8-KRegulation FD

OCCIDENTAL PETROLEUM CORP /DE/ 8-K Report, Regulation FD Disclosure (Sep 11, 2014)

Filed September 11, 2014For Securities:OXYOXY-WT

Summary

This 8-K filing from Occidental Petroleum (OXY) on September 11, 2014, primarily concerns its wholly-owned subsidiary, California Resources Corporation (CRC). CRC announced the pricing of $5.0 billion in senior notes through a private placement under Rule 144A and Regulation S. These notes consist of three tranches: $1.00 billion of 5.00% senior notes due 2020, $1.75 billion of 5.50% senior notes due 2021, and $2.25 billion of 6.00% senior notes due 2024. The offering is expected to close on October 1, 2014. The main purpose of this debt issuance is to fund a cash distribution to Occidental Petroleum. This transaction is a key step in CRC's planned spin-off from Occidental. The notes will be guaranteed by CRC's material subsidiaries and are being offered to qualified institutional buyers and non-US persons, with the understanding that they have not been registered under the Securities Act and may not be offered or sold in the US absent an exemption. Investors should note the forward-looking statements and associated risks detailed in the filing, particularly concerning the spin-off and future financing.

Key Highlights

  • 1Occidental Petroleum's subsidiary, California Resources Corporation (CRC), priced $5.0 billion in senior notes.
  • 2The notes are offered in three tranches: $1.00B (5.00% due 2020), $1.75B (5.50% due 2021), and $2.25B (6.00% due 2024).
  • 3The debt issuance is part of CRC's planned spin-off from Occidental Petroleum.
  • 4Proceeds from the notes offering are intended for a cash distribution to Occidental Petroleum.
  • 5The offering is structured as a private placement under Rule 144A and Regulation S.
  • 6The notes are expected to close on October 1, 2014, subject to customary conditions.
  • 7The notes will be guaranteed on a senior unsecured basis by all of CRC's material subsidiaries.

Frequently Asked Questions

This Form 8-K reports on the pricing of $5.0 billion in senior notes by California Resources Corporation (CRC), a wholly-owned subsidiary of Occidental Petroleum. This issuance is a significant step related to CRC's planned spin-off from Occidental and the use of proceeds will fund a cash distribution to Occidental.

California Resources Corporation is issuing $5.0 billion in aggregate principal amount of senior notes. This includes $1.00 billion of 5.00% senior notes due 2020, $1.75 billion of 5.50% senior notes due 2021, and $2.25 billion of 6.00% senior notes due 2024. The notes are being issued at par.

The notes are being offered in a private placement under Rule 144A of the Securities Act to qualified institutional buyers in the United States, and under Regulation S to persons outside the United States. The notes and related guarantees have not been registered under the Securities Act and may not be offered or sold in the U.S. without registration or an applicable exemption.

The offering of the notes is expected to close on October 1, 2014, subject to customary closing conditions. While the filing details the notes offering in relation to the planned spin-off, it does not provide a specific date for the spin-off itself, noting that various factors, including regulatory approvals and board approval, are involved.