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 (i) 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 $1.5 billion to $2
billion and (ii) the maximum aggregate purchase price of its 2.70%
Senior Notes due 2023 (the “2.70% 2023 Notes”) it will accept for
purchase, excluding accrued but unpaid interest, from the
previously announced amount of $150 million to $500 million (as
amended herein, the “Sub-Cap”). Additionally, Occidental announced
that it is amending the Tender Offers and Consent Solicitations to
condition its obligation to accept for purchase and to pay for any
of the Notes in the Tender Offers on its receipt of proceeds from
an issuance of senior unsecured debt securities (the “Concurrent
Offering”) with an aggregate principal amount of at least $2
billion on terms and subject to conditions reasonably satisfactory
to Occidental, an increase from the previously announced condition
requiring an issuance of senior unsecured debt securities with an
aggregate principal amount of at least $1.5 billion (as amended
hereby, the “Financing Condition”).
The Tender Offers and Consent Solicitations are being made upon
the terms and conditions described in Occidental’s Offer to
Purchase and Consent Solicitation Statement, dated December 7, 2020
(the “Offer to Purchase”), as amended by this press release.
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|
|
|
|
Dollars per $1,000 Principal Amount of
Notes |
Series of Notes |
|
CUSIP Number/ISIN |
|
Aggregate Principal Amount
Outstanding ($) |
|
Acceptance Priority Level |
|
Tender Offer Consideration(1) ($) |
|
Early Tender Premium ($) |
|
Total Consideration(1)(2) ($) |
2.600% Senior Notes due 2021 |
|
674599CU7 / US674599CU76 |
|
$350,095,000 |
|
1 |
|
$962.50 |
$50.00 |
$1,012.50 |
3.125% Senior Notes due 2022 |
|
674599CC7 / US674599CC78 |
|
$813,690,000 |
|
2 |
|
$967.50 |
$50.00 |
$1,017.50 |
2.600% Senior Notes due 2022 |
|
674599CK9 / US674599CK94 |
|
$228,645,000 |
|
3 |
|
$955.00 |
$50.00 |
$1,005.00 |
2.700% Senior Notes due 2022 |
|
674599CP8 / US674599CP81 |
|
$1,898,445,000 |
|
4 |
|
$962.50 |
$50.00 |
$1,012.50 |
2.70% Senior Notes due 2023 |
|
674599CE3 / US674599CE35 |
|
$1,139,042,000 |
|
5 |
|
$945.00 |
$50.00 |
$995.00 |
(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 2.600% Senior Notes due
2021 (the “2.600% 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 2.70% 2023 Notes (the 2.70% 2023 Notes together with
the 2.600% 2021 Notes, the 3.125% 2022 Notes, the 2.600% 2022 Notes
and the 2.700% 2022 Notes, the “Notes”).
Subject to the Maximum Aggregate Purchase Price, the Sub-Cap and
proration, 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 Levels”) for the Notes as set
forth in the table above.
The Tender Offers will expire at 11:59 p.m., New York City time,
on January 5, 2021, 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 December 18, 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
December 18, 2020 (subject to extension, the “Withdrawal
Deadline”). Holders of Notes tendered after the Withdrawal Deadline
cannot withdraw their Notes or revoke their consents under a
Consent Solicitation unless Occidental is required to extend
withdrawal rights under applicable law. If Occidental increases the
Maximum Aggregate Purchase Price or the Sub-Cap (as described
below), 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 for purchase 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 Maximum Aggregate Purchase
Price and 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 (the “Proposed Amendments”)
described in the Offer to Purchase that would, among other things,
eliminate certain of the restrictive covenants contained in the
indentures governing the Notes. Adoption of the Proposed Amendments
with respect to each series of Notes requires the requisite consent
applicable to such 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 consents 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 relating to a series
of Notes will not become operative until (i) Notes of such 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, outstanding Notes of that series will no longer
have the benefit of certain restrictive 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 on the tender of any
minimum principal amount of Notes, the consummation of any other
Tender Offer or obtaining any Requisite Consent. 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
hereby). 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 and/or the Sub-Cap, or amend the
Financing Condition, at any time, subject to compliance with
applicable law.
RBC Capital Markets, LLC, J.P. Morgan Securities LLC, Barclays
Capital Inc., HSBC Securities (USA) Inc., and SG Americas
Securities, LLC are the lead Dealer Managers and lead Solicitation
Agents in the Tender Offers and Consent Solicitations, and BofA
Securities, Inc., MUFG Securities Americas Inc. 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 RBC Capital Markets, LLC at (toll free) (877) 381-2099 or
(US) (212) 618-7843, J.P. Morgan Securities LLC at (toll free)
(866) 834-4666 or (collect) (212) 834-2045, Barclays Capital Inc.
at (toll-free) (800) 438-3242 or (collect) (212) 528-7581, HSBC
Securities (USA) Inc. at (toll free) (888) HSBC-4LM or (collect)
(212) 525-5552 or SG Americas Securities, LLC at (toll free) (855)
881-2108 or (collect) (212) 278-7886. 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
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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