Item 1.01 Entry into a Material Definitive Agreement.



On January 20, 2021, California Resources Corporation (the "Company") completed
its previously announced offering of $600 million aggregate principal amount of
its 7.125% senior notes due 2026 (the "Notes"). The terms of the Notes are
governed by the Indenture (the "Indenture"), dated as of January 20, 2021, by
and among the Company, the guarantors party thereto and Wilmington Trust,
National Association, as trustee (the "Trustee"). The Notes will mature on
February 1, 2026. Interest will accrue from January 20, 2021 and will be payable
semi-annually on February 1 and August 1 of each year, commencing August 1,
2021.

The Notes are fully and unconditionally guaranteed, jointly and severally, on a
senior unsecured basis by the guarantors identified in the Indenture and the
Supplemental Indenture attached hereto (collectively, the "Guarantors"). The
Notes and the guarantees are unsecured, rank equally in right of payment with
all senior unsecured debt of the Company and the Guarantors and rank senior to
all of the existing and future subordinated debt of the Company and the
Guarantors.

The Company may, at its option, redeem some or all of the Notes at any time on
or after February 1, 2023 at the redemption prices specified in the Indenture.
Prior to such time, the Company may, at its option, redeem up to 35% of the
aggregate principal amount of the Notes with an amount of cash not greater than
the net cash proceeds from certain equity offerings at the redemption price
specified in the Indenture. In addition, before February 1, 2023, the Company
may redeem some or all of the Notes at a redemption price equal to 100% of the
aggregate principal amount of the Notes redeemed, plus the applicable premium as
specified in the Indenture and accrued and unpaid interest, if any, to, but
excluding, the redemption date. If the Company experiences certain kinds of
change of control trigger events, the Company will be required to offer to
repurchase the Notes at 101% of the aggregate principal amount of the Notes
repurchased plus accrued and unpaid interest on the Notes repurchased to, but
excluding, the date of purchase. The Indenture contains other customary terms,
events of default and covenants.

The above description of the Indenture and the Supplemental Indenture is not
complete and is qualified in its entirety by reference to the full text of the
Indenture and the Supplemental Indenture, which are filed as Exhibit 4.1 and
Exhibit 4.2 hereto and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information provided under Item 1.01 in this Current Report on Form 8-K regarding the Notes, the Indenture, the Supplemental Indenture and the related guarantees is incorporated by reference into this Item 2.03.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Charles F. Weiss, Executive Vice President, Public Affairs, and Darren Williams,
Executive Vice President, Exploration and Development, of California Resources
Corporation (the "Company"), are leaving the Company in connection with a
functional realignment and streamlining of the Company's leadership team. Roy
Pineci, Senior Vice President - Finance and the Company's principal accounting
officer, is expected to depart the Company during the second quarter of 2021.
These departures did not result from any dispute or disagreement with the
Company on any matter relating to the Company's operations, financial
statements, internal controls, policies or practices. The Company would like to
thank Messrs. Weiss, Williams and Pineci for their dedicated service.


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Item 7.01 Regulation FD Disclosure.

Organizational Realignment Press Release



On January 21, 2021, the Company issued a press release relating to management
changes and organizational realignment. The departures of the named executive
officers and principal accounting officer described in Item 5.02 above
constitute a portion of those changes. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.

Investor Presentation



On January 21, 2021, the Company posted an investor presentation on its website
at www.crc.com. A copy of the investor presentation is furnished as Exhibit 99.2
to this report and is incorporated herein by reference.

The information furnished in this Item 7.01 shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, regardless of any general incorporation language in such
filing, except as shall be expressly set forth by specific reference in such
filing.


Item 9.01  Financial Statements and Exhibits.

(d) Exhibits


     Exhibit No.                                               Description
         4.1                   Indenture, dated January 20, 2021, by and

among the Company, the Guarantors


                             and the Trustee.
         4.2                   First Supplemental Indenture, dated January 20, 2021, by and among the
                             Company, the Guarantors, the EHP Entities and the Trustee.
         99.1                  Press release dated January 21, 2021.
         99.2                  Investor     p    resentation.
         104                 Cover Page Interactive Data File (embedded

within the Inline XBRL document).


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