01—Abstract
Summary
Summary of the 8-K filed January 22, 2024. Cited figures are marked; the original filing is the authoritative source.
Occidental Petroleum Corporation (OXY) announced via an 8-K filing on January 22, 2024, that the company and the sellers of CrownRock, L.P. have received a "Second Request" from the Federal Trade Commission (FTC) regarding the proposed acquisition.
This Second Request signifies an extension of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act), indicating that the FTC requires more information before granting its approval for the transaction. While this development may introduce a delay in the closing of the acquisition, Occidental and the sellers are cooperating with the FTC and continue to work constructively in its review.
Investors should be aware that the HSR Act waiting period will now extend until 30 days after substantial compliance with the Second Request, unless otherwise agreed. This filing serves as a disclosure of this material event impacting the timeline of the CrownRock acquisition.
02—Key points
Key Highlights
- Occidental Petroleum (OXY) has received a "Second Request" from the FTC for additional information related to its proposed acquisition of CrownRock, L.P.
- The "Second Request" extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act).
- The FTC's review of the acquisition is ongoing, and the waiting period will now extend until 30 days after substantial compliance with the Second Request.
- Occidental and the sellers of CrownRock are cooperating with the FTC and working constructively towards the completion of the review.
- The acquisition remains contingent on the expiration or termination of the HSR Act waiting period, among other conditions.
- The filing emphasizes forward-looking statements and associated risks, including potential delays or failure to complete the acquisition.
03—Questions
Frequently Asked Questions
What is a "Second Request" from the FTC?
A "Second Request" is an official request from the FTC for additional information and documentary material from parties involved in a merger or acquisition that is under antitrust review. It signifies that the initial waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) is extended, and the FTC requires more details to complete its antitrust investigation.
How will this "Second Request" impact the CrownRock acquisition timeline?
The "Second Request" extends the HSR Act waiting period. The acquisition cannot close until 30 days after both Occidental and the sellers have substantially complied with the Second Request, unless the FTC terminates the waiting period early or the parties voluntarily extend it. This means the closing timeline will likely be longer than originally anticipated.
Does receiving a "Second Request" mean the acquisition will be blocked?
Not necessarily. A "Second Request" indicates that the FTC is conducting a more in-depth review of the transaction. While it introduces a delay and adds scrutiny, it does not automatically mean the acquisition will be blocked. Many transactions proceed to completion after a "Second Request" once the FTC's concerns are addressed.
What are Occidental's next steps regarding the FTC review?
Occidental and the sellers are committed to working constructively with the FTC. Their next step is to provide the requested information and documentary material to substantially comply with the "Second Request," after which the FTC's 30-day waiting period will commence.
04—Continue