As filed with the Securities and Exchange Commission on August 14, 2019
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
California Resources Corporation
(Exact name of Registrant as specified in its charter)
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Delaware
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46-5670947
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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27200 Tourney Road, Suite 200
Santa Clarita, California 91355
(888)
848-4754
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Michael L. Preston
Senior Executive Vice President, Chief Administrative Officer and General Counsel
27200 Tourney Road, Suite 200
Santa Clarita, California 91355
(888)
848-4754
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Sarah K. Morgan
Scott D. Rubinsky
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, Texas 77002-6760
(713)
758-2222
Approximate date of commencement of proposed sale to the public
: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box: ☐
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be
Registered
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Amount
to
be
Registered(1)
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Proposed
Maximum
Offering
Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration
Fee
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Common stock, par value $0.01 per
share(3)
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1,250,000
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$9.59
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$11,987,500
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$1,452.89
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities
Act), the number of shares of common stock being registered on behalf of the selling stockholder named herein, and its permitted transferees, shall be adjusted automatically to include any additional shares of common stock that may become
issuable as a result of any stock dividend, split, combination or similar transaction.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c)
under the Securities Act, based on the average of the high and low prices of our common stock as reported on the New York Stock Exchange on August 7, 2019.
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(3)
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Represents the resale of 1,250,000 shares of common stock issuable upon exercise of an
outstanding warrant (the Warrant), which entitles the holder thereof to purchase up to 1,250,000 shares of common stock at an exercise price of $40.00 per share, subject to certain adjustments (the Warrant Shares). The
Warrant was issued to the selling stockholder named herein in connection with the entry into a joint venture with an affiliate of the Company by one of such selling stockholders affiliates (the JV Partner). The Warrant may be
exercised for Warrant Shares in tranches as funding milestones are met by the JV Partner in connection with the joint venture.
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