
As part of the Tender Offers, Occidental also solicited consents
(the “Consent Solicitations”) from the holders of the 2.70% 2023
Notes, the 3.450% 2024 Notes, the 2.900% 2024 Notes, the 3.500%
2025 Notes and the Floating Rate 2022 Notes (collectively, the
“Consent Notes”) for certain proposed amendments (the “Proposed
Amendments”) described in the Offer to Purchase that would, among
other things, eliminate certain of the restrictive covenants
contained in the indentures governing the Consent Notes and provide
that Occidental may provide a notice of redemption to Holders of
the related series of Consent Notes to be redeemed pursuant to such
notice of redemption not less than 5 business days nor more than 60
days prior to the redemption date for such series of Consent Notes.
Adoption of the Proposed Amendments with respect to each series of
Consent Notes requires the requisite consent applicable to such
series of Consent Notes as described in the Offer to Purchase (the
“Requisite Consent”). As of the Early Tender Time, the Requisite
Consent required to approve the Proposed Amendments with respect to
the 2.70% 2023 Notes, 3.450% 2024 Notes and 2.900% 2024 Notes has
been received, and the Company intends to execute supplemental
indentures to the indentures governing such series of Notes on the
Early Settlement Date. The Requisite Consent required to approve
the Proposed Amendments with respect to the 3.500% 2025 Notes and
the Floating Rate 2022 Notes was not obtained by the Company and,
therefore, the indentures governing such Notes will not be amended
and will remain in effect in their present form.
Barclays Capital Inc., BofA Securities, Inc., MUFG Securities
Americas Inc., RBC Capital Markets, LLC and Wells Fargo Securities,
LLC are the lead Dealer Managers and lead Solicitation Agents in
the Tender Offers and Consent Solicitations. Global Bondholder
Services Corporation has been retained to serve as the Tender Agent
and Information Agent for the Tender Offers and Consent
Solicitations. Persons with questions regarding the Tender Offers
and Consent Solicitations should contact Barclays Capital Inc. at
(toll-free) (800) 438-3242 or (collect) (212) 528-7581, BofA
Securities, Inc. at +1 (980) 388-3646 or debt_advisory@bofa.com,
MUFG Securities Americas Inc. at (toll-free) (877) 744-4532 or
(collect) (212) 405-7481, RBC Capital Markets, LLC at (toll free)
(877) 381-2099 or (US) (212) 618-7843 or Wells Fargo Securities,
LLC at +1 (866) 309-6316 (toll free) or +1 (704) 410-4756
(collect). Requests for the Offer to Purchase should be directed to
Global Bondholder Services Corporation at (banks or brokers) (212)
430-3774 or (toll free) (866) 807-2200 or by email to
contact@gbsc-usa.com.
None of Occidental, the Dealer Managers and Solicitation Agents,
the Tender Agent and Information Agent, the trustee under the
indentures governing the Notes or any of their respective
affiliates is making any recommendation as to whether holders
should tender any Notes in response to the Tender Offers and
Consent Solicitations. Holders must make their own decision as to
whether to participate in the Tender Offers and Consent
Solicitations and, if so, the principal amount of Notes as to which
action is to be taken.
This press release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
Neither this press release nor the Offer to Purchase is an offer to
sell or a solicitation of an offer to buy any securities. The
Tender Offers and Consent Solicitations are being made only
pursuant to the Offer to Purchase and only in such jurisdictions as
is permitted under applicable law. In any jurisdiction in which the
Tender Offers are required to be made by a licensed broker or
dealer, the Tender Offers will be deemed to be made on behalf of
Occidental by the Dealer Managers, or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
About Occidental
Occidental is an international energy company with assets in the
United States, Middle East, Africa and Latin America. We are one of
the largest oil producers in the U.S., including a leading producer
in the Permian and DJ basins, and offshore Gulf of Mexico. Our
midstream and marketing segment provides flow assurance and
maximizes the value of our oil and gas. Our chemical subsidiary
OxyChem manufactures the building blocks for life-enhancing
products. Our Oxy Low Carbon Ventures subsidiary is advancing
leading-edge technologies and business solutions that economically
grow our business while reducing emissions. We are committed to
using our global leadership in carbon dioxide management to advance
a lower-carbon world. Visit oxy.com for more information.
Cautionary Statement Concerning
Forward-Looking Statements
This press release contains forward-looking statements that
involve risks and uncertainties that could materially affect
expected results of operations, liquidity, cash flows and business
prospects. Actual results may differ from anticipated results,
sometimes materially, and reported results should not be considered
an indication of future performance. Factors that could cause the
results to differ include, but are not limited to: the scope and
duration of the COVID-19 pandemic and actions taken by governmental
authorities and other third parties in response to the pandemic;
our indebtedness and other payment obligations, including the need
to generate sufficient cash flows to fund operations; our ability
to successfully monetize select assets, repay or refinance our debt
and the impact of changes in our credit ratings; assumptions about
energy markets; global and local commodity and commodity-futures
pricing fluctuations; supply and demand considerations for, and the
prices of, our products and services; actions by the Organization
of the Petroleum Exporting Countries (“OPEC”) and non-OPEC oil
producing countries; results from operations and competitive
conditions; future impairments of our proved and unproved oil and
gas properties or equity investments, or write-downs of productive
assets, causing charges to earnings; unexpected changes in costs;
availability of capital resources, levels of capital expenditures
and contractual obligations; the regulatory approval environment,
including our ability to timely obtain or maintain permits or other
governmental approvals, including those necessary for drilling
and/or development projects; our ability to successfully complete,
or any material delay of, field developments, expansion projects,
capital expenditures, efficiency projects, acquisitions or
dispositions; risks associated with acquisitions, mergers and joint
ventures, such as difficulties integrating businesses, uncertainty
associated with financial projections, projected synergies,
restructuring, increased costs and adverse tax consequences;
uncertainties and liabilities associated with acquired and divested
properties and businesses; uncertainties about the estimated
quantities of oil, natural gas and natural gas liquids reserves;
lower-than-expected production from development projects or
acquisitions; our ability to realize the anticipated benefits from
prior or future streamlining actions to reduce fixed costs,
simplify or improve processes and improve our competitiveness;
exploration, drilling and other operational risks; disruptions to,
capacity constraints in, or other limitations on the pipeline
systems that deliver our oil and natural gas and other processing
and transportation considerations; general economic conditions,
including slowdowns, domestically or internationally and volatility
in the securities, capital or credit markets; uncertainty from the
expected discontinuance of LIBOR and transition to any other
interest rate benchmark; governmental actions and political
conditions and events; legislative or regulatory changes, including
changes relating to hydraulic fracturing or other oil and natural
gas operations, retroactive royalty or production tax regimes,
deepwater and onshore drilling and permitting regulations and
environmental regulation (including regulations related to climate
change); environmental risks and liability under federal, regional,
state, provincial, tribal, local and international environmental
laws and regulations (including remedial actions); our ability to
recognize intended benefits from our business strategies and
initiatives, such as Oxy Low Carbon Ventures or announced
greenhouse gas reduction targets; potential liability resulting
from pending or future litigation; disruption or interruption of
production or manufacturing or facility damage due to accidents,
chemical releases, labor unrest, weather, power outages, natural
disasters, cyber-attacks or insurgent activity; the
creditworthiness and performance of our counterparties, including
financial institutions, operating partners and other parties;
failure of risk management; our ability to retain and hire key
personnel; reorganization or restructuring of our operations;
changes in state, federal or international tax rates; and actions
by third parties that are beyond our control. Words such as
“estimate,” “project,” “predict,” “will,” “would,” “should,”
“could,” “may,” “might,” “anticipate,” “plan,” “intend,” “believe,”
“expect,” “aim,” “goal,” “target,” “objective,” “likely” or similar
expressions that convey the prospective nature of events or
outcomes generally indicate forward-looking statements. You should
not place undue reliance on these forward-looking statements, which
speak only as of this press release. Unless legally required, we
undertake no obligation to update, modify or withdraw any
forward-looking statements, as a result of new information, future
events or otherwise. Factors that could cause actual results to
differ and that may affect Occidental’s results of operations and
financial position appear in Part I, Item 1A “Risk Factors” of
Occidental’s Annual Report on Form 10-K for the year ended December
31, 2020, and in Occidental’s other filings with the U.S.
Securities and Exchange Commission.
Contacts |
|
Media |
Investors |
Eric
Moses |
Jeff
Alvarez |
713-497-2017 |
713-215-7864 |
eric_moses@oxy.com |
jeff_alvarez@oxy.com |
Occidental Petroleum (NYSE:OXY)
Historical Stock Chart
From Aug 2024 to Sep 2024
Occidental Petroleum (NYSE:OXY)
Historical Stock Chart
From Sep 2023 to Sep 2024