8-KMaterial AgreementsSecurities & ListingRegulation FD+1

OCCIDENTAL PETROLEUM CORP /DE/ 8-K Report, Material Agreement (Dec 12, 2023)

Filed December 12, 2023For Securities:OXYOXY-WT

Summary

Occidental Petroleum Corporation (OXY) has entered into a definitive agreement to acquire CrownRock, L.P. for approximately $12.0 billion. This significant acquisition will be funded through a combination of $9.1 billion in cash and approximately 29.6 million shares of Occidental common stock, along with the assumption of $1.2 billion in CrownRock's existing debt. The transaction is expected to be financed primarily through debt, with a commitment for a $10.0 billion bridge loan facility. This acquisition represents a major strategic move by Occidental to expand its operations and is anticipated to be accretive to its cash flow per share. The company also announced an increase in its quarterly common stock dividend by $0.04 to $0.22 per share, commencing with the February 2024 declaration, signaling confidence in its financial position and future prospects following this deal.

Key Highlights

  • 1Occidental Petroleum to acquire CrownRock, L.P. for approximately $12.0 billion.
  • 2Transaction structure includes $9.1 billion in cash, roughly 29.6 million OXY shares, and assumption of $1.2 billion in debt.
  • 3Financing for the cash portion will be primarily through a $10.0 billion bridge loan facility.
  • 4The acquisition is expected to be accretive to Occidental's cash flow per share.
  • 5Occidental announced a $0.04 per share increase in its quarterly dividend to $0.22, effective February 2024.
  • 6Customary closing conditions apply, including regulatory approvals (HSR Act) and the absence of material adverse effects.
  • 7Deal is expected to close by December 10, 2024, with potential extensions under specific circumstances.

Frequently Asked Questions

The total purchase price for CrownRock is approximately $12.0 billion. This includes $9.1 billion in cash, approximately 29.6 million shares of Occidental common stock, and the assumption of approximately $1.2 billion of CrownRock's existing debt.

Occidental plans to finance the cash portion of the acquisition, which is $9.1 billion, through debt financing. They have secured a commitment for a 364-day senior unsecured bridge loan facility of up to $10.0 billion from BofA Securities, Inc. and Bank of America, N.A.

Key closing conditions include customary representations and warranties being true, performance of obligations by both parties, absence of prohibitive laws or orders, expiration of the HSR Act waiting period, limitations on title and environmental defects, and the absence of any material adverse effect. The issuance of OXY shares is also conditioned on their authorization for listing on the NYSE.

Occidental expects the acquisition of CrownRock to be accretive to its cash flow per share. The company also announced an increase in its quarterly dividend, signaling confidence in its financial health and future earnings potential, partly due to this strategic transaction.