Occidental Petroleum Corporation (“Occidental”) (NYSE: OXY) today
announced that, in connection with its offers to purchase for cash
(collectively, the “Tender Offers” and each a “Tender Offer”) the
outstanding senior notes listed in the table below and Consent
Solicitations (as defined below), it is increasing the maximum
aggregate purchase price of Notes (as defined below) it will accept
for purchase, excluding accrued but unpaid interest (as amended
herein, the “Maximum Aggregate Purchase Price”), from the
previously announced amount of $1,500 million to $2,000 million.
Additionally, Occidental announced that it had conditioned its
obligation to accept for purchase and to pay for any of the Notes
in the Tender Offers on the completion by Occidental of a
registered offering (the “Concurrent Offering”) of senior unsecured
debt securities that results in net proceeds of at least $1,950
million, an increase from the previously announced condition that
required such Concurrent Offering to result in net proceeds of at
least $1,475 million, on terms and subject to conditions reasonably
satisfactory to Occidental (as amended herein, the “Financing
Condition”).
The Tender Offers are being made upon the terms and
conditions described in Occidental’s Offer to Purchase and Consent
Solicitation Statement, dated June 25, 2020 (the “Offer to
Purchase”), as amended by this press release.
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Dollars per $1,000 Principal Amount of
Notes |
Series of Notes |
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CUSIP Number/ISIN |
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Aggregate Principal Amount
Outstanding ($) |
|
Acceptance Priority Level |
|
Tender Offer Consideration(1)
($) |
|
Early Tender Premium ($) |
|
Total Consideration(1)(2)
($) |
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4.10% Senior Notes due 2021 |
|
674599BY0 / US674599BY08 |
|
$1,248,777,000 |
|
1 |
|
$955.00 |
|
$50.00 |
|
$1,005.00 |
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Floating Interest Rate Notes due February 2021 |
|
674599CT0 / US674599CT04 |
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$500,000,000 |
|
2 |
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$940.00 |
|
$50.00 |
|
$990.00 |
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4.850% Senior Notes due 2021 |
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674599CZ6 / US674599CZ63 |
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$653,019,000 |
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3 |
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$957.50 |
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$50.00 |
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$1,007.50 |
|
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2.600% Senior Notes due 2021 |
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674599CU7 / US674599CU76 |
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$1,500,000,000 |
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4 |
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$935.00 |
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$50.00 |
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$985.00 |
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Floating Interest Rate Notes due August 2021 |
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674599CV5 / US674599CV59 |
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$500,000,000 |
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5 |
|
$920.00 |
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$50.00 |
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$970.00 |
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3.125% Senior Notes due 2022 |
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674599CC7 / US674599CC78 |
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$813,690,000 |
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6 |
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$935.00 |
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$50.00 |
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$985.00 |
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2.600% Senior Notes due 2022 |
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674599CK9 / US674599CK94 |
|
$400,000,000 |
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7 |
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$925.00 |
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$50.00 |
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$975.00 |
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2.700% Senior Notes due 2022 |
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674599CP8 / US674599CP81 |
|
$2,000,000,000 |
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8 |
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$920.00 |
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$50.00 |
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$970.00 |
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Floating Interest Rate Notes due August 2022 |
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674599CQ6 / US674599CQ64 |
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$1,500,000,000 |
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9 |
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$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 its 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), 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.
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,
including the Financing Condition (as amended herein). As set forth
in the Offer to Purchase, Occidental reserves the right, but is
under no obligation, to further increase the Maximum Aggregate
Purchase Price or amend the Financing Condition, at any time,
subject to compliance with applicable law.
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 and Barclays Capital Inc., BofA Securities, Inc., HSBC
Securities (USA) Inc., MUFG Securities Americas Inc., SG Americas
Securities, LLC and SMBC Nikko Securities America, Inc. are the
Co-Dealer Managers and Co-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.
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.
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.
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
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