Item 8.01 Other Events
On July 23, 2024, Occidental Petroleum Corporation (“Occidental”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which Occidental agreed to issue and sell to the Underwriters five series of senior unsecured notes in the aggregate principal amount of $5,000,000,000, consisting of (i) $600,000,000 aggregate principal amount of its 5.000% Senior Notes due 2027 (the “2027 Notes”), (ii) $1,200,000,000 aggregate principal amount of its 5.200% Senior Notes due 2029 (the “2029 Notes”), (iii) $1,000,000,000 aggregate principal amount of its 5.375% Senior Notes due 2032 (the “2032 Notes”), (iv) $1,200,000,000 aggregate principal amount of its 5.550% Senior Notes due 2034 (the “2034 Notes”) and (v) $1,000,000,000 aggregate principal amount of its 6.050% Senior Notes due 2054 (the “2054 Notes” and, together with the 2027 Notes, the 2029 Notes, the 2032 Notes and the 2034 Notes, the “Notes”). The Underwriting Agreement contains customary representations, warranties and agreements by Occidental and customary conditions to closing, indemnification obligations of Occidental and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The offer and sale of the Notes contemplated by the Underwriting Agreement was consummated on July 26, 2024. Occidental intends to use the net proceeds from the offering of approximately $4,945 million (after deducting underwriting discounts and estimated offering expenses) to finance (i) the cash consideration for the CrownRock Acquisition (as defined in the Prospectus Supplement), (ii) the Refinancing Transactions (as defined in the Prospectus Supplement) and (iii) related fees and expenses.
The Notes were issued pursuant to an Indenture, dated as of August 8, 2019 (the “Indenture”), between Occidental and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by an Officer’s Certificate, dated July 26, 2024, setting forth the specific terms applicable to each series of the Notes (the “Officer’s Certificate”). The 2027 Notes will bear interest at a rate of 5.000% per year, the 2029 Notes will bear interest at a rate of 5.200% per year, the 2032 Notes will bear interest at a rate of 5.375% per year, the 2034 Notes will bear interest at a rate of 5.550% per year and the 2054 Notes will bear interest at a rate of 6.050% per year. Interest on the 2027 Notes and the 2029 Notes will be payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2025. Interest on the 2027 Notes and the 2029 Notes will be payable to the holders of record of such series of the Notes at the close of business on the immediately preceding January 15 and July 15, respectively (whether or not a business day). Interest on the 2032 Notes will be payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2025. Interest on the 2032 Notes will be payable to the holders of record of such series of the Notes at the close of business on the immediately preceding December 15 and June 15, respectively (whether or not a business day). Interest on the 2034 Notes and the 2054 Notes will be payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2025. Interest on the 2034 Notes and the 2054 Notes will be payable to the holders of record of such series of the Notes at the close of business on the immediately preceding March 15 and September 15, respectively (whether or not a business day). The Indenture contains covenants that limit the ability of Occidental and its consolidated subsidiaries to, among other things, incur liens and the ability of Occidental to merge, consolidate or transfer substantially all of its assets. Occidental may redeem each series of the Notes prior to their maturity at its option, in whole or in part, at any time or from time to time, as described in the Officer’s Certificate.
The Notes were sold pursuant to Occidental’s automatic shelf registration statement under the Securities Act on Form S-3 (Registration No. 333-266420) filed on July 29, 2022. Occidental has filed with the Securities and Exchange Commission a final prospectus supplement, dated July 23, 2024 (the “Prospectus Supplement”), together with an accompanying prospectus, dated July 29, 2022, relating to the offer and sale of the Notes.
The foregoing description of the Underwriting Agreement, the Indenture, the Officer’s Certificate and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, the Indenture, the Officer’s Certificate and the forms of the Notes, which are filed herewith as Exhibits 1.1, 4.1, 4.2, and 4.3 through 4.7, respectively, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| | 104 | Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document. |
