SC 13D/A 1 eh210182796_13da7-crc.htm AMENDMENT NO. 7

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

CALIFORNIA RESOURCES CORPORATION

(Name of Issuer)

 

Common Shares, $0.01 par value per share

(Title of Class of Securities)

 

13057Q305*

(CUSIP)

 

George Travers

GoldenTree Asset Management LP

300 Park Avenue, 21st Floor

New York, New York 10022

(212) 847-3500

(Name, address and telephone number of person authorized to receive notices and communications)

 

September 3, 2021

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 13057Q305 SCHEDULE 13D Page 2 of 10

 

 

1

NAME OF REPORTING PERSON

 

GoldenTree Asset Management LP

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

11,805,680 (1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

11,805,680

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,805,680

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.4% (2)

  
14

TYPE OF REPORTING PERSON

 

IA, PN

  

 

(1) Represents (i) 11,526,098 common shares, $0.01 par value per share “Common Shares”) of the Issuer, and (ii) 279,582 Common Shares that would result from the exercise of 279,582 warrants of the Issuer entitling the holder thereof to purchase one Common Share at an exercise price of $36.00 per share (the “Warrants”).
(2) Calculated using a denominator of 82,159,039, the sum of (i) 81,879,457 Common Shares outstanding as of June 30, 2021, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2021 (the “Form 10-Q”) and (ii) 279,582 Common Shares that would result in the event all of the Warrants beneficially owned by the Reporting Persons were exercised and no other outstanding Warrants were exercised.

 

 

 

 

 

CUSIP No. 13057Q305 SCHEDULE 13D Page 3 of 10

 

 

1

NAME OF REPORTING PERSON

 

GoldenTree Asset Management LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

11,805,680 (1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

11,805,680

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,805,680

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.4% (2)

  
14

TYPE OF REPORTING PERSON

 

HC, OO

  

 

(1) Represents (i) 11,526,098 Common Shares of the Issuer, and (ii) 279,582 Common Shares that would result from the exercise of 279,582 Warrants.
(2) Calculated using a denominator of  82,159,039, the sum of (i) 81,879,457 Common Shares outstanding, as reported on the Form 10-Q and (ii) 279,582 Common Shares that would result in the event all of the Warrants beneficially owned by the Reporting Persons were exercised and no other outstanding Warrants were exercised.

 

 

 

 

CUSIP No. 13057Q305 SCHEDULE 13D Page 4 of 10

 

 

1

NAME OF REPORTING PERSON

 

Steven A. Tananbaum

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

11,805,680 (1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

11,805,680

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,805,680

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.4% (2)

  
14

TYPE OF REPORTING PERSON

 

HC, IN

  

 

(1) Represents (i) 11,526,098 Common Shares of the Issuer, and (ii) Common Shares that would result from the exercise of 279,582 Warrants.
(2) Calculated using a denominator of 82,159,039, the sum of (i) 81,879,457 Common Shares outstanding, as reported on the Form 10-Q and (ii) 279,582 Common Shares that would result in the event all of the Warrants beneficially owned by the Reporting Persons were exercised and no other outstanding Warrants were exercised.

 

 

 

 

 

CUSIP No. 13057Q305 SCHEDULE 13D Page 5 of 10

 

 

1

NAME OF REPORTING PERSON

 

GoldenTree Distressed Master Fund III LTD

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

4,649,369 (1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,649,369

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,649,369

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.6% (2)

  
14

TYPE OF REPORTING PERSON

 

CO

  

 

(1) Represents (i) 4,548,358 Common Shares of the Issuer, and (ii) 101,011 Common Shares that would result from the exercise of 101,011 Warrants.
(2) Calculated using a denominator of 82,159,039, the sum of (i) 81,879,457 Common Shares outstanding, as reported on the Form 10-Q and (ii) 279,582 Common Shares that would result in the event all of the Warrants beneficially owned by the Reporting Persons were exercised and no other outstanding Warrants were exercised.

 

 

 

 

CUSIP No. 13057Q305 SCHEDULE 13D Page 6 of 10

 

 

ITEM 1. Security and Issuer.

 

This Amendment No. 7 to Schedule 13D (as so amended, the “Schedule 13D”) is being filed to amend the Schedule 13D originally filed with the SEC on November 6, 2020, as amended by Amendment No. 1 dated November 10, 2020, Amendment No. 2 dated May 20, 2021, Amendment No. 3 dated May 27, 2021, Amendment No. 4 dated June 11, 2021, Amendment No. 5 dated June 28, 2021, and Amendment No. 6 dated August 26, 2021, and relates to the common shares, $0.01 par value per share (the “Common Shares”), of California Resources Corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 27200 Tourney Road, Suite 200, Santa Clarita, California

 

ITEM 2. Identity and Background.

 

No material change.

 

ITEM 3. Source and Amount of Funds or Other Consideration.

 

No material change.

 

ITEM 4. Purpose of Transaction.

 

No material change.

 

 

 

 

 

 

CUSIP No. 13057Q305 SCHEDULE 13D Page 7 of 10

 

 

ITEM 5. Interest in Securities of the Issuer.

 

Item 5 is amended and restated as follows:

 

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D and Item 3 are incorporated herein by reference. Such information is calculated using a denominator of 82,159,039 the sum of (i) 81,879,457 Common Shares outstanding, as reported on the Form 10-Q and (ii) 279,582 Common Shares that would result in the event all of the Warrants beneficially owned by the Reporting Persons were exercised and no other outstanding Warrants were exercised.

 

(c) The information in Item 3 and Item 4 is incorporated herein by reference. The table below specifies that date, amount and price per Common Share sold by certain Funds and Managed Accounts during the 60-day period prior to September 8, 2021.

 

Trade Date Amount of Common Shares Price per Common Share  
7/8/2021 38,736 $28.61  
7/15/2021 9,438 $28.11  
7/16/2021 200 $28.10  
7/28/2021 39,453 $28.19  
7/29/2021 191,349 $28.47  
7/30/2021 274 $28.12  
7/30/2021 83,591 $28.26  
8/2/2021 104,400 $28.30  
8/6/2021 162,384 $30.21  
8/9/2021 6,555 $30.21  
8/10/2021 8,921 $30.15  
8/11/2021 9,777 $30.14  
8/12/2021 335 $30.12  
8/23/2021 8,300 $30.26  
8/24/2021 3,728 $30.33  
8/24/2021 272,582 $30.58  
8/25/2021 109,411 $30.54  

 

 

  

 

 

CUSIP No. 13057Q305 SCHEDULE 13D Page 8 of 10

 

 

8/26/2021 18,007 $30.51  
8/26/2021 150,000 $30.56  
8/26/2021 77,500 $30.92  
8/27/2021 3,445 $33.83  
8/31/2021 100,000 $33.84  
9/1/2021 32,305 $35.57  
9/2/2021 175,000 $35.50  
9/2/2021 67,695 $35.98  
9/2/2021 125,000 $36.90  
9/3/2021 121,728 $36.67  
9/7/2021 1,000 $36.77  
9/7/2021 13,450 $37.05  
9/7/2021 50,000 $37.98  

 

The table below specifies that date, amount and price per Warrant sold by certain Funds and Managed Accounts during the 60-day period prior to September 8, 2021.

Trade Date Amount of Warrants Price per Warrant  
6/28/2021 100 $8.00  
7/8/2021 3,742 $7.00  
8/30/2021 9,950 $7.35  
8/31/2021 1,200 $7.50  
9/2/2021 8,100 $8.52  
9/3/2021 1,000 $9.75  
9/7/2021 11,200 $9.39  

Except as set forth in this Schedule 13D, there have been no transactions in the Common Shares of the Issuer effected during the past 60 days by any person named in Item 2 hereof.

(d) The disclosure in Item 2(c) of this Schedule 13D is incorporated by reference herein.

(e) Not applicable.

 

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

No material change.

 

   

 

 

CUSIP No. 13057Q305 SCHEDULE 13D Page 9 of 10

 

 

Item 7.

 Material to Be Filed as Exhibits.

 

Exhibit   Description
     
99.1  

Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons (previously filed). 

99.2   Form of Registration Rights Agreement between the Issuer, the Reporting Persons and certain other shareholders identified therein (incorporated by reference to Exhibit 10.1 of the Form 8-A12B)

 

 

 

 

 

 

CUSIP No. 13057Q305 SCHEDULE 13D Page 10 of 10

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

September 8, 2021

 

  GOLDENTREE ASSET MANAGEMENT LP  
     
  By: GoldenTree Asset Management LLC, its general partner  
     
  /s/ Steven A. Tananbaum  
  By: Steven A. Tananbaum  
  Title: Managing Member  
     
     
  GOLDENTREE ASSET MANAGEMENT LLC  
     
  /s/ Steven A. Tananbaum  
  By: Steven A. Tananbaum  
  Title: Managing Member  
     
     
  STEVEN A. TANANBAUM  
     
  /s/ Steven A. Tananbaum  
  Steven A. Tananbaum  
     
     
  GOLDENTREE DISTRESSED MASTER FUND III LTD  
     
  By: GoldenTree Asset Management LP, its investment advisor  
     
  /s/ Steven A. Tananbaum  
  By: Steven A. Tananbaum  
  Title: Authorized Person