Occidental (NYSE: OXY) today announced the early tender results for
the 2021 Notes (as defined below) in connection with its offers to
purchase for cash (collectively, the “Tender Offers” and each, a
“Tender Offer”) its outstanding 4.10% Senior Notes due 2021 (the
“4.10% 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” and, together with the 4.10% 2021
Notes and 2.600% 2021 Notes, the “2021 Notes”), Floating Interest
Rate Notes due August 2022 (the “Floating Rate August 2022 Notes”),
2.600% Senior Notes due 2022 (the “2.600% 2022 Notes”), 2.700%
Senior Notes due 2022 (the “2.700% 2022 Notes”), 3.125% Senior
Notes due 2022 (the “3.125% 2022 Notes” and, together with the
Floating Rate August 2022 Notes, 2.600% 2022 Notes and 2.700% 2022
Notes, the “2022 Notes”) and 2.70% Senior Notes due 2023 (the
“2.70% 2023 Notes” and, together with the 2021 Notes and 2022
Notes, the “Notes”) up to a maximum aggregate purchase price,
excluding accrued but unpaid interest (the “Maximum Aggregate
Purchase Price”), of $3,000 million.
The Tender Offers and Consent Solicitations (as defined below)
are being made pursuant to the terms and subject to the conditions
described in Occidental’s Offer to Purchase and Consent
Solicitation Statement, dated August 12, 2020, as amended by a
press release issued by Occidental on August 12, 2020 and as
further amended by a press release issued by Occidental on August
24, 2020 (the “Offer to Purchase”). Capitalized terms used but not
defined herein have the meanings ascribed thereto in the Offer to
Purchase.
The Tender Offers and Consent Solicitations are subject to, and
conditioned upon, the satisfaction or waiver of certain conditions
described in the Offer to Purchase, including the completion by
Occidental of a registered offering of senior unsecured debt
securities (the “Concurrent Offering”) that results in net proceeds
of at least $2,950 million, on terms and subject to conditions
reasonably satisfactory to Occidental. As set forth in the Offer to
Purchase, the maximum aggregate purchase price to be paid by
Occidental for the 2022 Notes, excluding accrued but unpaid
interest, is $700 million, and the maximum aggregate purchase price
to be paid by Occidental for the 2.70% 2023 Notes, excluding
accrued but unpaid interest, is $50 million.
According to the information received from Global Bondholder
Services Corporation, the Tender Agent and Information Agent for
the Tender Offers and Consent Solicitations, as of 5:00 p.m., New
York City time, on August 25, 2020 (such date and time, the “2021
Notes Early Tender Time”), Occidental had received valid tenders
from holders of the 2021 Notes as outlined in the table below.
Series of Notes |
|
CUSIP Number/ISIN |
|
Aggregate Principal Amount
Outstanding ($) |
|
Acceptance Priority
Level |
|
Aggregate Principal Amount
Tendered ($) |
|
Aggregate Principal Amount
Accepted for Purchase ($) |
|
Total Consideration (1)(2)
($) |
4.10% Senior Notes due 2021 |
|
674599BY0 /US674599BY08 |
|
$ |
305,294,000 |
|
1 |
|
$ |
138,555,000 |
|
$ |
138,555,000 |
|
$ |
1,007.50 |
|
|
|
|
|
|
|
|
|
|
2.600% Senior Notes due 2021 |
|
674599CU7 / US674599CU76 |
|
$ |
1,449,371,000 |
|
2 |
|
$ |
1,099,276,000 |
|
$ |
1,099,276,000 |
|
$ |
1,005.00 |
|
|
|
|
|
|
|
|
|
|
Floating Interest Rate Notes due
August 2021 |
|
674599CV5 / US674599CV59 |
|
$ |
500,000,000 |
|
3 |
|
$ |
122,523,000 |
|
$ |
122,523,000 |
|
$ |
980.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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). |
The early settlement date for 2021 Notes validly tendered and
not validly withdrawn at or prior to the 2021 Notes Early Tender
Time and accepted for purchase (the “2021 Notes Early Settlement
Date”) will be August 27, 2020, subject to the satisfaction or
waiver of all conditions to the Tender Offers and Consent
Solicitations described in the Offer to Purchase.
Holders of 2021 Notes that were validly tendered
and not validly withdrawn at or prior to the 2021 Early Tender Time
and have been accepted for purchase pursuant to the applicable
Tender Offer will receive the applicable Total Consideration for
each series of 2021 Notes as set forth in the table above, which
includes the early tender premium of $50.00 per $1,000.00 principal
amount of 2021 Notes, together with accrued but unpaid interest on
such 2021 Notes from the last interest payment date to, but not
including, the 2021 Notes Early Settlement Date.
Occidental is also conducting Tender Offers in
respect of the 2022 Notes and the 2.70% 2023 Notes. Holders of 2022
Notes and 2.70% 2023 Notes validly tendered and not validly
withdrawn at or prior to 5:00 p.m., New York City time, on August
28, 2020 (the “2022 and 2023 Notes Early Tender Time”) and accepted
for purchase will be entitled to the early tender premium in
respect of such Notes set forth in the Offer to Purchase (together
with the early tender premium for the 2021 Notes, with respect to
each series of Notes, the “Early Tender Premium”), together with
accrued but unpaid interest on such 2022 Notes and 2.70% 2023 Notes
from the last interest payment date to, but not including, any
early settlement date for such 2022 Notes and 2.70% 2023 Notes,
subject to the satisfaction or waiver of all conditions to the
Tender Offers and Consent Solicitations described in the Offer to
Purchase.
The Tender Offers and Consent Solicitations will
expire at 11:59 p.m., New York City time, on September 9, 2020,
unless extended or terminated by Occidental. Subject to the terms
and conditions of the Tender Offers and Consent Solicitations, the
consideration for each $1,000.00 principal amount of Notes validly
tendered and accepted for purchase pursuant to the Tender Offers
after the 2021 Notes Early Tender Time or the 2022 and 2023 Notes
Early Tender Time, as applicable, will be the applicable tender
offer consideration for such series of Notes set forth in the Offer
to Purchase (with respect to each series of Notes, the “Tender
Offer Consideration”). Holders tendering their Notes after the 2021
Notes Early Tender Time or the 2022 and 2023 Notes Early Tender
Time, as applicable, will receive the applicable Tender Offer
Consideration but will not be eligible to receive the Early Tender
Premium. All holders 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 applicable settlement date.
As the withdrawal deadline of 5:00 p.m., New York City time, on
August 25, 2020 (subject to extension, the “2021 Notes Withdrawal
Deadline”) has passed, holders of 2021 Notes tendered after the
2021 Notes Withdrawal Deadline cannot withdraw their 2021 Notes or
revoke their consents under the Consent Solicitation unless
Occidental is required to extend withdrawal rights under applicable
law. Holders of 2022 Notes and 2.70% 2023 Notes may withdraw their
2022 Notes or 2.70% 2023 Notes and revoke their consents under the
applicable Consent Solicitations by 5:00 p.m., New York City time,
on August 28, 2020.
Settlement for Notes validly tendered after the
2021 Notes Early Tender Time or 2022 and 2023 Notes 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, and is expected to occur on the second business day following
the Expiration Date.
As part of the Tender Offers, Occidental is also
soliciting consents (the “Consent Solicitations”) from the holders
of the 2.600% 2021 Notes, Floating Rate August 2021 Notes, Floating
Rate August 2022 Notes, 2.600% 2022 Notes, 2.700% 2022 Notes,
3.125% 2022 Notes and 2.70% 2023 Notes (collectively, the “Consent
Notes”) for certain proposed amendments described in the Offer to
Purchase that would, among other things, remove certain covenants
contained in the indentures governing the Consent Notes (the
“Proposed Amendments”).
As set forth in the Offer to Purchase,
Occidental reserves the right, but is under no obligation, to amend
the terms of the Tender Offers and Consent Solicitations at any
time, subject to compliance with applicable law.
J.P. Morgan Securities LLC, RBC Capital Markets,
LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities
America, Inc. are the lead Dealer Managers and lead Solicitation
Agents in the Tender Offers and Consent Solicitations, and Barclays
Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc.,
HSBC Securities (USA) Inc., SG Americas Securities, LLC and Wells
Fargo Securities, LLC 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 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, MUFG Securities
Americas Inc. at (toll-free) (877) 744-4532 or (collect) (212)
405-7481 or SMBC Nikko Securities America, Inc. at (toll free)
(888) 868-6856 or (collect) (212) 224-5328. 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, Africa and Latin America. 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, such as the sharp decline in crude oil prices
that occurred in the first half of 2020; supply and demand
considerations for, and the prices of, our products and services;
actions by the Organization of Petroleum Exporting Countries
(“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 liquids 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 |
Investors |
Melissa E. Schoeb |
Jeff Alvarez |
713-366-5615 |
713-215-7864 |
melissa_schoeb@oxy.com |
jeff_alvarez@oxy.com |
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