What is the significance of the agreement with Total S.A. for Occidental's Anadarko acquisition?

The agreement with Total S.A. is a crucial step. Occidental has agreed to sell the Anadarko assets it would acquire in Algeria, Ghana, Mozambique, and South Africa to Total for $8.8 billion in cash. This deal is contingent on Occidental successfully acquiring Anadarko itself. It suggests Occidental plans to divest these international assets post-acquisition, potentially to help finance the Anadarko deal or focus on core operations.

What is Occidental's revised offer for Anadarko?

Occidental's revised proposal is to acquire all of Anadarko's common stock for $76.00 per share. This offer is structured as a combination of $59.00 in cash and 0.2934 shares of Occidental common stock for each share of Anadarko common stock, based on Occidental's closing stock price on May 3, 2019.

What are the conditions for the proposed transactions to be completed?

The proposed transaction with Total is conditional on Occidental successfully completing its acquisition of Anadarko, obtaining necessary regulatory approvals for both deals, and other customary closing conditions. The Anadarko acquisition itself is also subject to its own set of conditions, including Anadarko shareholder approval and regulatory clearances.

What is the deadline for Occidental to complete the Anadarko acquisition, as indicated by the Total MOU?

The Memorandum of Understanding (MOU) with Total S.A. allows either party to terminate the agreement if the transaction is not consummated by December 1, 2020. This implies a target timeframe for Occidental to finalize its acquisition of Anadarko.

OXY/OXY-WT 8-K: Material Agreements & Corporate Changes

Summary

Occidental Petroleum Corporation (OXY) filed an 8-K on May 6, 2019, detailing significant strategic moves related to its potential acquisition of Anadarko Petroleum Corporation. The most critical development is a binding Memorandum of Understanding (MOU) with Total S.A. to sell Anadarko's assets in Algeria, Ghana, Mozambique, and South Africa for $8.8 billion in cash, contingent on OXY successfully acquiring Anadarko. This move signals OXY's aggressive pursuit of Anadarko and its intent to divest non-core international assets post-acquisition to help finance the deal and streamline operations. Furthermore, the filing reveals OXY's revised, enhanced proposal to acquire Anadarko for $76.00 per share, a mix of cash ($59.00) and OXY stock (0.2934 shares), based on OXY's closing price on May 3, 2019. This revised offer underscores OXY's determination to secure Anadarko, potentially amidst competing interest. The company also updated its bylaws to designate Delaware courts as the exclusive forum for certain legal proceedings, a common governance measure.

Key Highlights

1Occidental Petroleum entered into a binding MOU with Total S.A. to sell Anadarko's African assets (Algeria, Ghana, Mozambique, South Africa) for $8.8 billion cash, conditional upon OXY acquiring Anadarko.
2OXY announced a revised proposal to acquire Anadarko for $76.00 per share, consisting of $59.00 cash and 0.2934 shares of OXY common stock per Anadarko share.
3The transaction with Total is subject to the consummation of OXY's acquisition of Anadarko and regulatory approvals.
4The MOU with Total has a termination date of December 1, 2020, if the Anadarko acquisition is not completed by then.
5Occidental updated its corporate bylaws to establish exclusive jurisdiction in Delaware courts for certain legal proceedings.
6The filing emphasizes that the proposed transactions are subject to various risks and uncertainties, including regulatory approvals, financing, and potential competition.
7The company is actively seeking Anadarko's acquisition, highlighting a significant strategic shift and potential for substantial integration challenges and opportunities.

OCCIDENTAL PETROLEUM CORP /DE/ 8-K Report, Material Agreement (May 6, 2019)

Summary

Key Highlights

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