8-KSecurities & ListingExhibits & Filings

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

Filed July 15, 2020For Securities:OXYOXY-WT

Summary

Occidental Petroleum Corporation (OXY) announced on July 15, 2020, the payment of its quarterly dividend for its Series A Preferred Stock. Notably, the dividend was paid entirely in shares of the Company's Common Stock, rather than cash. This resulted in the issuance of approximately 11.6 million shares of Common Stock to holders of the Series A Preferred Stock as of June 30, 2020. The company has filed a prospectus supplement to register these shares for resale by the recipients under an existing shelf registration statement. While these shares are now registered, OXY will not receive any proceeds from their subsequent sale, as the transaction relates to dividend payment and not a direct offering. The issuance itself is deemed exempt from registration under Section 4(a)(2) of the Securities Act, with legal opinions confirming the validity of these securities.

Key Highlights

  • 1Occidental Petroleum paid its Series A Preferred Stock quarterly dividend on July 15, 2020.
  • 2The dividend was distributed in the form of 11,606,992 shares of OXY's Common Stock.
  • 3Holders of record of Series A Preferred Stock as of June 30, 2020, received these common shares.
  • 4A prospectus supplement has been filed to register the issued common shares for resale.
  • 5The registration is under OXY's existing Form S-3 shelf registration statement.
  • 6Occidental Petroleum will not receive any proceeds from the resale of these common shares.
  • 7The issuance of shares for the dividend payment is exempt from registration under Section 4(a)(2) of the Securities Act.

Frequently Asked Questions

The company paid its Series A Preferred Stock dividend in common stock as per the methodology outlined in the Certificate of Designations. This is a specific arrangement for how dividends on that class of stock are handled, as opposed to a discretionary cash payment.

Approximately 11,606,992 shares of Occidental Petroleum's Common Stock were issued to the holders of its Series A Preferred Stock.

No, Occidental Petroleum will not receive any proceeds from the resale of these shares. The shares were issued as a dividend payment, and any subsequent sales by the recipients are not a direct offering by the company that generates proceeds.

While the issuance itself is exempt from registration under Section 4(a)(2) of the Securities Act, the company has filed a prospectus supplement to register these shares for resale by the recipients. This makes the resale process compliant with securities laws.