8-KSecurities & ListingExhibits & Filings

OCCIDENTAL PETROLEUM CORP /DE/ 8-K Report, Unregistered Securities Sale (Apr 15, 2020)

Filed April 15, 2020For Securities:OXYOXY-WT

Summary

Occidental Petroleum Corporation (OXY) reported on April 15, 2020, the payment of its quarterly dividend for its Series A Preferred Stock. Instead of cash, the dividend was paid in shares of OXY's Common Stock. This resulted in the issuance of approximately 17.27 million shares of Common Stock to holders of the Series A Preferred Stock as of March 31, 2020. While these shares were issued without direct cash proceeds to the company, OXY has filed a prospectus supplement to its existing shelf registration statement. This filing allows for the resale of these newly issued shares by the recipients under the Securities Act of 1933. The issuance itself is considered exempt from registration under Section 4(a)(2) of the Securities Act, indicating it was a private placement or similar transaction not requiring public registration at the time of issuance.

Key Highlights

  • 1Occidental Petroleum issued approximately 17.27 million shares of Common Stock as a dividend for its Series A Preferred Stock on April 15, 2020.
  • 2The dividend payment was made in lieu of cash for the Series A Preferred Stock.
  • 3The shares issued are registered for resale by recipients via a prospectus supplement filed under an existing shelf registration statement (Form S-3).
  • 4The company will not receive any proceeds from the resale of these shares.
  • 5The issuance of these shares is exempt from registration under Section 4(a)(2) of the Securities Act.
  • 6An opinion regarding the validity of the issued shares is included as an exhibit.

Frequently Asked Questions

The company paid the quarterly dividend on its Series A Cumulative Perpetual Preferred Stock in the form of Common Stock, as permitted by the terms outlined in the Certificate of Designations. This is a contractual mechanism available to the company.

Approximately 17.27 million new shares of Common Stock were issued, which will increase the total outstanding shares. This dilution should be considered by investors.

No, the company is not selling these shares. The shares were issued as a dividend to preferred stockholders, and the company has registered them for resale by those recipients. Occidental Petroleum will not receive any proceeds from any subsequent resale.

No, this transaction is not a capital raise for Occidental Petroleum. The shares were issued to fulfill a dividend obligation, and the company will not receive any proceeds from their resale. The registration is to facilitate the preferred stockholders' ability to sell the shares they received.