Occidental Announces Expiration and Final Results in Cash Tender Offers and Consent Solicitations for Certain of its Senior Notes

Rhea-AI Summary

On September 10, 2020, Occidental (NYSE: OXY) announced the expiration of its cash tender offers for various senior notes totaling a maximum purchase price of $3 billion. The offers included multiple series of notes due in 2021, 2022, and 2023. As of the expiration date, only some 2021 notes were validly tendered and accepted, with no additional tenders received for the 2022 and 2023 notes after their early tender times. Notably, no requisite consents were obtained for proposed amendments to the indentures for any series of consent notes, meaning existing covenants remain intact.

Positive

• Accepted $138.55 million in 4.10% Senior Notes due 2021.
• Successfully executed tender offers for a maximum of $3 billion.

Negative

• No valid tenders received for 2022 Notes and 2.70% 2023 Notes.
• No requisite consent obtained for proposed amendments to consent notes.

HOUSTON, Sept. 10, 2020 (GLOBE NEWSWIRE) -- Occidental (NYSE: OXY) today announced the expiration and final results in connection with its offers to purchase for cash (collectively, the “Tender Offers” and each, a “Tender Offer”) its outstanding 4.10% Senior Notes due 2021 (the “4.10% 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” and, together with the 4.10% 2021 Notes and 2.600% 2021 Notes, the “2021 Notes”), Floating Interest Rate Notes due August 2022 (the “Floating Rate August 2022 Notes”), 2.600% Senior Notes due 2022 (the “2.600% 2022 Notes”), 2.700% Senior Notes due 2022 (the “2.700% 2022 Notes”), 3.125% Senior Notes due 2022 (the “3.125% 2022 Notes” and, together with the Floating Rate August 2022 Notes, 2.600% 2022 Notes and 2.700% 2022 Notes, the “2022 Notes”) and 2.70% Senior Notes due 2023 (the “2.70% 2023 Notes” and, together with the 2021 Notes and 2022 Notes, the “Notes”) up to a maximum aggregate purchase price, excluding accrued but unpaid interest (the “Maximum Aggregate Purchase Price”), of $3,000 million.

The Tender Offers and Consent Solicitations (as defined below) were made pursuant to the terms and subject to the conditions described in Occidental’s Offer to Purchase and Consent Solicitation Statement, dated August 12, 2020, as amended by press releases issued by Occidental on August 12, 2020 and August 24, 2020 (the “Offer to Purchase”). The Tender Offers and Consent Solicitations expired at 11:59 p.m., New York City time, on September 9, 2020 (the “Expiration Date”). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Offer to Purchase.

According to the information received from Global Bondholder Services Corporation, the Tender Agent and Information Agent for the Tender Offers and Consent Solicitations, as of the Expiration Date, Occidental had received valid tenders from holders of the Notes as outlined in the table below. The table below also reflects information previously announced by Occidental regarding the 2021 Notes which were tendered as of 5:00 p.m., New York City time, on August 25, 2020 (such date and time, the “2021 Notes Early Tender Time”), and the 2022 Notes and 2.70% 2023 Notes which were tendered as of 5:00 p.m., New York City time, on August 28, 2020 (such date and time, the “2022 and 2023 Notes Early Tender Time”), and subsequently accepted for purchase and cancelled on August 27, 2020 and September 1, 2020, respectively.

Series of Notes	CUSIP Number/ISIN	Acceptance Priority Level	Aggregate Principal Amount Previously Accepted for Purchase ($)		Aggregate Principal Amount Additionally Tendered at Expiration Date ($)		Aggregate Principal Amount Additionally Accepted for Purchase at Expiration Date ($)		Tender Consideration (1) ($)
4.10% Senior Notes due 2021	674599BY0 / US674599BY08	1	$	138,555,000	$	95,000	$	95,000	$	957.50
2.600% Senior Notes due 2021	674599CU7 / US674599CU76	2	$	1,099,276,000	$	0	$	0	$	955.00
Floating Interest Rate Notes due August 2021	674599CV5 / US674599CV59	3	$	122,523,000	$	0	$	0	$	930.00
Floating Interest Rate Notes due August 2022	674599CQ6 / US674599CQ64	4	$	447,909,000	$	0	$	0	$	910.00
2.600% Senior Notes due 2022	674599CK9 / US674599CK94	5	$	171,355,000	$	0	$	0	$	937.50
2.700% Senior Notes due 2022	674599CP8 / US674599CP81	6	$	101,555,000	$	0	$	0	$	942.50
3.125% Senior Notes due 2022	674599CC7 / US674599CC78	7	$	0	$	0	$	0	$	950.00
2.70% Senior Notes due 2023	674599CE3 / US674599CE35	8	$	51,678,000	$	0	$	0	$	917.50

(1) Does not include accrued but unpaid interest, which will also be payable as provided in the Offer to Purchase.

As of the Expiration Date, Occidental received no valid tenders from holders of the 2022 Notes or 2.70% 2023 Notes after the 2022 and 2023 Notes Early Tender Time. Accordingly, no additional 2022 Notes or 2.70% 2023 Notes were accepted for purchase after the 2022 and 2023 Notes Early Tender Time.

As set forth in the table above, Occidental has accepted for purchase all 2021 Notes validly tendered and not validly withdrawn after the 2021 Notes Early Tender Time, but at or prior to the Expiration Date. The settlement date for such 2021 Notes accepted for purchase (the “Settlement Date”) will be September 11, 2020. Holders of such 2021 Notes accepted for purchase will receive the applicable Tender Offer Consideration for such series of 2021 Notes as set forth in the table above for each $1,000.00 principal amount of 2021 Notes, together with accrued but unpaid interest on such 2021 Notes from the last interest payment date to, but not including, the Settlement Date, but will not receive the Early Tender Premium with respect to such series of 2021 Notes.

As part of the Tender Offers, Occidental solicited consents (the “Consent Solicitations”) from the holders of the 2.600% 2021 Notes, Floating Rate August 2021 Notes, Floating Rate August 2022 Notes, 2.600% 2022 Notes, 2.700% 2022 Notes, 3.125% 2022 Notes and 2.70% 2023 Notes (collectively, the “Consent Notes”) for certain proposed amendments described in the Offer to Purchase that would, among other things, remove certain covenants contained in the indentures governing the Consent Notes (the “Proposed Amendments”). Adoption of the Proposed Amendments with respect to each series of Consent Notes requires the requisite consent applicable to each series of Consent Notes as described in the Offer to Purchase (the “Requisite Consent”). As of the Expiration Date, the Requisite Consent was not obtained with respect to any series of Consent Notes. Accordingly, the Proposed Amendments will not be implemented in respect of any series of Consent Notes, and the indentures governing all Consent Notes will remain in effect in their present form.

J.P. Morgan Securities LLC, RBC Capital Markets, LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc. served as the lead Dealer Managers and lead Solicitation Agents in the Tender Offers and Consent Solicitations, and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., SG Americas Securities, LLC and Wells Fargo Securities, LLC served as the co-Dealer Managers and co-Solicitation Agents in the Tender Offers and Consent Solicitations. Global Bondholder Services Corporation was retained to serve as the Tender Agent and Information Agent for the Tender Offers and Consent Solicitations. Persons with questions regarding the Tender Offers and Consent Solicitations should contact J.P. Morgan Securities LLC at (toll free) (866) 834-4666 or (collect) (212) 834-2045, RBC Capital Markets, LLC at (toll free) (877) 381-2099 or (collect) (212) 618-7843, MUFG Securities Americas Inc. at (toll-free) (877) 744-4532 or (collect) (212) 405-7481 or SMBC Nikko Securities America, Inc. at (toll free) (888) 868-6856 or (collect) (212) 224-5328. Requests for the Offer to Purchase should be directed to Global Bondholder Services Corporation at (banks or brokers) (212) 430-3774 or (toll free) (866) 807-2200 or by email to contact@gbsc-usa.com.

This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. Neither this press release nor the Offer to Purchase is an offer to sell or a solicitation of an offer to buy securities. The Tender Offers and Consent Solicitations were made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. In any jurisdiction in which the Tender Offers were required to be made by a licensed broker or dealer, the Tender Offers were deemed to be made on behalf of Occidental by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About Occidental

Occidental is an international energy company with operations in the United States, Middle East, Africa and Latin America. We are one of the largest oil producers in the U.S., including a leading producer in the Permian and DJ Basins, and offshore Gulf of Mexico. Our midstream and marketing segment provides flow assurance and maximizes the value of our oil and gas. Our chemical subsidiary OxyChem manufactures the building blocks for life-enhancing products. Our Oxy Low Carbon Ventures subsidiary is advancing leading-edge technologies and business solutions that economically grow our business while reducing emissions. We are committed to using our global leadership in carbon dioxide management to advance a lower-carbon world. Visit oxy.com for more information.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties that could materially affect expected results of operations, liquidity, cash flows and business prospects. Actual results may differ from anticipated results, sometimes materially, and reported results should not be considered an indication of future performance. Factors that could cause the results to differ include, but are not limited to: the scope and duration of the COVID-19 pandemic and actions taken by governmental authorities and other third parties in response to the pandemic; our indebtedness and other payment obligations, including the need to generate sufficient cash flows to fund operations; our ability to successfully monetize select assets, repay or refinance our debt and the impact of changes in our credit ratings; assumptions about energy markets; global and local commodity and commodity-futures pricing fluctuations, such as the sharp decline in crude oil prices that occurred in the first half of 2020; supply and demand considerations for, and the prices of, our products and services; actions by the Organization of Petroleum Exporting Countries (“OPEC”) and non-OPEC oil producing countries; results from operations and competitive conditions; future impairments of our proved and unproved oil and gas properties or equity investments, or write-downs of productive assets, causing charges to earnings; unexpected changes in costs; availability of capital resources, levels of capital expenditures and contractual obligations; the regulatory approval environment, including our ability to timely obtain or maintain permits or other governmental approvals, including those necessary for drilling and/or development projects; our ability to successfully complete, or any material delay of, field developments, expansion projects, capital expenditures, efficiency projects, acquisitions or dispositions; risks associated with acquisitions, mergers and joint ventures, such as difficulties integrating businesses, uncertainty associated with financial projections, projected synergies, restructuring, increased costs and adverse tax consequences; uncertainties and liabilities associated with acquired and divested properties and businesses; uncertainties about the estimated quantities of oil, natural gas and natural gas liquids reserves; lower-than-expected production from development projects or acquisitions; our ability to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes and improve our competitiveness; exploration, drilling and other operational risks; disruptions to, capacity constraints in, or other limitations on the pipeline systems that deliver our oil and natural gas and other processing and transportation considerations; general economic conditions, including slowdowns, domestically or internationally, and volatility in the securities, capital or credit markets; uncertainty from the expected discontinuance of LIBOR and transition to any other interest rate benchmark; governmental actions and political conditions and events; legislative or regulatory changes, including changes relating to hydraulic fracturing or other oil and natural gas operations, retroactive royalty or production tax regimes, deepwater and onshore drilling and permitting regulations, and environmental regulation (including regulations related to climate change); environmental risks and liability under international, provincial, federal, regional, state, tribal, local and foreign environmental laws and regulations (including remedial actions); potential liability resulting from pending or future litigation; disruption or interruption of production or manufacturing or facility damage due to accidents, chemical releases, labor unrest, weather, natural disasters, cyber-attacks or insurgent activity; the creditworthiness and performance of our counterparties, including financial institutions, operating partners and other parties; failure of risk management; our ability to retain and hire key personnel; reorganization or restructuring of our operations; changes in state, federal or foreign tax rates; and actions by third parties that are beyond our control.

Words such as “estimate,” “project,” “predict,” “will,” “would,” “should,” “could,” “may,” “might,” “anticipate,” “plan,” “intend,” “believe,” “expect,” “aim,” “goal,” “target,” “objective,” “likely” or similar expressions that convey the prospective nature of events or outcomes generally indicate forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of this press release. Unless legally required, we undertake no obligation to update, modify or withdraw any forward-looking statements, as a result of new information, future events or otherwise. Factors that could cause actual results to differ and that may affect Occidental’s results of operations and financial position appear in Part I, Item 1A “Risk Factors” of Occidental’s Annual Report on Form 10-K for the year ended December 31, 2019, and in Occidental’s other filings with the U.S. Securities and Exchange Commission.

Contacts
Media	Investors
Melissa E. Schoeb	Jeff Alvarez
713-366-5615	713-215-7864
melissa_schoeb@oxy.com	jeff_alvarez@oxy.com

FAQ

What were the results of Occidental's tender offers on September 10, 2020?

Occidental announced that on September 10, 2020, it accepted valid tenders for only some 2021 notes, totaling $138.55 million, while no valid tenders were received for the 2022 and 2023 notes.

How much debt was Occidental looking to buy back in its tender offers?

Occidental's tender offers had a maximum aggregate purchase price of $3 billion for its outstanding senior notes.

What is the significance of the tender offers for Occidental's financial strategy?

The tender offers aimed to reduce debt, but the lack of valid tenders for some notes and absence of requisite consents suggests challenges in Occidental’s financial restructuring efforts.

When is the settlement date for the accepted notes in the tender offer?

The settlement date for the accepted 2021 notes is September 11, 2020.

What impact does the failure to achieve requisite consent have on Occidental?

The failure to obtain requisite consent means that proposed amendments to the indentures governing the consent notes will not be implemented, maintaining existing covenants.