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): July 13, 2020
OCCIDENTAL PETROLEUM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1-9210
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95-4035997
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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5 Greenway Plaza,
Suite 110
Houston, Texas
(Address of Principal Executive Offices)
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77046
(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (713) 215-7000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, $0.20 par value
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OXY
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR 230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (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.
The information set forth in Item 8.01 with respect to the Supplemental Indentures (as defined below) is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 8.01 with respect to the Supplemental Indentures is incorporated herein by reference.
Item 8.01. Other Events.
Senior Notes Offering
On June 26, 2020, Occidental Petroleum Corporation (“Occidental”)
entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets,
LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which
Occidental agreed to issue and sell to the Underwriters three series of senior unsecured notes in the aggregate principal amount of $2,000,000,000, consisting of (i) $500,000,000 aggregate principal amount of its 8.000% Senior Notes due 2025 (the “2025 Notes”), (ii) $500,000,000 aggregate principal amount of its 8.500% Senior Notes due 2027 (the “2027 Notes”) and (iii) $1,000,000,000 aggregate principal amount of its 8.875% Senior Notes due 2030 (the “2030 Notes”
and, together with the 2025 Notes and the 2027 Notes, the “Notes”). The Underwriting Agreement contains customary representations, warranties and agreements
by Occidental and customary conditions to closing, indemnification obligations of Occidental and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The offer and sale of the Notes contemplated by the Underwriting Agreement was consummated on July 13, 2020. Occidental used the
net proceeds from the offering of approximately $1,981 million (after deducting underwriting discounts and estimated offering expenses), to fund the concurrent Tender Offers (as defined below) and to pay fees and expenses in connection therewith.
The Notes were issued pursuant to an Indenture, dated as of August 8, 2019 (the “Indenture”), between Occidental and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as
supplemented by an Officer’s Certificate, dated July 13, 2020, setting forth the specific terms applicable to each series of the Notes (the “Officer’s Certificate”).
The 2025 Notes will bear interest at a rate of 8.000% per year, the 2027 Notes will bear interest at a rate of 8.500% per year and the 2030 Notes will bear interest at a rate of 8.875% per year. Interest on each series of the Notes will be payable
semi-annually in arrears on July 15 and January 15 of each year, beginning on January 15, 2021. Interest on each series of the Notes will be payable to the holders of record of such series of the Notes at the close of business on the immediately
preceding July 1 and January 1, respectively (whether or not a business day). The Indenture contains covenants that limit the ability of Occidental and its consolidated subsidiaries to, among other things, incur liens and the ability of Occidental
to merge, consolidate or transfer substantially all of its assets. Occidental may redeem each series of the Notes prior to their maturity at its option, in whole or in part, at any time or from time to time, as described in the Officer’s
Certificate
The Notes were sold pursuant to Occidental’s automatic shelf registration statement under the Securities Act on Form S-3 (Registration No.
333-232928) filed on July 31, 2019. Occidental has filed with the Securities and Exchange Commission a final prospectus supplement, dated June 26, 2020, together with an accompanying prospectus, dated July 31, 2019, relating to the offer and sale of
the Notes.
The foregoing description of the Underwriting Agreement, the Indenture, the Officer’s Certificate and the Notes does not purport to be
complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, the Indenture, the Officer’s Certificate and the forms of the Notes, which are filed herewith as Exhibits 1.1, 4.1, 4.2, and 4.3 through 4.5,
respectively, and incorporated herein by reference.
Early Tender Results and Supplemental Indentures
On July 9, 2020, Occidental announced the early tender results of its previously announced (i) cash tender offers to purchase its
outstanding 4.10% Senior Notes due 2021 (the “4.10% 2021 Notes”), Floating Interest Rate Notes due February 2021 (the “Floating Rate February 2021 Notes”), 4.850% Senior Notes due 2021 (the “4.850% 2021 Notes”),
2.600% Senior Notes due 2021 (the “2.600% 2021 Notes”), Floating Interest Rate Notes due August 2021 (the “Floating Rate August 2021 Notes”), 3.125% Senior Notes due 2022 (the “3.125% 2022 Notes”), 2.600% Senior Notes due
2022 (the “2.600% 2022 Notes”), 2.700% Senior Notes due 2022 (the “2.700% 2022
Notes”) and Floating Interest Rate Notes due August 2022 (the “Floating Rate August 2022 Notes” and, together with the 3.125% 2022 Notes, 2.600%
2022 Notes and 2.700% 2022 Notes, the “2022 Subject Notes”; the 2022 Notes together with the 4.10% 2021 Notes, Floating Rate February 2021 Notes, 4.850% 2021
Notes, 2.600% 2021 Notes and Floating Rate August 2021 Notes, the “Subject Notes”) and (ii) the related solicitation of consents from holders of the Subject
Notes to amend the indentures governing the Subject Notes (collectively, the “Tender Offers”).
In connection with the Tender Offers, the following supplemental indentures were executed and became operative on July 13, 2020
(collectively, the “Supplemental Indentures”):
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a Third Supplemental Indenture to that certain Indenture, dated as of April 1, 1998 (the “1998 Indenture”), by and between Occidental and the Trustee (as successor in interest to The Bank of New York), relating to the 4.10% 2021 Notes; and
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a First Supplemental Indenture to the Indenture, relating to the Floating Rate February 2021 Notes and 4.850% 2021 Notes.
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The Supplemental Indentures eliminate certain of the restrictive covenants and the payment cross-default event of default provisions to the
1998 Indenture and the Indenture in respect of the 4.10% 2021 Notes, Floating Rate February 2021 Notes and 4.850% 2021 Notes only.
The foregoing description of the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to
the full text of the Supplemental Indentures, which are filed herewith as Exhibits 4.6 and 4.7, and incorporated herein by reference.
On July 9, 2020, Occidental issued a press release announcing the early tender results of the Tender Offers as of 5:00 p.m., New York City
time, on July 9, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
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Underwriting Agreement, dated June 26, 2020, by and between Occidental Petroleum Corporation and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
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Indenture, dated as of August 8, 2019, between Occidental Petroleum Corporation and The Bank of New York Mellon Trust Company, N.A (incorporated by
reference to Exhibit 4.1 of Occidental’s Current Report on Form 8-K filed on August 8, 2019).
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Officer’s Certificate pursuant to the Indenture, dated as of July 13, 2020, establishing the Notes and their terms.
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Form of Senior Notes due 2025 (included as Exhibit A to Exhibit 4.2).
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Form of Senior Notes due 2027 (included as Exhibit B to Exhibit 4.2).
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Form of Senior Notes due 2030 (included as Exhibit C to Exhibit 4.2).
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Third Supplemental Indenture to that certain Indenture, dated as of April 1, 1998, by and between Occidental Petroleum Corporation and The Bank of New
York Mellon Trust Company, N.A. (as successor in interest to The Bank of New York).
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First Supplemental Indenture to that certain Indenture, dated as of August 8, 2019, by and between Occidental Petroleum Corporation and The Bank of
New York Mellon Trust Company, N.A.
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Opinion of Cravath, Swaine & Moore LLP.
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Consent of Cravath, Swaine & Moore LLP (included as part of Exhibit 5.1).
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Press Release, dated as of July 9, 2020.
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104
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Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document.
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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.
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OCCIDENTAL PETROLEUM CORPORATION
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By:
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/s/ Nicole E. Clark
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Nicole E. Clark
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Date: July 13, 2020
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Vice President, Deputy General Counsel and Corporate Secretary
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