Item 1.01. Entry into a Material Definitive Agreement.
On August 6, 2019, Occidental Petroleum Corporation (“Occidental”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc.,
Citigroup Global Markets 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 ten series of senior unsecured notes in the aggregate principal amount of $13,000,000,000, consisting of (i) $500,000,000 aggregate principal amount of its Floating Rate Senior Notes due February 2021 (the “February 2021 Floating Rate
Notes”), (ii) $500,000,000 aggregate principal amount of its Floating Rate Senior Notes due August 2021 (the “August 2021 Floating Rate Notes”), (iii) $1,500,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2022 (the “2022
Floating Rate Notes” and, together with the February 2021 Floating Rate Notes and the August 2021 Floating Rate Notes, collectively, the “Floating Rate Notes”), (iv) $1,500,000,000 aggregate principal amount of its 2.600% Senior Notes due 2021 (the
“2021 Notes”), (v) $2,000,000,000 aggregate principal amount of its 2.700% Senior Notes due 2022 (the “2022 Notes”), (vi) $3,000,000,000 aggregate principal amount of its 2.900% Senior Notes due 2024 (the “2024 Notes”), (vii) $1,000,000,000
aggregate principal amount of its 3.200% Senior Notes due 2026 (the “2026 Notes”), (viii) $1,500,000,000 aggregate principal amount of its 3.500% Senior Notes due 2029 (the “2029 Notes”), (ix) $750,000,000 aggregate principal amount of its 4.300%
Senior Notes due 2039 (the “2039 Notes”) and (x) $750,000,000 aggregate principal amount of its 4.400% Senior Notes due 2049 (the “2049 Notes” and, together with the 2021 Notes, the 2022 Notes, the 2024 Notes, the 2026 Notes, the 2029 Notes and the
2039 Notes, collectively, the “Fixed Rate Notes”; the Floating Rate Notes, together with the Fixed Rate Notes, collectively, the “Notes”).
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 offer and sale of the Notes contemplated by the Underwriting Agreement was consummated on August 8, 2019. The net proceeds from the offering of approximately $12.9
billion, after deducting underwriting discounts and estimated offering expenses, were used to finance, in part, Occidental’s merger (the “Merger”) with Anadarko Petroleum Corporation (“Anadarko”) and to pay related fees and expenses.
The Notes were issued pursuant to an Indenture, dated as of August 8, 2019, between Occidental and The Bank of New York Mellon Trust Company, N.A., as trustee (the
“Indenture”), as supplemented by an Officer’s Certificate, dated August 8, 2019, setting forth the specific terms applicable to each series of Notes (the “Officer’s Certificate”).
Each series of Floating Rate Notes will bear interest for each interest period at a rate determined by the calculation agent, which will initially be The Bank of New York
Mellon Trust Company, N.A. The interest rate on the February 2021 Floating Rate Notes for a particular interest period will be a per annum rate equal to three-month LIBOR, as determined on the relevant interest determination date, plus 0.950%. The
interest rate on the August 2021 Floating Rate Notes for a particular interest period will be a per annum rate equal to three-month LIBOR, as determined on the relevant interest determination date, plus 1.250%. The interest rate on the 2022
Floating Rate Notes for a particular interest period will be a per annum rate equal to three-month LIBOR, as determined on the relevant interest determination date, plus 1.450%. Interest on the February 2021 Floating Rate Notes will be payable
quarterly in arrears on February 8, May 8, August 8 and November 8 of each year, beginning November 8, 2019. Interest on the August 2021 Floating Rate Notes will be payable quarterly in arrears on February 13, May 13, August 13 and November 13 of
each year, beginning November 13, 2019. Interest on the 2022 Floating Rate Notes will be payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning November 15, 2019. Interest on each series of Floating
Rate Notes will be payable to the holders of record of such series of Floating Rate Notes at the close of business on the immediately preceding February 1, May 1, August 1 and November 1, respectively (whether or not a business day).
The 2021 Notes will bear interest at a rate of 2.600% per year, the 2022 Notes will bear interest at a rate of 2.700% per year, 2024 Notes will bear interest at a rate of
2.900% per year, the 2026 Notes will bear interest at a rate of 3.200% per year, the 2029 Notes will bear interest at a rate of 3.500% per year, the 2039 Notes will bear interest at a rate of 4.300% per year and the 2049 Notes will bear interest at
a rate of 4.400% per year. Interest on the 2021 Notes will be payable semi-annually in arrears on February 13 and August 13 of each year, beginning on February 13, 2020. Interest on each other series of Fixed Rate Notes will be payable
semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2020. Interest on each series of Fixed Rate Notes will be payable to the holders of record of such series of Fixed Rate Notes at the close of business on
the immediately preceding February 1 and August 1, respectively (whether or not a business day).
The Indenture contains covenants that limit the ability of Occidental and its consolidated subsidiaries to, among other things, incur liens and the ability of Occidental
to merge, consolidate or transfer substantially all of its assets.
Occidental may redeem each series of the Fixed Rate Notes prior to their maturity at its option, in whole or in part, at any time or from time to time, as described in
the Officer’s Certificate. Occidental may redeem each series of the Floating Rate Notes (other than the February 2021 Floating Rate Notes) prior to their maturity at its option, in whole or in part, any time or from time to time on or after the
applicable par call date, as described in the Officer’s Certificate.
The Notes were sold pursuant to Occidental’s automatic shelf registration statement on Form S-3 (Registration No. 333-232928) under the Securities Act. Occidental has
filed with the Securities and Exchange Commission a final prospectus supplement, dated August 6, 2019, together with an accompanying prospectus, dated July 31, 2019, relating to the offering and sale of the Notes.
The foregoing description of the Underwriting Agreement, the Indenture, the Officer’s 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 Officer’s Certificate and the forms of the Notes, which are filed herewith as Exhibits 1.1, 4.1, 4.2, and 4.3 through 4.12, 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 various
financial advisory and investment banking services with Occidental and its affiliates, for which they have received and in the future may receive customary fees and expenses. In addition, certain of the Underwriters and/or their affiliates have
previously (i) committed to provide a 364-day senior unsecured bridge loan in connection with the Merger, (ii) acted as lead arrangers, bookrunners and lenders with respect to our term loan agreement to, among other things, finance a portion of the
Merger and (iii) acted as lead arrangers, bookrunners and lenders with respect to our amended and restated credit agreement.