8-KLeadership ChangesMaterial AgreementsRegulation FD+1

OCCIDENTAL PETROLEUM CORP /DE/ 8-K Report, Material Agreement (Mar 24, 2020)

Filed March 24, 2020For Securities:OXYOXY-WT

Summary

Occidental Petroleum Corporation (OXY) filed an 8-K on March 24, 2020, detailing two significant events. First, the company amended its credit agreements to provide greater financial flexibility by excluding non-cash write-downs and impairments from the Total Capitalization calculation, effective after September 30, 2019. This amendment offers a buffer against potential covenant breaches, especially relevant given the uncertain economic climate at the time. As of the filing date, OXY had no outstanding borrowings under its revolving credit facility. Second, the Board of Directors appointed Stephen I. Chazen as Chairman of the Board, increasing the board size to 12 members. Mr. Chazen brings extensive experience to the role, having previously served as OXY's President and CEO and holding various other senior positions within the company, as well as leadership roles at Magnolia Oil & Gas Corporation and other industry organizations. This move signals a potential emphasis on experienced leadership during a challenging period for the energy sector.

Key Highlights

  • 1Occidental Petroleum amended its credit agreements to exclude non-cash write-downs and impairments from the 'Total Capitalization' definition, enhancing financial flexibility.
  • 2The company had no outstanding borrowings or letters of credit under its revolving credit facility as of March 24, 2020.
  • 3Stephen I. Chazen was appointed as the new Chairman of the Board, effective March 18, 2020.
  • 4The Board of Directors was increased from 11 to 12 members to accommodate the appointment of Mr. Chazen.
  • 5Mr. Chazen possesses significant prior experience with Occidental Petroleum, having served as President and CEO from 2011 to 2016.
  • 6Non-employee director compensation, including for the new Chairman, will be subject to a 15% reduction for the remainder of the 2019-2020 period.

Frequently Asked Questions

The primary impact is to provide Occidental with increased financial flexibility. By excluding non-cash write-downs and impairments from the 'Total Capitalization' calculation, the company has a better buffer against potential breaches of its 'Total Debt to Total Capitalization' covenant, particularly if such write-downs occur.

While the filing does not explicitly state the 'why,' the appointment of an experienced former CEO like Stephen I. Chazen, particularly during a volatile market period, suggests the Board is seeking seasoned leadership and strategic guidance.

Yes, Mr. Chazen will receive a pro rata portion of the 2019-2020 equity award and retainer for the Chairman of the Board. However, all remaining 2019-2020 non-employee director compensation, including his, will be reduced by 15%.

No, as of March 24, 2020, Occidental Petroleum Corporation had no borrowings or outstanding letters of credit under its revolving credit facility.