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): June 30, 2016

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.

California Resources Corporation (CRC) has received notice of an unsolicited "mini-tender" offer by TRC Capital Corporation ("TRC Capital") to purchase up to 1.5 million shares of CRC’s common stock at a price of $11.45 per share in cash. The offering price is approximately 5.1 percent below the closing price per share of CRC’s common stock on June 28, 2016, the last trading day before the commencement of the offer.

CRC wishes to inform its stockholders that it does not endorse TRC Capital's unsolicited mini-tender offer and recommends that stockholders do not tender their shares. Stockholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m., New York City time, on Friday, July 29, 2016, in accordance with TRC Capital's offering documents. CRC is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.

A copy of CRC’s press release containing additional information regarding TRC Capital's unsolicited mini-tender offer is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release June 30, 2016

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/ Michael L. Preston
Name:	Michael L. Preston
Title:	Executive Vice President, General Counsel and Corporate Secretary

DATED: June 30, 2016

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release June 30, 2016

EX-99.1

NEWS RELEASE For immediate release

California Resources Corporation Recommends Shareholders Reject “Mini-Tender” Offer by TRC Capital Corporation

LOS ANGELES, June 30, 2016 – California Resources Corporation (NYSE: CRC) today announced that it received notice of an unsolicited “mini-tender” offer by TRC Capital Corporation (TRC Capital) to purchase up to 1.5 million shares of CRC common stock at a price of $11.45 per share in cash. The offering price is approximately 5.1 percent below the closing price per share of CRC common stock on June 28, 2016, the last trading day prior to the commencement of the offer. The offer is for approximately 3.6 percent of the outstanding shares of CRC common stock.

CRC does not endorse TRC Capital’s unsolicited mini-tender offer and recommends that shareholders do not tender their shares. CRC is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.

Mini-tender offers are not subject to many of the investor protections afforded to larger tender offers, including the filing of disclosure and other tender offer documents with the Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws.

The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are “…hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” More on the SEC’s guidance to investors on mini-tender offers is available at www.sec.gov/investor/pubs/minitend.htm. TRC Capital has made many similar unsolicited mini-tender offers for shares of other public companies.

Shareholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital’s mini-tender offer. CRC recommends that shareholders who have not responded to TRC Capital’s offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m., New York City time, on Friday, July 29, 2016, in accordance with TRC Capital’s offering documents.

CRC encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

CRC requests that a copy of this news release be included with all distributions of materials relating to TRC Capital’s mini-tender offer related to CRC shares of common stock.

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:

California Resources Corporation
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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