How much debt did Occidental retire through the tender offers?

Occidental accepted about $1.2 billion of principal across the 0.000% 2036 Notes ($21.5 million), 6.125% 2031 Notes ($843.3 million), and 6.625% 2030 Notes ($335.2 million). That equals the upsized $1.2 billion aggregate cap. Settlement is expected on March 9, 2026, subject to the offer conditions.

What did bondholders receive for their notes?

Holders who tendered by the early deadline and were accepted receive the total consideration for their series plus accrued and unpaid interest to the settlement date. Total consideration is $1,069.83 per $1,000 for the 6.125% 2031 Notes, $1,086.83 per $1,000 for the 6.625% 2030 Notes, and $612.42 per $1,000 at maturity for the 0.000% 2036 Notes. Each series includes a $30 early tender premium per $1,000.

Why were some tendered notes not accepted, and what happens to holders who tender now?

The cap was fully subscribed at the early tender time, so the 6.625% 2030 Notes were prorated at 28.7%, and the 2029 Debentures were not accepted under the acceptance priority rules. Holders who tender after the early deadline will not have their notes accepted unless Occidental increases the cap. The offers expire March 19, 2026, unless extended or terminated.

What changed for the 6.125% 2031 Notes, and what does it mean for other notes?

The consent threshold was met for the 6.125% 2031 Notes, so the Fifth Supplemental Indenture will become operative on March 9, 2026. It eliminates certain covenants for those notes and reduces the minimum redemption notice to 5 business days. The consent threshold was not met for the 6.625% 2030 Notes or the 2029 Debentures, so their indentures remain unchanged.

What is the remaining debt structure after the transaction?

Based on the outstanding amounts in the filing and the accepted principal, about $1.11 billion of the 6.625% 2030 Notes, about $299 million of the 6.125% 2031 Notes, and about $263 million (principal at maturity) of the 2036 zero-coupon notes remain outstanding. The 2029 Debentures remain at their full outstanding amounts. These figures are our calculations from the filing.

OXY 8-K: Material Agreements & Shareholder Matters

01—Abstract

Summary

Summary of the 8-K filed March 9, 2026. Cited figures are marked; the original filing is the authoritative source.

Occidental (OXY) announced early results of its cash tender offers for up to $1.2 billion^a aggregate principal of five series of senior notes and debentures, up from the original $700 million cap.

Holders validly tendered about $2.03 billion^b of notes by the March 4, 2026 early tender deadline, and Occidental accepted roughly $1.2 billion, which fully uses the upsized cap. The 0.000% 2036 Notes were capped at $58 million and the cap for that series was not increased. The 6.625% 2030 Notes were prorated at 28.7%, and the 7.200% and 7.950% 2029 Debentures were not accepted.

Acceptance was prioritized by series, with the 6.125%^c 2031 Notes accepted at 100%. Settlement is set for March 9, 2026. Because the cap was reached at the early deadline, notes tendered after that point will not be accepted unless Occidental raises the cap again.

The offers expire March 19, 2026. The transaction is primarily a liability management exercise that retires roughly $1.2 billion^d of principal and reduces gross debt. Using the disclosed total consideration per $1,000 and the accepted amounts, we estimate the cash cost at about $1.28 billion before accrued interest.

This is a rough calculation from the filing, not a figure Occidental reported. The tendered notes carried coupons of 6.125% to 6.625% (plus the zero-coupon 2036 notes), and the premium paid to holders is a $30 early tender premium per $1,000 on each series. Remaining principal after settlement is about $1.11 billion on the 6.625% 2030 Notes, about $299 million on the 6.125% 2031 Notes, and about $263 million (principal at maturity) on the 2036 zero-coupon notes.

For the 6.125% 2031 Notes, the required consents were received, so a Fifth Supplemental Indenture will become operative on March 9, 2026. It eliminates certain covenants for that series and shortens the minimum redemption notice period to 5 business days.

The consent thresholds were not met for the 6.625% 2030 Notes or the 2029 Debentures, so those indentures remain unchanged. The filing does not address the company's broader financial results, production, or guidance.

02—Key points

Key Highlights

Tender cap raised from $700 million to $1.2 billion. Occidental accepted about $1.2 billion of notes, fully using the upsized cap as of the March 4, 2026 early tender time.
Total consideration per $1,000 principal: $1,069.83 for the 6.125% 2031 Notes (100% accepted, $843.3 million), $1,086.83 for the 6.625% 2030 Notes (28.7% prorated, $335.2 million accepted), and $612.42 per $1,000 at maturity for the 0.000% 2036 Notes ($21.5 million accepted, capped at $58 million).
The 2029 Debentures (7.200% and 7.950%) were not accepted because of the priority and proration procedures, and their indentures were not amended because the consent threshold was not met.
Consent solicitation succeeded for the 6.125% 2031 Notes. The Fifth Supplemental Indenture, operative March 9, 2026, removes certain covenants and cuts the minimum redemption notice to 5 business days.
Early tender premium of $30 per $1,000 on each series. Accrued interest is also paid through the March 9, 2026 settlement date.
Estimated cash outlay of about $1.28 billion excluding accrued interest, based on the disclosed consideration and accepted amounts. This is our calculation, not a figure stated by the company.
Offers remain open until 5:00 p.m. NYC time on March 19, 2026, but tenders after the early deadline will not be accepted unless the cap is increased.

03—Questions

Frequently Asked Questions

How much debt did Occidental retire through the tender offers?
Occidental accepted about $1.2 billion of principal across the 0.000% 2036 Notes ($21.5 million), 6.125% 2031 Notes ($843.3 million), and 6.625% 2030 Notes ($335.2 million). That equals the upsized $1.2 billion aggregate cap. Settlement is expected on March 9, 2026, subject to the offer conditions.
What did bondholders receive for their notes?
Holders who tendered by the early deadline and were accepted receive the total consideration for their series plus accrued and unpaid interest to the settlement date. Total consideration is $1,069.83 per $1,000 for the 6.125% 2031 Notes, $1,086.83 per $1,000 for the 6.625% 2030 Notes, and $612.42 per $1,000 at maturity for the 0.000% 2036 Notes. Each series includes a $30 early tender premium per $1,000.
Why were some tendered notes not accepted, and what happens to holders who tender now?
The cap was fully subscribed at the early tender time, so the 6.625% 2030 Notes were prorated at 28.7%, and the 2029 Debentures were not accepted under the acceptance priority rules. Holders who tender after the early deadline will not have their notes accepted unless Occidental increases the cap. The offers expire March 19, 2026, unless extended or terminated.
What changed for the 6.125% 2031 Notes, and what does it mean for other notes?
The consent threshold was met for the 6.125% 2031 Notes, so the Fifth Supplemental Indenture will become operative on March 9, 2026. It eliminates certain covenants for those notes and reduces the minimum redemption notice to 5 business days. The consent threshold was not met for the 6.625% 2030 Notes or the 2029 Debentures, so their indentures remain unchanged.
What is the remaining debt structure after the transaction?
Based on the outstanding amounts in the filing and the accepted principal, about $1.11 billion of the 6.625% 2030 Notes, about $299 million of the 6.125% 2031 Notes, and about $263 million (principal at maturity) of the 2036 zero-coupon notes remain outstanding. The 2029 Debentures remain at their full outstanding amounts. These figures are our calculations from the filing.

04—Continue

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