UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
_____________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 20, 2020
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California Resources Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-36478 | 46-5670947 | |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
| 27200 Tourney Road | |||
| Suite 200 | |||
| Santa Clarita | |||
| California | 91355 | ||
| (Address of Principal Executive Offices) | (Zip Code) | ||
Registrant’s Telephone Number, Including Area Code: (888) 848-4754
N/A
(Former Name or Former Address, if Changed Since Last Report)
_____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | CRC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.02 | Unregistered Sales of Equity Securities. |
On February 20, 2020, California Resources Corporation (“CRC”) issued a press release announcing the commencement of private offers to exchange and to subscribe for new debt instruments and equity securities (the “Offers”). A copy of CRC’s press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated into this Item 3.02 by reference.
In connection with the Offers, on February 20, 2020, CRC entered into subscription agreements with certain significant holders of its outstanding debt securities (the “Supporting Holders”), pursuant to which the Supporting Holders will, among other things, acquire warrants (the “CRC Warrants”) to purchase shares of CRC’s common stock, par value $0.01 per share (the “CRC Common Stock”), at an exercise price of $9.25 per share, subject to certain adjustments. The Supporting Holders will be entitled to exercise for up to 3,447,184 shares of CRC Common Stock, subject to customary anti-dilution adjustments in connection with certain stock dividends and distributions, splits and reclassifications. The issuance of the CRC Warrants to the Supporting Holders will be subject to certain conditions, including the consummation of the Offers on substantially the terms set forth in the offering memorandum and solicitation statement, dated February 20, 2020, relating thereto (the “Offering Memorandum and Solicitation Statement”). The CRC Warrants will be issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), set forth under Section 4(a)(2) of the Securities Act.
| Item 7.01 | Regulation FD Disclosure. |
In connection with the Offers, CRC prepared the Offering Memorandum and Solicitation Statement, which contains certain recent developments and financial and operating information with respect to CRC, the Elk Hills unit and Elk Hills RoyaltyCo Corporation (“Elk Hills RoyaltyCo”). Excerpts from such developments and financial and operating information, as well as certain additional information provided to the holders of the CRC’s 8% Second Lien Secured Notes due 2022, 6% Senior Unsecured Notes due 2024 and 5 ½% Senior Unsecured Notes due 2021, are included in Exhibit 99.2 to this Current Report on Form 8-K and are incorporated into this Item 7.01 by reference.
The information contained in Item 7.01 of this report and Exhibits 99.1 and 99.2 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filings made by the Company under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Statements contained in Item 7.01 of this report and Exhibits 99.1 and 99.2 hereto that state CRC’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act and the Exchange Act. It is important to note that CRC’s and Elk Hills RoyaltyCo’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect the results include those mentioned in the documents that the Company has filed with the Securities and Exchange Commission (the “SEC”).
CRC undertakes no duty or obligation to publicly update or revise the information contained in Item 7.01 of this report and Exhibits 99.1 and 99.2 hereto, although CRC may do so from time to time in management’s discretion. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure including disclosure in the Investor Relations portion of CRC’s website.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| California Resources Corporation | |||
| /s/ Roy Pineci | |||
| Name: | Roy Pineci | ||
| Title: | Executive Vice President, Finance | ||
DATED: February 20, 2020