Occidental (NYSE: OXY) today announced the expiration and final
results 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 $3,000
million.
The Tender Offers and Consent Solicitations (as defined below)
were made pursuant to the terms and subject to the conditions
described in Occidental’s Offer to Purchase and Consent
Solicitation Statement, dated August 12, 2020, as amended by press
releases issued by Occidental on August 12, 2020 and August 24,
2020 (the “Offer to Purchase”). The Tender Offers and Consent
Solicitations expired at 11:59 p.m., New York City time, on
September 9, 2020 (the “Expiration Date”). Capitalized terms used
but not defined herein have the meanings ascribed thereto in the
Offer to Purchase.
According to the information received from Global Bondholder
Services Corporation, the Tender Agent and Information Agent for
the Tender Offers and Consent Solicitations, as of the Expiration
Date, Occidental had received valid tenders from holders of the
Notes as outlined in the table below. The table below also reflects
information previously announced by Occidental regarding the 2021
Notes which were tendered as of 5:00 p.m., New York City time, on
August 25, 2020 (such date and time, the “2021 Notes Early Tender
Time”), and the 2022 Notes and 2.70% 2023 Notes which were tendered
as of 5:00 p.m., New York City time, on August 28, 2020 (such date
and time, the “2022 and 2023 Notes Early Tender Time”), and
subsequently accepted for purchase and cancelled on August 27, 2020
and September 1, 2020, respectively.
Series of Notes |
CUSIP Number/ISIN |
Acceptance Priority
Level |
Aggregate Principal Amount
Previously Accepted for Purchase ($) |
Aggregate Principal Amount Additionally
Tendered at Expiration Date ($) |
Aggregate Principal Amount
Additionally Accepted for Purchase at Expiration Date
($) |
Tender Consideration (1)
($) |
4.10% Senior Notes due 2021 |
674599BY0 /US674599BY08 |
1 |
$ |
138,555,000 |
$ |
95,000 |
$ |
95,000 |
$ |
957.50 |
|
|
|
|
|
|
|
2.600% Senior Notes due 2021 |
674599CU7 / US674599CU76 |
2 |
$ |
1,099,276,000 |
$ |
0 |
$ |
0 |
$ |
955.00 |
|
|
|
|
|
|
|
Floating Interest Rate Notes due
August 2021 |
674599CV5 / US674599CV59 |
3 |
$ |
122,523,000 |
$ |
0 |
$ |
0 |
$ |
930.00 |
|
|
|
|
|
|
|
Floating Interest Rate Notes due
August 2022 |
674599CQ6 / US674599CQ64 |
4 |
$ |
447,909,000 |
$ |
0 |
$ |
0 |
$ |
910.00 |
|
|
|
|
|
|
|
2.600% Senior Notes due 2022 |
674599CK9 / US674599CK94 |
5 |
$ |
171,355,000 |
$ |
0 |
$ |
0 |
$ |
937.50 |
|
|
|
|
|
|
|
2.700% Senior Notes due 2022 |
674599CP8 / US674599CP81 |
6 |
$ |
101,555,000 |
$ |
0 |
$ |
0 |
$ |
942.50 |
|
|
|
|
|
|
|
3.125% Senior Notes due 2022 |
674599CC7 / US674599CC78 |
7 |
$ |
0 |
$ |
0 |
$ |
0 |
$ |
950.00 |
|
|
|
|
|
|
|
2.70% Senior Notes due 2023 |
674599CE3 / US674599CE35 |
8 |
$ |
51,678,000 |
$ |
0 |
$ |
0 |
$ |
917.50 |
(1) Does not include accrued but unpaid interest, which will
also be payable as provided in the Offer to Purchase.
As of the Expiration Date, Occidental received no valid tenders
from holders of the 2022 Notes or 2.70% 2023 Notes after the 2022
and 2023 Notes Early Tender Time. Accordingly, no additional 2022
Notes or 2.70% 2023 Notes were accepted for purchase after the 2022
and 2023 Notes Early Tender Time.
As set forth in the table above, Occidental has accepted for
purchase all 2021 Notes validly tendered and not validly withdrawn
after the 2021 Notes Early Tender Time, but at or prior to the
Expiration Date. The settlement date for such 2021 Notes accepted
for purchase (the “Settlement Date”) will be September 11, 2020.
Holders of such 2021 Notes accepted for purchase will receive the
applicable Tender Offer Consideration for such series of 2021 Notes
as set forth in the table above for each $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 Settlement Date, but will not receive the Early
Tender Premium with respect to such series of 2021 Notes.
As part of the Tender Offers, Occidental
solicited 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”). Adoption of the Proposed Amendments with
respect to each series of Consent Notes requires the requisite
consent applicable to each series of Consent Notes as described in
the Offer to Purchase (the “Requisite Consent”). As of the
Expiration Date, the Requisite Consent was not obtained with
respect to any series of Consent Notes. Accordingly, the Proposed
Amendments will not be implemented in respect of any series of
Consent Notes, and the indentures governing all Consent Notes will
remain in effect in their present form.
J.P. Morgan Securities LLC, RBC Capital Markets,
LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities
America, Inc. served as 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 served as the co-Dealer
Managers and co-Solicitation Agents in the Tender Offers and
Consent Solicitations. Global Bondholder Services Corporation was
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.
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 securities.
The Tender Offers and Consent Solicitations were 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 were required to be made by a licensed broker or
dealer, the Tender Offers were 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
one of the largest oil producers in the U.S., including a leading
producer in the Permian and DJ Basins, and offshore 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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