Registration No. 333-228426
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California Resources Corporation
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(Exact name of Registrant as specified in its charter)
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_______________________
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Delaware
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46-5670947
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(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification No.)
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27200 Tourney Road, Suite 200
Santa Clarita, California 91355
(888) 848-4754
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(Addresses, including zip code, and telephone number, including area code, of registrant's principal executive offices)
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_______________________
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Michael L. Preston
Senior Executive Vice President, Chief Administrative Officer and General Counsel
27200 Tourney Road, Suite 200
Santa Clarita, California 91355
(888) 848-4754
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(Name, address, including zip code, and telephone number, including area code, of agent for service)
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_______________________
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Copies to:
Sarah K. Morgan
Scott D. Rubinsky
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, Texas 77002-6760
(713) 758-2222
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Title of Each Class of
Securities to be Registered
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Amount to be Registered(1)
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Proposed Maximum Offering Price Per Security(2)
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Proposed Maximum Aggregate Offering Price(2)
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Amount of Registration Fee(3)
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Common stock, par value $0.01 per share
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6,000,000
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$6.35
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$38,100,000
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$4,945.38
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the 'Securities Act'), the number of shares of common stock being registered shall be adjusted automatically to include any additional shares of common stock that may become issuable as a result of any stock dividend, split, combination or similar transaction.
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(2)
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Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low prices of our common stock as reported on the New York Stock Exchange on February 19, 2020.
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(3)
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A registration fee of $10,892.00 was previously paid with respect to the 6,000,000 shares of common stock that have been registered, but remain unsold, pursuant to this registration statement and the prospectus supplement thereto, being amended hereby. No additional registration fee is due with respect to the shares of common stock hereunder.
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ABOUT THIS PROSPECTUS
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2
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WHERE YOU CAN FIND MORE INFORMATION
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3
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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4
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THE COMPANY
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6
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RISK FACTORS
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7
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USE OF PROCEEDS
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8
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DESCRIPTION OF CAPITAL STOCK
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9
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PLAN OF DISTRIBUTION
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13
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LEGAL MATTERS
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15
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EXPERTS
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15
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our Annual Report on Form 10-K for the year ended December 31, 2018, including information specifically incorporated by reference into such Annual Report on Form 10-K from our Proxy Statement for our 2019 Annual Meeting of Stockholders filed on March 26, 2019;
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our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2019 filed on May 2, 2019, June 30, 2019 filed on August 1, 2019 and September 30, 2019 filed on November 4, 2019;
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our Current Reports on Form 8-K or Form 8-K/A filed on May 14, 2019, May 16, 2019, July 23, 2019, September 3, 2019 and February 21, 2020 (excluding any information furnished pursuant to Item 2.02 or Item 7.01 on any Current Report on Form 8-K); and
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the description of our capital stock contained in our information statement on Form 10 filed on October 8, 2014, including any amendment to that form that we may file in the future for the purpose of updating the description of our capital stock.
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commodity price changes;
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debt limitations on its financial flexibility;
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insufficient cash flow to fund planned investments, debt repurchases or changes to our capital plan;
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inability to enter desirable transactions, including acquisitions, asset sales and joint ventures;
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legislative or regulatory changes, including those related to drilling, completion, well stimulation, operation, inspection, maintenance or abandonment of wells or facilities, managing energy, water, land, greenhouse gases or other emissions, protection of health, safety and the environment, or transportation, marketing and sale of its products;
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joint venture and acquisition activities and our ability to achieve expected synergies;
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the recoverability of resources and unexpected geologic conditions;
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incorrect estimates of reserves and related future cash flows, and the inability to replace reserves;
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changes in business strategy;
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production-sharing contracts effects on production and unit production costs;
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effect of stock price on costs associated with incentive compensation;
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insufficient capital, including as a result of lender restrictions, unavailability of capital markets or inability to attract potential investors;
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effects of hedging transactions;
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equipment, service or labor price inflation or unavailability;
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availability or timing of, or conditions imposed on, permits and approvals;
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lower-than-expected production, reserves or resources from development projects, joint ventures or acquisitions, or higher-than-expected decline rates; and
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disruptions due to accidents, mechanical failures, power outages, transportation or storage constraints, natural disasters, labor difficulties, cyber attacks or other catastrophic events.
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the transaction is approved by the board of directors before the time the interested stockholder attained that status;
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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or
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on or after such time the business combination is approved by the board of directors and authorized at a meeting of stockholders by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.
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establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not later than 90 days nor earlier than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our amended and restated bylaws specify the requirements as to form and content of all stockholder notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting, and may discourage or deter a third party from conducting a solicitation of proxies to elect its slate of directors or to approve its proposal, without regard to whether consideration of those nominees or proposals might be harmful or beneficial to us and our stockholders;
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provide our board of directors the ability to authorize undesignated preferred stock. This ability makes it possible for our board of directors to issue, without stockholder approval, preferred stock with voting or
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provide that (x) the authorized number of directors may be changed only by resolution of the board of directors and (y) all vacancies, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred stock, only be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum. 'Cause' is defined as the director's (i) conviction of a serious felony involving moral turpitude or a violation of federal or state securities laws; (ii) the commission of any material act of dishonesty resulting or intended to result in material personal gain or enrichment of such director at the expense of CRC or any of its subsidiaries and which act, if made the subject of criminal charges, would be reasonably likely to be charged as a felony; or (iii) adjudication as legally incompetent by a court of competent jurisdiction. These provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of our company;
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provide that (i) any action required or permitted to be taken by the stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing in lieu of a meeting of such stockholders, subject to the rights of the holders of any series of our preferred stock with respect to such series, and (ii) special meetings of our stockholders may only be called by the board of directors, the chief executive officer or the chairman of the board. These provisions regarding our stockholder meetings may have the effect of deterring hostile takeovers or delaying changes in control or management of our company; and
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provide that (i) certain provisions of our certificate of incorporation related to the voting rights of stockholders, our board of directors, special meetings of our stockholders, the ability of our stockholders to act by written consent, the forum for certain disputes related to us or our stockholders, and the applicability of Section 203 DGCL may be amended only by the affirmative vote of the holders of at least 75% of the voting power of our then outstanding common stock and that other provisions of our certificate of incorporation may be amended upon the affirmative vote of the holders of at least a majority of our then outstanding common stock, in each case, in addition to the approval of a majority of our directors then in office and (ii) our bylaws can be amended or repealed at any regular or special meeting of stockholders or by the board of directors but any amendment by the stockholders will require the affirmative vote of the holders of at least 75% of the voting power of the shares of our common stock outstanding and entitled to vote thereon. These provisions regarding the amendment of our constituent documents may have the effect of deterring hostile takeovers or delaying changes in control or management of our company.
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any derivative action or proceeding brought on our behalf;
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any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders;
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any action asserting a claim arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our bylaws (as either may be amended from time to time); or
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any action asserting a claim that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
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the terms of the offering;
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the names of any underwriters or agents;
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the name or names of any managing underwriter or underwriters;
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the purchase price of the common stock;
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the estimated net proceeds to us from the sale of the common stock;
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any delayed delivery arrangements;
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any underwriting discounts, commissions and other items constituting underwriters' compensation;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any commissions paid to agents.
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ITEM 14.
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Other Expenses of Issuance and Distribution
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Securities and Exchange Commission registration fee
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$ 4,945.38(1) |
Legal fees and expenses
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$*
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Accounting fees and expenses
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$*
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Printing and engraving expenses
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$*
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Rating agency fees
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$*
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Miscellaneous
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$*
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TOTAL
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$*
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(1) |
Fee previously paid.
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*
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These fees are calculated based on the number of issuances and amount of securities offered and accordingly cannot be estimated at this time.
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ITEM 15.
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Indemnification of Directors and Officers
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for any breach of their duty of loyalty to us or our stockholders;
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for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
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for unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the DGCL; or
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for any transaction from which the director derived an improper personal benefit.
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ITEM 16.
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Exhibits
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Exhibit Number
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Exhibit Title
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1.1***
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Form of Underwriting Agreement.
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2.1
| Separation and Distribution Agreement, dated as of November 25, 2014, between Occidental Petroleum Corporation and California Resources Corporation (filed as Exhibit 2.1 to Registrant's Current Report on Form 8-K filed December 1, 2014 and incorporated herein by reference). | |
3.1
| Amended and Restated Certificate of Incorporation of California Resources Corporation (filed as Exhibit 3.1 to Registrant's Current Report on Form 8-K filed June 3, 2016 and incorporated herein by reference). | |
3.2
| Amended and Restated Bylaws of California Resources Corporation (filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed November 10, 2015 and incorporated herein by reference). | |
4.1
| Indenture, dated October 1, 2014, by and among California Resources Corporation, the Guarantors and Wells Fargo Bank, National Association (filed as Exhibit 4.2 to Amendment No. 4 to the Registrant's Information Statement on Form 10 filed October 8, 2014 and incorporated herein by reference). | |
4.2
| Indenture, dated December 15, 2015, by and among California Resources Corporation, the Guarantors and the Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K filed December 18, 2015 and incorporated herein by reference). | |
4.3
| Guarantor Supplemental Indenture dated as of March 5, 2015, among California Resources Corporation, certain guarantors named therein and Wells Fargo Bank, National Association (filed as Exhibit 4.2 to Registrant's Registration Statement on Form S-4 filed March 12, 2015 and incorporated herein by reference). | |
4.4
| Guarantor Supplemental Indenture dated as of March 4, 2016, among California Resources Corporation, certain guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.1 to Registrant's Quarterly Report on Form 10-Q filed August 4, 2016 and incorporated herein by reference). | |
4.5
| Guarantor Supplement Indenture dated as of March 4, 2016, among California Resources Corporation, certain guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to Registrant's Quarterly Report on Form 10-Q filed August 4, 2016 and incorporated herein by reference). | |
4.6
| Guarantor Supplemental Indenture No. 2, dated as of April 29, 2016, among California Resources Corporation, certain guarantors named therein and Wilmington Trust, National Association, as trustee (filed as Exhibit 10.4 to Registrant's Quarterly Report on Form 10-Q filed August 4, 2016 and incorporated herein by reference). | |
4.7
| Assumption Agreement dated as of March 6, 2015, among CRC Construction Services, LLC and JP Morgan Chase Bank, N.A., as Administrative Agent for lenders (filed as Exhibit 10.31 to Registrant's Registration Statement on Form S-4 filed March 12, 2015 and incorporated herein by reference). | |
4.8
| Registration Rights Agreement, dated October 1, 2014, by and among California Resources Corporation, the Guarantors and the Initial Purchasers (filed as Exhibit 4.3 to Amendment No. 4 to the Registrant's Information Statement on Form 10 filed October 8, 2014 and incorporated herein by reference). | |
4.9
| Form of 5% Senior Note due 2020 (included in Exhibit 4.2 to Amendment No. 4 to the Registrant's Information Statement on Form 10 filed October 8, 2014 and incorporated herein by reference). | |
4.10
| Form of 5 1/2% Senior Note due 2021 (included in Exhibit 4.2 to Amendment No. 4 to the Registrant's Information Statement on Form 10 filed October 8, 2014 and incorporated herein by reference). |
Exhibit Number
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Exhibit Title
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4.11
| Form of 6% Senior Note due 2024 (included in Exhibit 4.2 to Amendment No. 4 to the Registrant's Information Statement on Form 10 filed October 8, 2014 and incorporated herein by reference). | |
4.12
| Form of 8% Senior Secured Second Lien Note due 2022 (included in Exhibit 4.1 to Registrant's Current Report on Form 8-K filed December 18, 2015 and incorporated herein by reference). | |
4.13
| Registration Rights Agreement, dated as of February 7, 2018, by and between California Resources Corporation and AF V Energy IV AIV 2, L.P., AF V Energy IV AIV 3, L.P., Ares Special Situations Fund IV, L.P., AEOF Holdings I, L.P. and AEOF GP Sub, LLC (included in Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed February 7, 2018 and incorporated herein by reference). | |
4.14
| Registration Rights Agreement, dated as of April 9, 2018, by and between California Resources Corporation and Chevron U.S.A. Inc. (filed as Exhibit 4.01 to the Registrant's Current Report on Form 8-K filed April 9, 2018 and incorporated herein by reference). | |
4.15
| Guarantor Supplemental Indenture, dated as of April 16, 2018, among California Resources Corporation, certain guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q filed August 2, 2018 and incorporated herein by reference). | |
4.16
| Third Guarantor Supplemental Indenture, dated as of June 29, 2018, among California Resources Corporation, certain guarantors named therein and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-Q filed August 2, 2018 and incorporated herein by reference). | |
4.17
| Purchase Warrant for Common Stock of California Resources Corporation, dated as of July 22, 2019 (filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed July 23, 2019 and incorporated herein by reference). | |
5.1*
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23.1*
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23.2*
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23.3*
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24.1**
| Power of Attorney. |
*
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Filed herewith.
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**
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Previously filed.
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***
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To be filed as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Exchange Act or in a post-effective amendment to this Registration Statement.
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ITEM 17.
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Undertakings
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1.
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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a.
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To include any prospectus required by section 10(a)(3) of the Securities Act of 1933 (the 'Securities Act');
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b.
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total
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c.
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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2.
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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3.
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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4.
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That, for the purpose of determining liability under the Securities Act to any purchaser:
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a.
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Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
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5.
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That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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a.
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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b.
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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c.
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The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
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d.
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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6.
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That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act that is incorporated by
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7.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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California Resources Corporation
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By:
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/s/ Todd A. Stevens
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Name:
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Todd A. Stevens
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Title:
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President and Chief Executive Officer and Director
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Name
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Title
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/s/ Todd A. Stevens
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President, Chief Executive Officer and Director
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Todd A. Stevens
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*
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Senior Executive Vice President and Chief Financial Officer
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Marshall D. Smith
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(Principal Financial Officer)
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*
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Executive Vice President, Finance
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Roy Pineci
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(Principal Accounting Officer)
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Chairman
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William E. Albrecht
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Director
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Justin A. Gannon
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Director
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Harold M. Korell
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Director
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Harry T. McMahon
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Director
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Avedick B. Poladian
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Director
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Anita M. Powers
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Director
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Laurie A. Siegel
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Name
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Title
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*
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Director
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Robert V. Sinnott
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*By:
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/s/ Todd A. Stevens
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Todd A. Stevens
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Attorney-in-fact
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California Resources Corporation published this content on 26 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 February 2020 20:16:08 UTC