APC Anadarko Petroleum Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

---

 

FORM 8-K

 

---

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): August 8, 2019

 

---

 

 

  1201 Lake Robbins Dr.

The Woodlands, Texas 77380-1046

(Address of principal executive offices)

Registrant’s telephone number, including area code (832) 636-1000

---

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Securities registered pursuant Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ◻

---

Introductory Note.

This Current Report on Form 8-K is being filed in connection with the completion, on August 8, 2019 (the “Closing Date”), of the previously announced Merger (as defined below) contemplated by the Agreement and Plan of Merger, dated as of May 9, 2019 (the “Merger Agreement”), by and among Anadarko Petroleum Corporation, a Delaware corporation (“Anadarko”), Occidental Petroleum Corporation, a Delaware corporation (“Occidental”), and Baseball Merger Sub 1, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Occidental prior to the Merger (“Merger Subsidiary”).

At the effective time of the Merger on August 8, 2019 (the “Effective Time”), in accordance with the Merger Agreement, Merger Subsidiary merged with and into Anadarko (the “Merger”), with Anadarko surviving and continuing as the surviving corporation in the Merger. As a result of the Merger, Anadarko became an indirect, wholly owned subsidiary of Occidental. Anadarko common stock will cease trading on the New York Stock Exchange (“NYSE”) prior to the open of trading on August 9, 2019.

At the Effective Time, in accordance with the Merger Agreement, each outstanding share of common stock of Anadarko (except as otherwise specified in the Merger Agreement) was converted into the right to receive $59.00 in cash and 0.2934 of a share of common stock of Occidental (the “Merger Consideration”). No fractional shares of Occidental common stock were issued in the Merger, and former Anadarko stockholders are entitled to receive cash in lieu of any fractional shares of Occidental common stock.

Pursuant to the Merger Agreement, at the Effective Time, outstanding Anadarko in-the-money stock options, whether or not vested, were converted into the right to receive the cash value of the Merger Consideration (equal to $59.00 plus 0.2934 times the closing share price of Occidental common stock on the last trading day prior to the Closing Date), less the applicable option exercise price; outstanding Anadarko out-of-the-money stock options were cancelled for no consideration; outstanding Anadarko restricted stock unit awards were converted into Occidental restricted stock and cash unit awards based on the value of the Merger Consideration, which are subject to the same terms and conditions as were applicable under the original Anadarko restricted stock unit award; outstanding Anadarko restricted stock awards were converted into Occidental restricted stock and cash awards based on the value of the Merger Consideration, which are subject to the same terms and conditions as were applicable under the original Anadarko restricted stock award; outstanding Anadarko performance unit awards vested and were converted into the right to receive an amount of cash equal to $76.00 per share, multiplied by 200% of the target number of shares covered by such performance unit awards; and outstanding Anadarko director deferred shares were converted into the right to receive the Merger Consideration.

The issuance of Occidental common stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to Occidental’s registration statement on Form S-4 (File No. 333-232001) (as amended, the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on July 11, 2019. The definitive proxy statement of Anadarko, which also constitutes a prospectus of Occidental, that forms part of the Registration Statement contains additional information about the Merger and the other transactions contemplated in connection therewith.

The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 to Anadarko’s Current Report on Form 8-K filed with the SEC on May 10, 2019.

The Merger Agreement is incorporated herein by reference to provide investors with information regarding its terms. It is not intended to provide any other factual information about Anadarko or Occidental. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Anadarko’s public disclosures.