Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 8.01 with respect to the Supplemental
Indentures (as defined below) is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 8.01 with respect to the Supplemental
Indentures is incorporated herein by reference.
Item 8.01. Other Events.
Senior Notes Offering
On December 8, 2020, Occidental Petroleum Corporation ("Occidental") entered
into an Underwriting Agreement (the "Underwriting Agreement") with RBC Capital
Markets, LLC, J.P. Morgan Securities LLC, Barclays Capital Inc., HSBC Securities
(USA) Inc. and SG Americas Securities, LLC, as representatives of the several
underwriters named therein (collectively, the "Underwriters"), pursuant to which
Occidental agreed to issue and sell to the Underwriters two series of senior
unsecured notes in the aggregate principal amount of $2,000,000,000, consisting
of (i) $750,000,000 aggregate principal amount of its 5.50% Senior Notes due
2025 (the "2025 Notes") and (ii) $1,250,000,000 aggregate principal amount of
its 6.125% Senior Notes due 2031 (the "2031 Notes" and, together with the 2025
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 December 22, 2020. Occidental used the net proceeds
from the offering of approximately $1,985 million (after deducting underwriting
discounts and estimated offering expenses) to fund a portion of the concurrent
Tender Offers (as defined below), and to pay fees and expenses in connection
therewith.
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 December 22, 2020, setting forth the specific terms applicable to each
series of the Notes (the "Officer's Certificate"). The 2025 Notes will bear
interest at a rate of 5.50% per year and the 2031 Notes will bear interest at a
rate of 6.125% per year. Interest on the 2025 Notes will be payable
semi-annually in arrears on June 1 and December 1 of each year, beginning on
June 1, 2021. Interest on the 2025 Notes will be payable to the holders of
record of such series of the Notes at the close of business on the immediately
preceding May 15 and November 15, respectively (whether or not a business day).
Interest on the 2031 Notes will be payable semi-annually in arrears on July 1
and January 1 of each year, beginning on July 1, 2021. Interest on the 2031
Notes will be payable to the holders of record of such series of the Notes at
the close of business on the immediately preceding June 15 and December 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. 333-232928)
filed on July 31, 2019. Occidental has filed with the Securities and Exchange
Commission a final prospectus supplement, dated December 8, 2020, together with
an accompanying prospectus, dated July 31, 2019, relating to the offer and sale
of the Notes.
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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 4.4,
respectively, and incorporated herein by reference.
Early Tender Results and Supplemental Indentures
On December 21, 2020, Occidental announced the early tender results of its
previously announced (i) cash tender offers to purchase its outstanding 2.600%
Senior Notes due 2021 (the "2.600% 2021 Notes"), 3.125% Senior Notes due 2022
(the "3.125% 2022 Notes"), 2.600% Senior Notes due 2022 (the "2.600% 2022
Notes"), 2.700% Senior Notes due 2022 (the "2.700% 2022 Notes") and 2.70% Senior
Notes due 2023 (the "2.70% 2023 Notes" and, together with the 2.600% 2021 Notes,
3.125% 2022 Notes, 2.600% 2022 Notes and 2.700% 2022 Notes, the "Subject Notes")
and (ii) the related solicitation of consents from holders of the Subject Notes
to amend the indentures governing the Subject Notes (collectively, the "Tender
Offers"). Occidental also announced an amendment to the Tender Offers to
increase the maximum aggregate purchase price for the Subject Notes, excluding
accrued but unpaid interest, from $2 billion to $2.3 billion.
In connection with the Tender Offers, the following supplemental indentures were
executed and became operative on December 22, 2020 (collectively, the
"Supplemental Indentures"):
• a First Supplemental Indenture to that certain Indenture, dated as of August
18, 2011 (the "2011 Indenture"), by and between Occidental and the Trustee,
relating to the 3.125% 2022 Notes and 2.600% 2022 Notes; and
• a Second Supplemental Indenture to the Indenture, relating to the 2.600% 2021
Notes and 2.700% 2022 Notes.
The Supplemental Indentures eliminate certain of the restrictive covenants
contained in the 2011 Indenture and the Indenture in respect of the 2.600% 2021
Notes, 3.125% 2022 Notes, 2.600% 2022 Notes and 2.700% 2022 Notes only.
The foregoing description of the Supplemental Indentures does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Supplemental Indentures, which are filed herewith as Exhibits 4.5 and 4.6, and
incorporated herein by reference.
On December 21, 2020, Occidental issued a press release announcing the early
tender results of the Tender Offers as of 5:00 p.m., New York City time, on
December 18, 2020 and the amendment to the Tender Offers. A copy of the press
release is furnished as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
No.
1.1 Underwriting Agreement, dated December 8, 2020, by and among Occidental
Petroleum Corporation and RBC Capital Markets, LLC, J.P. Morgan Securities
LLC, Barclays Capital Inc., HSBC Securities (USA) Inc. and SG Americas
Securities, LLC, as representatives of the several underwriters named
therein.
4.1 Indenture, dated as of August 8, 2019, between Occidental Petroleum
Corporation and The Bank of New York Mellon Trust Company, N.A
(incorporated by reference to Exhibit 4.1 of Occidental's Current Report
on Form 8-K filed on August 8, 2019).
4.2 Officer's Certificate pursuant to the Indenture, dated as of December 22,
2020, establishing the Notes and their terms.
4.3 Form of Senior Notes due 2025 (included as Exhibit A to Exhibit 4.2).
4.4 Form of Senior Notes due 2031 (included as Exhibit B to Exhibit 4.2).
4.5 First Supplemental Indenture to that certain Indenture, dated as of August
18, 2011, by and between Occidental Petroleum Corporation and The Bank of
New York Mellon Trust Company, N.A.
4.6 Second Supplemental Indenture to that certain Indenture, dated as of
August 8, 2019, by and between Occidental Petroleum Corporation and The
Bank of New York Mellon Trust Company, N.A.
5.1 Opinion of Cravath, Swaine & Moore LLP.
23.1 Consent of Cravath, Swaine & Moore LLP (included as part of Exhibit 5.1).
99.1 Press Release, dated as of December 21, 2020 (Early Tender Results and
Upsize).
104 Cover Page Interactive Data File-the cover page XBRL tags are embedded
within the Inline XBRL document.
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