false0001609253 0001609253 2020-06-30 2020-06-30


 
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, 2020
_____________________
California Resources Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
001-36478
46-5670947
(State or Other Jurisdiction of
Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
 
 
27200 Tourney Road

Suite 200
 
Santa Clarita
 
California
91355
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (888) 848-4754
N/A
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
CRC
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 




Item 1.01    Entry into a Material Definitive Agreement.
On June 30 and July 2, 2020, California Resources Corporation (the “Company”) and certain of its subsidiaries entered into further amendments (collectively, the “Amendments”) with respect to those certain forbearance agreements, dated June 2, 2020 and subsequently amended on June 12, 2020 (collectively, as amended, the “Forbearance Agreements”), with:
•
certain lenders (collectively, the “2014 Lenders”) representing a majority of the outstanding principal amount of the loans under its Credit Agreement, dated as of September 24, 2014 (as amended, the “2014 Credit Agreement”), by and among the Company, as the Borrower, the subsidiary guarantors party thereto, the various Lenders identified therein, JPMorgan Chase Bank, N.A., as Administrative Agent, a Lender and a Letter of Credit Issuer, and Bank of America, N.A., as a Lender and a Letter of Credit Issuer;
•
certain lenders (collectively, the “2016 Lenders”) representing a majority of the outstanding principal amount of the term loans under its Credit Agreement, dated August 12, 2016 (the “2016 Credit Agreement”), by and among the Company, as the Borrower, the various Lenders identified therein and The Bank of New York Mellon Trust Company, N.A., as Administrative Agent; and
•
certain lenders (collectively, the “2017 Lenders”, and together with the 2014 Lenders and the 2016 Lenders, the “Forbearing Parties”) representing a majority of the outstanding principal amount of the term loans under its Credit Agreement, dated as of November 17, 2017 (as amended, the “2017 Credit Agreement”, and together with the 2014 Credit Agreement and the 2016 Credit Agreement, the “Credit Agreements”), by and among the Company, as the Borrower, the subsidiary guarantors party thereto, the various Lenders identified therein and The Bank of New York Mellon Trust, N.A., as Administrative Agent.
Pursuant to the Amendments, the Forbearing Parties agreed to extend the period in which they will forbear from exercising any remedies under the Credit Agreements with respect to certain specified events of default until the earlier of (a) 11:59 p.m. (New York time) on July 7, 2020 and (b) the date the Forbearance Agreements otherwise terminate in accordance with their terms. The Forbearance Agreements include certain covenants with which the Company must comply during the forbearance period. The failure to comply with such covenants, among other things, would result in the early termination of the forbearance period.
The foregoing descriptions of the Amendments are summaries only and are qualified in their entirety by reference to the text of the Amendments which are attached hereto as Exhibits 10.1, 10.2 and 10.3, and each of them is incorporated by reference into this Item 1.01. On July 2, 2020, the Parties agreed to change the date referenced in Section 1(c) of the attached Amendments from “July 2, 2020 at 11:59 p.m. New York time” to “July 7, 2020 at 11:59 p.m. New York time”.




Item 9.01    Financial Statements and Exhibits
(d)    Exhibits
Exhibit No.
 
Description
 
 
 
 
 
 
 
 
 
 
 
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
________________
*
Certain portions of this exhibit (indicated by “[*****]”) have been omitted pursuant to Item 601(b)(10) of Regulation S-K.





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: July 2, 2020