California Resources Corporation Announces Cash Tender Offer for up to $200 Million of its 7.125% Senior Notes due 2026
California Resources (NYSE: CRC) has announced a cash tender offer to purchase up to $200 million of its outstanding 7.125% senior notes due 2026. The tender offer expires on September 6, 2024, with an early tender deadline of August 21, 2024. Noteholders who tender by the early deadline are eligible for an additional $30 per $1,000 principal amount. The offer is subject to conditions, including a financing condition. CRC has appointed Jefferies , Citigroup Global Markets Inc., and TD Securities (USA) Inc. as joint dealer managers for the tender offer. The company may purchase additional notes after the offer's completion or redeem notes according to their terms.
California Resources (NYSE: CRC) ha annunciato un'offerta di acquisto in contanti per acquisire fino a $200 milioni delle sue obbligazioni senior 7.125% in circolazione con scadenza 2026. L'offerta scade il 6 settembre 2024, con una scadenza anticipata per la partecipazione fissata al 21 agosto 2024. I detentori di obbligazioni che parteciperanno entro la scadenza anticipata hanno diritto a un ulteriore $30 per ogni $1,000 di importo principale. L'offerta è soggetta a condizioni, comprese le condizioni di finanziamento. CRC ha nominato Jefferies, Citigroup Global Markets Inc. e TD Securities (USA) Inc. come manager congiunti dell'offerta. L'azienda potrebbe acquistare ulteriori obbligazioni dopo il completamento dell'offerta o rimborsare le obbligazioni secondo i loro termini.
California Resources (NYSE: CRC) ha anunciado una oferta de compra en efectivo para adquirir hasta $200 millones de sus notas senior al 7.125% con vencimiento en 2026. La oferta de compra vence el 6 de septiembre de 2024, con una fecha límite anticipada para las ofertas el 21 de agosto de 2024. Los tenedores de notas que ofrezcan antes de la fecha límite anticipada son elegibles para recibir un adicional de $30 por cada $1,000 de monto principal. La oferta está sujeta a condiciones, incluida una condición de financiamiento. CRC ha designado a Jefferies, Citigroup Global Markets Inc. y TD Securities (USA) Inc. como gestores conjuntos de la oferta. La empresa puede adquirir notas adicionales después de completar la oferta o redimir notas de acuerdo con sus términos.
캘리포니아 리소스(California Resources, NYSE: CRC)는 2026년에 만기되는 7.125% 선순위 채권의 $2억을 매입하기 위해 현금 입찰 제안을 발표했습니다. 입찰 제안은 2024년 9월 6일에 종료되며, 조기 입찰 마감일은 2024년 8월 21일입니다. 조기 마감일 이전에 입찰하는 채권 보유자는 $1,000의 원금에 대해 추가로 $30를 받을 수 있습니다. 이 제안은 금융 조건을 포함한 여러 조건에 따라 이루어집니다. CRC는 Jefferies, Citigroup Global Markets Inc., TD Securities (USA) Inc.를 공동 발행 관리자에게 지정했습니다. 회사는 제안 완료 후 추가 채권을 매입하거나 해당 조건에 따라 채권을 상환할 수 있습니다.
California Resources (NYSE: CRC) a annoncé une offre de rachat en espèces pour acquérir jusqu'à $200 millions de ses obligations senior à 7,125% arrivant à échéance en 2026. L'offre se termine le 6 septembre 2024, avec une date limite anticipée de 21 août 2024. Les détenteurs d'obligations qui participent avant la date limite anticipée sont éligibles pour un montant additionnel de $30 pour chaque $1,000 de montant principal. L'offre est soumise à des conditions, y compris une condition de financement. CRC a nommé Jefferies, Citigroup Global Markets Inc. et TD Securities (USA) Inc. comme co-managers de l'offre. L'entreprise peut acheter des obligations supplémentaires après la clôture de l'offre ou racheter des obligations selon leurs conditions.
California Resources (NYSE: CRC) hat ein Barangebot zur Kauf von bis zu $200 Millionen seiner ausstehenden 7,125% Senior Notes mit Fälligkeit 2026 bekannt gegeben. Das Angebot läuft am 6. September 2024 ab, mit einer frühen Angebotsfrist am 21. August 2024. Anleiheinhaber, die bis zur frühen Frist anbieten, sind berechtigt, zusätzlich $30 pro $1,000 Nennbetrag zu erhalten. Das Angebot unterliegt Bedingungen, einschließlich einer Finanzierungsbedingung. CRC hat Jefferies, Citigroup Global Markets Inc. und TD Securities (USA) Inc. als gemeinsame Verkaufsleiter für das Angebot ernannt. Das Unternehmen kann nach Abschluss des Angebots zusätzliche Anleihen kaufen oder Anleihen gemäß deren Bedingungen zurückkaufen.
- Potential reduction of up to $200 million in outstanding debt
- Early tender premium of $30 per $1,000 principal amount offered
- Opportunity for noteholders to liquidate their holdings at a potential premium
- Tender offer is subject to conditions, including a financing condition
- Potential increase in short-term cash outflow to fund the tender offer
- Possible reduction in available cash for other corporate purposes
California Resources 's tender offer for up to
The tender offer's fixed spread of 0 basis points over the U.S. Treasury Reference Security suggests that CRC is offering a price close to par value. This could be attractive to bondholders, especially if they believe interest rates might decrease in the future. The
Investors should note the financing condition attached to this offer, indicating that CRC likely plans to refinance this debt with new, potentially lower-cost debt. This could lead to interest savings and improved cash flow for the company in the long term, benefiting shareholders.
This tender offer reflects CRC's proactive approach to debt management in a changing interest rate environment. With the Federal Reserve's recent rate hikes, companies are reassessing their debt structures. CRC's move suggests they see an opportunity to optimize their capital structure, potentially taking advantage of more favorable terms or preparing for future market uncertainties.
The tiered structure of the offer (Early Tender vs. Late Tender) is a common tactic to encourage rapid participation, which could lead to a quick reduction in outstanding debt. However, the proration clause indicates that CRC expects high interest in the offer, which could be seen as a positive sign of investor confidence in the company's credit.
Notably, this tender offer comes amidst CRC's focus on energy transition and decarbonization. Investors should consider how this debt restructuring might support CRC's strategic initiatives in carbon capture and storage, potentially positioning the company for long-term success in a changing energy landscape.
Certain information regarding the 2026 Notes and the
Title of Security |
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ISINs |
Principal Amount Outstanding |
Maximum Tender Amount |
Treasury Reference Security |
Bloomberg Reference Page(1) |
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Senior Notes due 2026 |
13057Q AH0 U1303A AE6 |
US13057QAH02 USU1303AAE65 |
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Treasury due January 31, 2025 |
FIT3 |
+0 bps |
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Tender Offer Details
Subject to the Maximum Tender Amount, proration (if applicable) and the satisfaction or waiver of the conditions to the Tender Offer, including a financing condition, the Company will accept for purchase on the Early Settlement Date or the Final Settlement Date (each as defined below), as applicable, 2026 Notes validly tendered in the Tender Offer.
The Tender Offer will expire at 5:00 p.m.,
To be eligible to receive the Early Tender Consideration (as defined below), which includes an early tender premium of
Subject to the Maximum Tender Amount and proration, if applicable, holders of 2026 Notes that validly tender their 2026 Notes after the Early Tender Time but at or prior to the Expiration Time will only be eligible to receive the Late Tender Consideration (as defined below).
Priority of acceptance and proration
2026 Notes validly tendered at or prior to the Early Tender Time will be accepted for purchase in priority to other 2026 Notes validly tendered after the Early Tender Time. Accordingly, if the Maximum Tender Amount is reached as a result of tenders of 2026 Notes made at or prior to the Early Tender Time, 2026 Notes tendered after the Early Tender Time will not be accepted for purchase (unless the Maximum Tender Amount is increased by the Company, in its sole discretion, subject to applicable law). If the aggregate principal amount of 2026 Notes validly tendered exceeds the Maximum Tender Amount on the applicable settlement date, the amount of 2026 Notes purchased in the Tender Offer will be prorated as set forth in the Offer to Purchase.
Consideration and accrued interest
The consideration (the “Early Tender Consideration”) offered per
The Early Tender Time is the last date and time for holders of 2026 Notes to tender their 2026 Notes in order to be eligible to receive the Early Tender Consideration. Holders of any 2026 Notes that are validly tendered after the Early Tender Time but at or prior to the Expiration Time, and that are accepted for purchase, will receive an amount equal to the Early Tender Consideration minus the Early Tender Premium (the “Late Tender Consideration”).
In addition to the Early Tender Consideration or the Late Tender Consideration, as applicable, all holders of 2026 Notes accepted for purchase in the Tender Offer will also receive accrued and unpaid interest on such 2026 Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the applicable settlement date.
Settlement
Except as set forth in the paragraph below, payment for the 2026 Notes that are validly tendered at or prior to the Expiration Time, and that are accepted for purchase, will be made on the date referred to as the “Final Settlement Date.” The Company anticipates that the Final Settlement Date will be September 13, 2024, the fifth business day after the Expiration Time, subject to all conditions to the Tender Offer, including a financing condition, having been satisfied or waived by the Company.
The Company reserves the right, in its sole discretion, to pay for 2026 Notes that are validly tendered at or prior to the Early Tender Time, and that are accepted for purchase, on a date following the Early Tender Time and prior to the Expiration Time (the “Early Settlement Date”). The Company anticipates that the Early Settlement Date will be August 23, 2024, the second business day after the Early Tender Time, subject to all conditions to the Tender Offer, including a financing condition, having been satisfied or waived by the Company.
Withdrawal conditions
2026 Notes tendered pursuant to the Tender Offer may be withdrawn at any time at or prior to 5:00 p.m.,
After the Withdrawal Deadline, holders of 2026 Notes who have tendered their 2026 Notes may not withdraw their tendered 2026 Notes unless the Company amends the Tender Offer in a manner that is materially adverse to such tendering holders, in which case withdrawal rights may be extended to the extent required by law, or as the Company otherwise determines is appropriate to allow tendering holders of 2026 Notes a reasonable opportunity to respond to such amendment. Additionally, the Company, in its sole discretion, may extend the Withdrawal Deadline for any purpose. 2026 Notes withdrawn prior to the Withdrawal Deadline may be tendered again at or prior to the Expiration Time, in accordance with the procedures set forth in the Offer to Purchase.
If a holder holds their 2026 Notes through a custodian bank, broker, dealer or other nominee, such nominee may have an earlier deadline or deadlines for receiving instructions to participate or withdraw tendered 2026 Notes in the Tender Offer.
The Company’s obligation to accept for payment and to pay for the 2026 Notes validly tendered in the Tender Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase, including a financing condition. The Tender Offer may be terminated or withdrawn, subject to applicable law. The Company reserves the right, subject to applicable law, to (i) waive any and all conditions to the Tender Offer, (ii) extend or terminate the Tender Offer, (iii) increase or decrease the Maximum Tender Amount, or (iv) otherwise amend the Tender Offer in any respect.
Dealer Managers and Depositary and Information Agent
The Company has appointed Jefferies LLC, Citigroup Global Markets Inc. and TD Securities (
This press release shall not constitute, or form part of, an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
From time to time after completion of the Tender Offer, the Company or its affiliates may purchase additional 2026 Notes in the open market, in privately negotiated transactions, through tender or exchange offers or otherwise, or the Company may redeem 2026 Notes pursuant to their terms. Any future purchases may be on the same terms or on terms that are more or less favorable to holders of the 2026 Notes than the terms of the Tender Offer.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any 2026 Notes in the Tender Offer and does not constitute a notice of redemption for the 2026 Notes.
About California Resources Corporation
California Resources Corporation (CRC) is an independent energy and carbon management company committed to energy transition. CRC is committed to environmental stewardship while safely providing local, responsibly sourced energy. CRC is also focused on maximizing the value of its land, mineral ownership, and energy expertise for decarbonization by developing carbon capture and storage and other emissions-reducing projects.
Cautionary Note Regarding Forward-Looking Statements
All statements, except for statements of historical fact, made in this release regarding activities, events or developments the Company expects, believes or anticipates will or may occur in the future, such as statements regarding the Tender Offer, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements speak only as of the date of this release. Although the Company believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Except as required by law, the Company expressly disclaims any obligation to and does not intend to publicly update or revise any forward-looking statements.
The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties incident to the Company’s business, most of which are difficult to predict and many of which are beyond the Company’s control. These risks include, but are not limited to, the risks described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and its subsequently filed Quarterly Reports on Form 10-Q.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240808391990/en/
Joanna Park (Investor Relations)
818-661-3731
Joanna.Park@crc.com
Richard Venn (Media)
818-661-6014
Richard.Venn@crc.com
Source: California Resources Corporation
FAQ
What is the maximum amount California Resources (CRC) is offering to purchase in its tender offer?
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What is the early tender premium offered by CRC in this tender offer?
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