The Offers will expire at
Certain information regarding the Notes and the Offers is set forth in the tables below.
Any and All of its Outstanding Notes of the Series listed below (the “Pool 1 Notes” and, collectively, “Pool 1”) in an Aggregate Amount (including Principal and Premium but excluding Accrued and Unpaid Interest) not to Exceed | ||||||
Title of Security | CUSIP / ISIN | Acceptance Priority Level(1) | Principal Amount Outstanding | Purchase Price(2) | ||
3.500% Senior Notes due 2025 | 674599CG8 / US674599CG82 | 1 | ||||
3.200% Senior Notes due 2026 | 674599CR4 / US674599CR48 | 2 | ||||
3.400% Senior Notes due 2026 | 674599CH6 / US674599CH65 | 3 | ||||
3.500% Senior Notes due 2029 | 674599CS2 / US674599CS21 | 4 | ||||
3.000% Senior Notes due 2027 | 674599CM5 / US674599CM50 | 5 | ||||
2.900% Senior Notes due 2024 | 674599CW3 / US674599CW33 | 6 | ||||
3.450% Senior Notes due 2024 | 674599DA0 / US674599DA04 | 7 | ||||
2.70% Senior Notes due 2023 | 674599CE3 / US674599CE35 | 8 | ||||
and Any and All of its Outstanding Notes of the Series listed below (the “Pool 2 Notes” and, collectively, “Pool 2”) in an Aggregate Amount (including Principal and Premium but excluding Accrued and Unpaid Interest) not to Exceed | ||||||
Title of Security | CUSIP / ISIN | Acceptance Priority Level(1) | Principal Amount Outstanding | Purchase Price(2) | ||
4.100% Senior Notes due 2047 | 674599CL7 / US674599CL77 | 1 | ||||
4.200% Senior Notes due 2048 | 674599CN3 / US674599CN34 | 2 | ||||
4.400% Senior Notes due 2049 | 674599CY9 / US674599CY98 | 3 | ||||
4.300% Senior Notes due 2039 | 674599CX1 / US674599CX16 | 4 | ||||
4.400% Senior Notes due 2046 | 674599CJ2 / US674599CJ22 | 5 | ||||
4.500% Senior Notes due 2044 | 674599DK8 / US674599DK85 | 6 | ||||
4.625% Senior Notes due 2045 | 674599CF0 / US674599CF00 | 7 |
(1) | The Acceptance Priority Levels will operate concurrently but separately with respect to the Pool 1 Notes and the Pool 2 Notes. Subject to the satisfaction or waiver of the conditions of the Offers described in the Offer to Purchase, if the Pool 1 Maximum Consideration Condition or the Pool 2 Maximum Consideration Condition, as applicable, is not satisfied with respect to every Series of Pool 1 Notes or Pool 2 Notes, as applicable, Occidental will accept the Pool 1 Notes and the Pool 2 Notes for purchase in the order of their respective Acceptance Priority Level specified in the tables above (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level for both Pools and 8 and 7 being the lowest Acceptance Priority Level with respect to the Pool 1 Notes and the Pool 2 Notes, respectively). It is possible that a Series of Notes with a particular Acceptance Priority Level will not be accepted for purchase even if one or more Series with a higher or lower Acceptance Priority Level in such Pool are accepted for purchase. If any Series of Notes is accepted for purchase pursuant to the Offers, all Notes of that Series that are validly tendered will be accepted for purchase. No Series of Notes will be subject to proration. |
(2) | Per |
Subject to the Pool 1 Maximum Purchase Price or the Pool 2 Maximum Purchase Price, as applicable, the application of the Acceptance Priority Levels and the other terms and conditions described in the Offer to Purchase, Occidental intends to accept for purchase all Notes validly tendered and not validly withdrawn at or prior to the Expiration Time. The applicable Purchase Price for each
Consummation of the Offers and payment for the Notes accepted for purchase are subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the Pool 1 Maximum Consideration Condition (as defined below) and the Pool 2 Maximum Consideration Condition (as defined below), as well as other customary conditions. Subject to applicable law, Occidental has reserved the absolute right, in its sole discretion, at any time, to (i) waive any and all conditions to the Offers, including the Pool 1 Maximum Consideration Condition and/or the Pool 2 Maximum Consideration Condition, with or without extending the Withdrawal Time, (ii) extend, terminate, or withdraw any Offer or the Offers, (iii) increase or waive the Pool 1 Maximum Purchase Price and/or the Pool 2 Maximum Purchase Price, with or without extending the Withdrawal Time, or (iv) otherwise amend the Offers in any respect.
Occidental’s obligation to complete an Offer with respect to a particular Series of Pool 1 Notes validly tendered is conditioned on the aggregate Purchase Price for the Offers, excluding the Accrued Interest with respect to each Series of Notes (the “Aggregate Purchase Price”) with respect to the Pool 1 Notes, not exceeding the Pool 1 Maximum Purchase Price, and on the Pool 1 Maximum Purchase Price being sufficient to pay the Aggregate Purchase Price for all validly tendered Notes of such Series (after paying the Pool 1 Aggregate Purchase Price for all validly tendered Pool 1 Notes that have a higher Acceptance Priority Level) (the “Pool 1 Maximum Consideration Condition”).
Occidental’s obligation to complete an Offer with respect to a particular Series of Pool 2 Notes validly tendered is conditioned on the Aggregate Purchase Price for the Offers with respect to the Pool 2 Notes not exceeding the Pool 2 Maximum Purchase Price, and on the Pool 2 Maximum Purchase Price being sufficient to pay the Pool 2 Aggregate Purchase Price for all validly tendered Notes of such Series (after paying the Pool 2 Aggregate Purchase Price for all validly tendered Pool 2 Notes that have a higher Acceptance Priority Level) (the “Pool 2 Maximum Consideration Condition”).
If the Pool 1 Maximum Consideration Condition is not satisfied with respect to each Series of Pool 1 Notes, for (i) a Series of Pool 1 Notes (the “First Non-Covered Pool 1 Notes”) for which the Pool 1 Maximum Purchase Price is less than the sum of (x) the Pool 1 Aggregate Purchase Price for all validly tendered
(a) | terminate an Offer with respect to one or more Series of | ||
(b) | waive the Pool 1 Maximum Consideration Condition with respect to one or more Series of | ||
(c) | if there is any Series of | ||
(i) the Aggregate Purchase Price necessary to purchase all validly tendered Notes of such Series, plus | |||
(ii) the Aggregate Purchase Price necessary to purchase all validly tendered Pool 1 Notes of all Series having a higher Acceptance Priority Level than such Series of Notes, other than any Series of | |||
is equal to, or less than, the Pool 1 Maximum Purchase Price, accept all validly tendered Pool 1 Notes of all such Series having a lower Acceptance Priority Level, until there is no Series of Pool 1 Notes with a higher or lower Acceptance Priority Level to be considered for purchase for which the conditions set forth above are met. |
If the Pool 2 Maximum Consideration Condition is not satisfied with respect to each Series of Pool 2 Notes, for (i) a Series of Pool 2 Notes (the “First Non-Covered Pool 2 Notes”) for which the Pool 2 Maximum Purchase Price is less than the sum of (x) the Pool 2 Aggregate Purchase Price for all validly tendered
(a) | terminate an Offer with respect to one or more Series of | |
(b) | waive the Pool 2 Maximum Consideration Condition with respect to one or more Series of | |
(c) | if there is any Series of | |
(i) the Aggregate Purchase Price necessary to purchase all validly tendered Notes of such Series, plus | ||
(ii) the Aggregate Purchase Price necessary to purchase all validly tendered Pool 2 Notes of all Series having a higher Acceptance Priority Level than such Series of Notes, other than any Series of | ||
is equal to, or less than, the Pool 2 Maximum Purchase Price, accept all validly tendered Pool 2 Notes of all such Series having a lower Acceptance Priority Level, until there is no Series of Pool 2 Notes with a higher or lower Acceptance Priority Level to be considered for purchase for which the conditions set forth above are met. |
The Acceptance Priority Levels will operate concurrently but separately for the Pool 1 Notes and the Pool 2 Notes. It is possible that a Series of Notes with a particular Acceptance Priority Level will fail to meet the conditions set forth above and therefore will not be accepted for purchase even if one or more Series with a higher or lower Acceptance Priority Level in the applicable Pool are accepted for purchase.
Settlement for Notes (i) validly tendered at or prior to the Expiration Time or delivered pursuant to the guaranteed delivery procedures described in the Offer the Purchase and (ii) accepted for purchase pursuant to the Offers is expected to occur on
In addition to the Purchase Price, all Notes accepted for purchase pursuant to the Offers, will, on the Settlement Date, also receive Accrued Interest in respect of such Notes. For the avoidance of doubt, Accrued Interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers.
The Offers are not conditioned on the tender of any minimum principal amount of Notes or the consummation of any other Offer. However, the Offers are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase.
None of Occidental, the Dealer Managers, the Tender Agent and Information Agent, the trustee under the indentures governing the Notes or any of their respective affiliates is making any recommendation as to whether Holders should tender any Notes in response to the Offers. Holders must make their own decision as to whether to participate in the Offers and, if so, the principal amount of Notes as to which action is to be taken.
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. Neither this press release nor the Offer to Purchase is an offer to sell or a solicitation of an offer to buy any securities. The Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. In any jurisdiction in which the Offers are required to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of Occidental by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
About Occidental
Occidental is an international energy company with assets primarily in
Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties that could materially affect expected results of operations, liquidity, cash flows and business prospects. Actual results may differ from anticipated results, sometimes materially, and reported results should not be considered an indication of future performance. Factors that could cause the results to differ include, but are not limited to: the scope and duration of the COVID-19 pandemic and ongoing actions taken by governmental authorities and other third parties in response to the pandemic; our indebtedness and other payment obligations, including the need to generate sufficient cash flows to fund operations; our ability to successfully monetize select assets and repay or refinance debt and the impact of changes in our credit ratings; assumptions about energy markets; global and local commodity and commodity-futures pricing fluctuations; supply and demand considerations for, and the prices of, our products and services; actions by the
Words such as “estimate,” “project,” “predict,” “will,” “would,” “should,” “could,” “may,” “might,” “anticipate,” “plan,” “intend,” “believe,” “expect,” “aim,” “goal,” “target,” “objective,” “commit,” “advance,” “likely” or similar expressions that convey the prospective nature of events or outcomes are generally indicative of forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of this press release. Unless legally required, we undertake no obligation to update, modify or withdraw any forward-looking statements, as a result of new information, future events or otherwise. Factors that could cause actual results to differ and that may affect Occidental’s results of operations and financial position appear in Part I, Item 1A “Risk Factors” of Occidental’s Annual Report on Form 10-K for the year ended
Contacts
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713-497-2017 eric_ moses@oxy.com | 713-215-7864 jeff_alvarez@oxy.com |
Source: Occidental
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