8-KAcquisitions & DispositionsMaterial AgreementsRegulation FD+1

OCCIDENTAL PETROLEUM CORP /DE/ 8-K Report, Material Agreement (Dec 1, 2014)

Filed December 1, 2014For Securities:OXYOXY-WT

Summary

Occidental Petroleum (OXY) has officially completed the spin-off of its California oil and gas operations and related assets into a new, independent, publicly traded company named California Resources Corporation (CRC). This separation was executed through a distribution of approximately 80.5% of CRC's common stock to OXY shareholders, who received 0.4 shares of CRC for each share of OXY held as of November 17, 2014. The spin-off was accompanied by a suite of agreements governing the relationship between OXY and CRC post-separation, including a Separation and Distribution Agreement, Tax Sharing Agreement, and Transition Services Agreement. As part of the transaction, OXY contributed its California oil and gas business assets to CRC in exchange for CRC shares, assumption of liabilities, and a special cash distribution of $6.1 billion to OXY. OXY retains approximately 19.5% of CRC's shares, though it has granted CRC a proxy to vote these shares in proportion to other stockholders, demonstrating a move towards CRC's independence. CRC began trading on the NYSE under the symbol "CRC" on December 1, 2014.

Key Highlights

  • 1Occidental Petroleum (OXY) completed the spin-off of its California oil and gas business into California Resources Corporation (CRC).
  • 2OXY shareholders received 0.4 shares of CRC for every share of OXY they owned as of the November 17, 2014 record date.
  • 3CRC is now an independent public company trading on the NYSE under the ticker symbol "CRC" since December 1, 2014.
  • 4OXY received a $6.1 billion cash distribution from CRC as part of the internal restructuring and asset contribution.
  • 5OXY retained approximately 19.5% of CRC's outstanding shares, with a proxy granted to CRC for voting these shares.
  • 6A comprehensive set of 'Operative Agreements' were executed to govern the relationship and operational separation between OXY and CRC.

Frequently Asked Questions

California Resources Corporation is a newly independent public company formed from Occidental Petroleum's (OXY) former California oil and gas operations and related assets. It is now trading on the New York Stock Exchange (NYSE) under the ticker symbol 'CRC'.

OXY shareholders who owned OXY common stock as of the record date of November 17, 2014, received 0.4 shares of California Resources Corporation (CRC) common stock for each share of OXY they held. This distribution represents approximately 80.5% of CRC's outstanding shares.

Occidental Petroleum received a significant special cash distribution of $6.1 billion from California Resources Corporation (CRC) as part of the transaction. OXY also retained approximately 19.5% of CRC's common stock, although it granted CRC a proxy to vote these shares.

While CRC is now an independent entity, OXY and CRC have entered into several 'Operative Agreements' that govern their relationship. These agreements cover aspects like separation, stockholding rights, taxes, employee matters, transition services, and intellectual property, ensuring an orderly separation and continued operational interactions where necessary.