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.