Occidental Petroleum Corporation (“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 25, 2020 (the “Offer to
Purchase”).
|
|
|
|
|
|
Dollars per $1,000 Principal Amount of Notes |
Series of Notes |
|
CUSIPNumber/ISIN |
|
Aggregate Principal Amount Outstanding ($) |
|
AcceptancePriorityLevel |
|
Tender OfferConsideration(1)($) |
|
Early TenderPremium($) |
|
TotalConsideration(1)(2) ($) |
4.10% Senior Notes due
2021 |
|
674599BY0 /US674599BY08 |
|
$1,248,777,000 |
|
1 |
|
$955.00 |
|
$50.00 |
|
$1,005.00 |
Floating Interest Rate Notes
due February 2021 |
|
674599CT0 /US674599CT04 |
|
$500,000,000 |
|
2 |
|
$940.00 |
|
$50.00 |
|
$990.00 |
4.850% Senior Notes due
2021 |
|
674599CZ6 /US674599CZ63 |
|
$653,019,000 |
|
3 |
|
$957.50 |
|
$50.00 |
|
$1,007.50 |
2.600% Senior Notes due
2021 |
|
674599CU7 /US674599CU76 |
|
$1,500,000,000 |
|
4 |
|
$935.00 |
|
$50.00 |
|
$985.00 |
Floating Interest Rate Notes
due August 2021 |
|
674599CV5 /US674599CV59 |
|
$500,000,000 |
|
5 |
|
$920.00 |
|
$50.00 |
|
$970.00 |
3.125% Senior Notes due
2022 |
|
674599CC7 /US674599CC78 |
|
$813,690,000 |
|
6 |
|
$935.00 |
|
$50.00 |
|
$985.00 |
2.600% Senior Notes due
2022 |
|
674599CK9 /US674599CK94 |
|
$400,000,000 |
|
7 |
|
$925.00 |
|
$50.00 |
|
$975.00 |
2.700% Senior Notes due
2022 |
|
674599CP8 /US674599CP81 |
|
$2,000,000,000 |
|
8 |
|
$920.00 |
|
$50.00 |
|
$970.00 |
Floating Interest Rate Notes
due August 2022 |
|
674599CQ6 /US674599CQ64 |
|
$1,500,000,000 |
|
9 |
|
$885.00 |
|
$50.00 |
|
$935.00 |
__________________________(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
$1,500 million (subject to increase by Occidental, the “Maximum
Aggregate Purchase Price”) of Occidental’s 4.10% Senior Notes due
2021 (the “4.10% 2021 Notes”), Floating Interest Rate Notes due
February 2021 (the “Floating Rate February 2021 Notes”), 4.850%
Senior Notes due 2021 (the “4.850% 2021 Notes”), 2.600% Senior
Notes due 2021 (the “2.600% 2021 Notes”), Floating Interest Rate
Notes due August 2021 (the “Floating Rate August 2021 Notes”),
3.125% Senior Notes due 2022 (the “3.125% 2022 Notes”), 2.600%
Senior Notes due 2022 (the “2.600% 2022 Notes”), 2.700% Senior
Notes due 2022 (the “2.700% 2022 Notes”) and Floating Interest Rate
Notes due August 2022 (the “Floating Rate August 2022 Notes” and,
together with the 3.125% 2022 Notes, 2.600% 2022 Notes and 2.700%
2022 Notes, the “2022 Notes”; the 2022 Notes together with the
4.10% 2021 Notes, Floating Rate February 2021 Notes, 4.850% 2021
Notes, 2.600% 2021 Notes and Floating Rate August 2021 Notes, the
“Notes”).
Subject to the Maximum Aggregate Purchase Price (and the
Sub-Cap, as defined below), which is subject to increase by
Occidental, 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 Level”) for the Notes
as set forth in the table above, subject to the proration
arrangements applicable to the Tender Offers. Subject to the
Maximum Aggregate Purchase Price and the Acceptance Priority
Levels, the maximum aggregate purchase price to be paid by
Occidental for the 2022 Notes, excluding accrued but unpaid
interest, will be limited to $250 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 23, 2020, 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 9, 2020
(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 9, 2020 (subject to extension, the “Withdrawal Deadline”).
Holders of Notes tendered after the Withdrawal Deadline cannot
withdraw their Notes or revoke their consents under the 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 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 equals or exceeds the Maximum Aggregate Purchase
Price, excluding accrued but unpaid interest, Occidental will not
accept for purchase any Notes tendered after the applicable Early
Tender Time and will, subject to the Sub-Cap, accept for purchase
only the Notes validly tendered before the Early Tender Time
pursuant to the Acceptance Priority Levels. 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 that exceeds the Maximum
Aggregate Purchase Price or the Sub-Cap.
As part of the Tender Offers, Occidental is also soliciting
consents (the “Consent Solicitations”) from the holders of the
Notes for certain proposed amendments described in the Offer to
Purchase that would, among other things, remove certain covenants
and events of default contained in the indentures governing the
Notes (the “Proposed Amendments”). Adoption of the Proposed
Amendments with respect to each series of Notes requires the
requisite consent applicable to each series of Notes as described
in the Offer to Purchase (the “Requisite Consent”). Each holder
tendering Notes pursuant to the Tender Offers must also deliver a
consent 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 Notes. The Proposed Amendments will not become
operative until (i) Notes of the relevant series satisfying the
Requisite Consent have been validly tendered and (ii) Occidental
consummates the Tender Offer with respect to such series of Notes
in accordance with its terms and in a manner resulting in the
purchase of all 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
Notes, holders of that series of Notes that do not tender their
Notes prior to the Expiration Date, or at all, will be bound by the
Proposed Amendments, meaning that the Notes will no longer have the
benefit of certain existing 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 upon the tender of any
minimum principal amount of Notes of any series or on the delivery
of a number of consents required to amend the Indenture with
respect to any series of Notes. However, Occidental’s obligation to
accept for purchase and to pay for any of the Notes in the Tender
Offers is subject to the satisfaction or waiver of a number of
conditions, including the completion by Occidental of a registered
offering (the “Concurrent Offering”) of senior unsecured debt
securities that results in net proceeds of at least $1,475 million,
on terms and subject to conditions reasonably satisfactory to
Occidental. The Tender Offers and Consent Solicitations are subject
to, and conditioned upon, the satisfaction or waiver of certain
other conditions described in the Offer to Purchase.
Citigroup Global Markets Inc., J.P. Morgan Securities LLC, 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 Citigroup Global Markets Inc. at (toll free) (800)
558-3745 or (collect) (212) 723-6106, J.P. Morgan Securities LLC at
(toll free) (866) 834-4666 or (collect) (212) 834-2045, RBC Capital
Markets, LLC at (toll free) (877) 381-2099 or (collect) (212)
618-7843 or Wells Fargo Securities, LLC at (toll-free) (866)
309-6316 or (collect) (704) 410-4756. 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 debt securities in the
Concurrent Offering or any other 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.
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, including the sharp decline in crude oil
prices that occurred in the first quarter of 2020 and has continued
through the second quarter of 2020; supply and demand
considerations for, and the prices of, our products and services;
actions by 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 liquid 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 international, provincial,
federal, regional, state, tribal, local and foreign environmental
laws and regulations (including remedial actions); 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, 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 foreign 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, 2019, and in Occidental’s other filings
with the U.S. Securities and Exchange Commission.
About Occidental
Occidental is an international energy company with operations in
the United States, Middle East, Latin America and Africa. We are
the largest onshore oil producer in the U.S., including in the
Permian Basin, and a leading offshore producer in the 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.
Contacts Media: Melissa E. SchoebVice
President, Corporate Affairs 713-366-5615 melissa_schoeb@oxy.com or
Investors: Jeff AlvarezVice President, Investor
Relations713-215-7864jeff_alvarez@oxy.com
Occidental Petroleum (NYSE:OXY)
Historical Stock Chart
From Mar 2024 to Apr 2024
Occidental Petroleum (NYSE:OXY)
Historical Stock Chart
From Apr 2023 to Apr 2024