8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 11, 2015

California Resources Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware	001-36478		46-5670947
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
9200 Oakdale Avenue, Suite 900 Los Angeles, California		91311
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 848-4754

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On December 11, 2015, California Resources Corporation issued a press release announcing the expiration and final results of its private offers to exchange certain of its outstanding debt securities for newly issued 8.00% Senior Second Lien Notes due 2022. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated by reference in this current report.

The information contained in this report is being furnished and shall not be deemed “filed” purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act 1933, except as shall be expressly set forth by specific reference in such filing.

Statements contained in the exhibit to this report that state the Company’s or its management’s expectations or predications of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results mentioned in the documents that the Company has filed with the Securities and Exchange Commission (SEC).

The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although the Company may do so from time to time as management believes warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press release or through other public disclosure including in the Investor Relations portion of the Company’s website.

Item 9.01		Financial Statements and Exhibits.
(d)	Exhibits.

Exhibit No.	Description
99.1	Press Release of California Resources Corporation, dated December 11, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

California Resources Corporation

/s/ Roy Pineci
Name:	Roy Pineci
Title:	Executive Vice President - Finance

DATED: December 11, 2015

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of California Resources Corporation, dated December 11, 2015

EX-99

NEWS RELEASE For immediate release

California Resources Corporation Announces Expiration and Final Results of Its Offers to Exchange Outstanding Senior Notes for New 8.00% Senior Secured Second Lien Notes Due 2022

December 11, 2015 LOS ANGELES -- California Resources Corporation (NYSE: CRC) today announced the expiration and final results of its private offers to exchange (the “Exchange Offers”) up to $2.8125 billion aggregate principal amount (the “Maximum Exchange Amount”) of its outstanding 5.0% Senior Notes due 2020 (the “5% Notes”), 5½% Senior Notes due 2021 (the “5½% Notes”) and 6.0% Senior Notes due 2024 (the “6% Notes” and together with the 5% Notes and the 5½% Notes, the “Old Notes”) held by Eligible Holders (as defined below), for newly issued 8.00% Senior Secured Second Lien Notes due 2022 (the “New Secured Notes”).

The Exchange Offers expired at 11:59 p.m. New York City time on December 10, 2015, (the “Expiration Time”). As of the Expiration Time, $3,653,296,000 in aggregate principal amount of the Old Notes, representing 73 % of the outstanding principal amount of the Old Notes, had been validly tendered (and not validly withdrawn) pursuant to the Exchange Offers.

Because the aggregate principal amount of Old Notes validly tendered (and not validly withdrawn) at or before 5:00 p.m. New York City time on December 1, 2015 (the “Early Participation Time”) exceeded the Maximum Exchange Amount, CRC will accept only Old Notes tendered prior to the Early Participation Time on a pro rata basis as provided in the Offering Memorandum (as defined below) and will not accept any Old Notes tendered after the Early Participation Time.

Based on information provided by Global Bondholder Services Corporation, the exchange agent and information agent for the Exchange Offers, the tables below provide the aggregate principal amount of each series of Old Notes validly tendered and not validly withdrawn at or prior to the Early Participation Time for the Exchange Offers and the aggregate principal amount of each series of Old Notes that CRC expects to accept pursuant to the Exchange Offers.

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Old Notes Included in the Exchange Offers
Title of Old Notes	Principal Amount Outstanding (in millions)	Principal Amount Tendered (in millions)	Principal Amount to be Accepted Pursuant to the Exchange Offers (in millions)	Proration Factor(1)
5% Notes due 2020	$1,000	$693.54	$534.031	77%
5½% Notes due 2021	$1,750	$1,196.25	$921.243	77%
6% Notes due 2024	$2,250	$1,763.506	$1,358.077	77%

(1) Proration Factor will only be applied in respect of Old Notes validly tendered (and not validly withdrawn)     prior to the Early Participation Date.

The settlement date for the Exchange Offers is expected to be December 15, 2015 (the “Settlement Date”). CRC will issue $2,250,000,000 in aggregate principal amount of New Secured Notes in satisfaction of the consideration for the Exchange Offers as set forth in the Offering Memorandum. On the Settlement Date, CRC will pay in cash accrued and unpaid interest on Old Notes accepted in the Exchange Offers from the applicable last interest payment date to, but not including, the Settlement Date. Interest on the New Secured Notes will accrue from the Settlement Date.

The Exchange Offers were conducted upon the terms and subject to the conditions set forth in the offering memorandum, dated November 12, 2015 (including the supplement thereto, dated November 23, 2015, the “Offering Memorandum”), the related letter of transmittal, and the press releases issued by CRC on November 27, 2015 and December 2, 2015, respectively, in connection with the Exchange Offers. Documents relating to the Exchange Offers were only distributed to “Eligible Holders” of Old Notes who completed and returned an eligibility form confirming that they are either a “qualified institutional buyer” under Rule 144A or not a “U.S. person” under Regulation S for purposes of applicable securities laws.

The consummation of the Exchange Offers is subject to, and conditional upon, the satisfaction or waiver of certain conditions, including, among other things, the entry into a security agreement and related intercreditor agreement whereby the New Secured Notes and related guarantees will be secured by a second-priority lien on assets of CRC and certain of its material subsidiaries. CRC expects to meet these conditions on the Settlement Date.

The New Secured Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws. The New Secured Notes may not be offered or sold within the United States, absent registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or a solicitation of any offer to buy any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release is being issued pursuant to Rule 135c under the Securities Act.

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About California Resources Corporation

California Resources Corporation is the largest oil and natural gas exploration and production company in California on a gross-operated basis. The Company operates its world class resource base exclusively within the State of California, applying integrated infrastructure to gather, process and market its production. Using advanced technology, California Resources Corporation focuses on safely and responsibly supplying affordable energy for California by Californians.

Contacts:

Scott Espenshade (Investor Relations)	Margita Thompson (Media)
818 661-6010	818 661-6005
Scott.Espenshade@crc.com	Margita.Thompson@crc.com

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