01—Abstract
Summary
Summary of the 8-K filed August 2, 2024. Cited figures are marked; the original filing is the authoritative source.
On August 2, 2024, Occidental Petroleum (NYSE: OXY) disclosed in an 8-K (Item 8.01, Other Events) that it has terminated its previously announced exchange offer and consent solicitation for the 5.000% Senior Notes due 2029 issued by CrownRock, L.P. and CrownRock Finance, Inc. The exchange offer had covered any and all of those notes, in exchange for up to $376,084,000a aggregate principal amount of new 5.000% Senior Notes due 2029 to be issued by Occidental, plus cash.
Because the offer was terminated, no total consideration will be paid, and tendered notes will be promptly returned to holders. The termination also means the consent solicitation, which sought approval from CrownRock noteholders for proposed amendments to the CrownRock indenture, has ended, and those amendments will not take effect. The filing does not give a reason for the termination, and it contains no new financial results, guidance, or capital allocation changes.
Its significance for investors is mainly that the CrownRock debt stays in place under its existing terms, so the proposed debt-exchange restructuring will not proceed as announced. For investors, the event is administrative rather than fundamental.
It is a notable update on the debt-management side of the CrownRock acquisition financing, but it does not change Occidental's operating profile in the Permian, DJ, Gulf of Mexico, Middle East/North Africa, midstream, or OxyChem businesses. Holders with tendered notes should work with the exchange agent, Global Bondholder Services Corporation, to get their notes back.
02—Key points
Key Highlights
- Occidental terminated its exchange offer for the CrownRock 5.000% Senior Notes due 2029, which had covered any and all of the notes.
- The offer would have exchanged the notes for up to $376,084,000 of new Occidental 5.000% Senior Notes due 2029, plus cash.
- The related consent solicitation, seeking amendments to the CrownRock indenture, was also terminated, so the proposed amendments will not become effective.
- Tendered CrownRock notes will be promptly returned to holders, and no exchange consideration will be paid.
- The filing gives no reason for the termination and includes no financial results, guidance, or capital allocation updates.
- Global Bondholder Services Corporation is the exchange agent and information agent for the terminated offer.
03—Questions
Frequently Asked Questions
What did Occidental announce on August 2, 2024?
Occidental announced that it terminated its previously announced exchange offer and consent solicitation for the 5.000% Senior Notes due 2029 issued by CrownRock, L.P. and CrownRock Finance, Inc.
What happens to CrownRock noteholders who tendered their notes?
Because the exchange offer was terminated, no total consideration will be paid. The CrownRock notes that were tendered and not validly withdrawn will be promptly returned to the tendering holders.
Will the proposed amendments to the CrownRock indenture take effect?
No. The consent solicitation was terminated, so the proposed amendments to the CrownRock indenture will not become effective.
Why did Occidental terminate the exchange offer?
The 8-K and press release do not state a reason for the termination.
Who should holders contact with questions about the terminated offer?
Holders should contact Global Bondholder Services Corporation, the exchange and information agent, at (855) 654-2015 (toll-free), (212) 430-3774 (banks and brokers), or [email protected].
04—Continue