Item 1.01.
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Entry into a Material Definitive Agreement.
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On February 28, 2018, Occidental
Petroleum Corporation (Occidental) entered into an Underwriting Agreement (the Underwriting Agreement) with Barclays Capital Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several
underwriters named therein (collectively, the Underwriters), pursuant to which Occidental agreed to issue and sell to the Underwriters $1,000,000,000 aggregate principal amount of its 4.20% senior notes due 2048 (the Notes).
The public offering price was 99.272% of the principal amount. The estimated net proceeds from the offering of approximately $983 million, after deducting underwriting discounts and estimated offering expenses, will be used to refinance the
repayment of the $500 million aggregate principal amount of Occidentals 1.50% senior notes due 2018, which matured on February 15, 2018 and for general corporate purposes.
The Underwriting Agreement contains customary representations, warranties and agreements by Occidental and customary conditions to closing,
indemnification obligations of Occidental and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the Securities Act), other obligations of the parties and termination provisions.
The Notes were issued pursuant to an Indenture, dated as of August 18, 2011, between Occidental and The Bank of New York Mellon Trust
Company, N.A., as trustee (the Indenture), as supplemented by an Officers Certificate, dated March 2, 2018, setting forth the specific terms applicable to the Notes (the Officers Certificate). The Notes will
bear interest at a rate of 4.20% per year. Interest on the Notes will be payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2018.
The Indenture contains covenants that limit the ability of Occidental and its consolidated subsidiaries to, among other things, create liens
and enter into sale and leaseback transactions, and the ability of Occidental to merge, consolidate or transfer substantially all of its assets.
Occidental may redeem some or all of the Notes at any time or from time to time at the redemption prices set forth in the Notes.
The Notes were sold pursuant to Occidentals automatic shelf registration statement on Form
S-3
(Registration
No. 333-205047)
under the Securities Act. Occidental has filed with the Securities and Exchange Commission a final prospectus supplement, dated February 28, 2018, together with an
accompanying prospectus, dated June 18, 2015, relating to the offering and sale of the Notes.
The foregoing description of the
Underwriting Agreement, the Indenture, the Officers Certificate and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, the Indenture, the Officers
Certificate and the form of the Note, which are filed herewith as Exhibits 1.1, 4.1, 4.2, and 4.3, respectively, and incorporated by reference herein.
In the ordinary course of their respective businesses, certain of the Underwriters and their respective affiliates have engaged, and may in
the future engage, in commercial banking and investment banking transactions with Occidental and its affiliates, for which they have received and in the future may receive compensation. In addition, certain of the Underwriters and/or their
affiliates are lenders and/or agents under Occidentals revolving credit facility, and BNY Mellon Capital Markets, LLC, one of the Underwriters, is an affiliate of the trustee.