Occidental (NYSE: OXY) today announced that it has commenced offers
to purchase for cash (collectively, the “Tender Offers” and each a
“Tender Offer”) its outstanding senior notes listed in the table
below and Consent Solicitations (as defined below), upon the terms
and conditions described in Occidental’s Offer to Purchase and
Consent Solicitation Statement, dated June 29, 2021 (the “Offer to
Purchase”).
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Dollars per $1,000 Principal Amount of
Notes |
Series of Notes |
|
CUSIP Number/ISIN |
|
AggregatePrincipal
AmountOutstanding ($) |
|
Acceptance Priority Level |
|
Tender Offer
Consideration(1)
($) |
|
Early Tender Premium ($) |
|
Total
Consideration(1)(2)($) |
|
2.700% Senior Notes due 2022 |
|
674599CP8 / US674599CP81 |
|
$629,120,000 |
|
1 |
|
$970.00 |
|
$50.00 |
|
$1,020.00 |
|
2.70% Senior Notes due 2023 |
|
674599CE3 / US674599CE35 |
|
$926,608,000 |
|
2 |
|
$972.50 |
|
$50.00 |
|
$1,022.50 |
|
3.450% Senior Notes due 2024 |
|
674599DA0 / US674599DA04 |
|
$233,062,000 |
|
3 |
|
$970.00 |
|
$50.00 |
|
$1,020.00 |
|
2.900% Senior Notes due 2024 |
|
674599CW3 / US674599CW33 |
|
$3,000,000,000 |
|
4 |
|
$980.00 |
|
$50.00 |
|
$1,030.00 |
|
3.500% Senior Notes due 2025 |
|
674599CG8 / US674599CG82 |
|
$750,000,000 |
|
5 |
|
$980.00 |
|
$50.00 |
|
$1,030.00 |
|
3.400% Senior Notes due 2026 |
|
674599CH6 / US674599CH65 |
|
$1,150,000,000 |
|
6 |
|
$972.50 |
|
$50.00 |
|
$1,022.50 |
|
3.200% Senior Notes due 2026 |
|
674599CR4 / US674599CR48 |
|
$1,000,000,000 |
|
6 |
|
$957.50 |
|
$50.00 |
|
$1,007.50 |
|
Floating Interest Rate Senior Notes due 2022 |
|
674599CQ6 / US674599CQ64 |
|
$1,052,091,000 |
|
7 |
|
$950.00 |
|
$50.00 |
|
$1,000.00 |
|
(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).
Occidental is offering to purchase up to a maximum aggregate
purchase price, excluding accrued but unpaid interest, equal to
$2.5 billion (subject to increase by Occidental, the “Maximum
Aggregate Purchase Price”) of its 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”).
Subject to the Maximum Aggregate Purchase Price, the Sub-Cap (as
defined below) and proration, the amount of a series of Notes that
is purchased in the Tender Offers on the Early Settlement Date or
the Settlement Date, as applicable (each defined below), will be
based on the order of priority (the “Acceptance Priority Levels”)
for the Notes as set forth in the table above, 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. Subject to the Maximum Aggregate Purchase
Price and the Acceptance Priority Levels, the maximum aggregate
principal amount to be purchased by Occidental of the 2026 Notes
will be limited to $300 million (subject to increase by Occidental,
the “Sub-Cap”).
The Tender Offers will expire at 11:59 p.m., New York City time,
on July 27, 2021, unless extended or terminated by Occidental (the
“Expiration Date”). No tenders submitted after the Expiration Date
will be valid. Subject to the terms and conditions of the Tender
Offers and Consent Solicitations, the consideration for each $1,000
principal amount of Notes validly tendered and accepted for
purchase pursuant to the Tender Offers will be the applicable
tender offer consideration for such series of Notes set forth in
the above table (with respect to each series of Notes, the “Tender
Offer Consideration”). Holders of Notes that are validly tendered
at or prior to 5:00 p.m., New York City time, on July 13, 2021
(subject to extension, the “Early Tender Time”) and accepted for
purchase pursuant to the applicable Tender Offer will receive the
applicable Tender Offer Consideration and the applicable early
tender premium for such series of Notes as set forth in the table
above (the “Early Tender Premium” and, together with the applicable
Tender Offer Consideration, the “Total Consideration”). Holders of
Notes tendering their Notes after the Early Tender Time will
receive the applicable Tender Offer Consideration but will not be
eligible to receive the Early Tender Premium. All holders of Notes
validly tendered and accepted for purchase pursuant to the Tender
Offers will also receive accrued and unpaid interest on such Notes
from the last interest payment date with respect to those Notes to,
but not including, the Early Settlement Date or Settlement Date, as
applicable.
Notes that have been tendered may be withdrawn from the
applicable Tender Offer prior to 5:00 p.m., New York City time, on
July 13, 2021 (subject to extension, the “Withdrawal Deadline”).
Holders of Notes tendered after the Withdrawal Deadline cannot
withdraw their Notes or revoke (in the case of the Consent Notes
(as defined below)) their consents under a Consent Solicitation
unless Occidental is required to extend withdrawal rights under
applicable law. Occidental reserves the right, but is under no
obligation, to increase the Maximum Aggregate Purchase Price or the
Sub-Cap at any time, subject to applicable law. If Occidental
increases the Maximum Aggregate Purchase Price or the Sub-Cap, it
does not expect to extend the applicable Withdrawal Deadline,
subject to applicable law.
Subject to the Maximum Aggregate Purchase Price, the Sub-Cap and
proration, Occidental will purchase any Notes that have been
validly tendered at or prior to the Early Tender Time and accepted
in the applicable Tender Offer promptly following the Early Tender
Time (such date, the “Early Settlement Date”). The Early Settlement
Date is expected to occur on the second business day following the
Early Tender Time. Settlement for Notes validly tendered after the
Early Tender Time, but at or prior to the Expiration Date and
accepted for purchase in the applicable Tender Offer, will be
promptly following the Expiration Date (such date, the “Settlement
Date”). The Settlement Date is expected to occur on the second
business day following the Expiration Date.
If an aggregate principal amount of Notes validly tendered prior
to the Early Tender Time is such that the aggregate purchase price
for such Notes, excluding accrued but unpaid interest, equals or
exceeds the Maximum Aggregate Purchase Price, Occidental will not
accept for purchase any Notes tendered after the applicable Early
Tender Time and will, subject to the Maximum Aggregate Purchase
Price and the Sub-Cap, accept for purchase only the Notes validly
tendered before the Early Tender Time pursuant to the Acceptance
Priority Levels, 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.
Acceptance for tenders of Notes of a series may be subject to
proration if the aggregate principal amount of such series of Notes
validly tendered would result in an aggregate purchase price,
excluding accrued but unpaid interest, that exceeds the Maximum
Aggregate Purchase Price or a maximum aggregate principal amount
that exceeds the Sub-Cap.
As part of the Tender Offers, Occidental is also soliciting
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”). Each holder tendering Consent Notes pursuant
to the Tender Offers must also deliver consents to the Proposed
Amendments pursuant to the related Consent Solicitation and will be
deemed to have delivered their consents by virtue of such tender.
Holders may not deliver consents without also tendering their
Consent Notes. The Proposed Amendments relating to a series of
Consent Notes will not become operative until (i) Consent Notes of
such series satisfying the Requisite Consent have been validly
tendered and (ii) Occidental consummates the Tender Offer with
respect to such series of Consent Notes in accordance with its
terms and in a manner resulting in the purchase of all Consent
Notes of such series validly tendered before the Early Tender Time
(if the aggregate purchase price, excluding accrued but unpaid
interest, of Notes validly tendered before the Early Tender Time
equals or exceeds the Maximum Aggregate Purchase Price) or before
the Expiration Date (if it does not). If the Proposed Amendments
become operative with respect to a series of Consent Notes, holders
of that series of Consent Notes that do not tender their Consent
Notes prior to the Expiration Date, or at all, will be bound by the
Proposed Amendments, meaning that the remaining outstanding Consent
Notes of that series will no longer have the benefit of certain
restrictive covenants contained in the applicable indenture. In
addition, such holders will not receive either the Tender Offer
Consideration or the Early Tender Premium.
The Tender Offers are not conditioned on the tender of any
minimum principal amount of Notes, the consummation of any other
Tender Offer or obtaining any Requisite Consent. However, 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.
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 |
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