Occidental Announces Launch of Secondary Offering

Rhea-AI Summary

Occidental (NYSE: OXY) has announced the launch of an underwritten secondary public offering of 29,560,619 shares of its common stock by CrownRock Holdings, L.P. Occidental itself is not offering any shares and will not receive any proceeds from the proposed offering. The offering is subject to market conditions, with no guarantee of completion.

J.P. Morgan, Morgan Stanley, and RBC Capital Markets are acting as underwriters for the offering. The shares may be offered through various channels, including the New York Stock Exchange and over-the-counter market. A shelf registration statement for these securities has been filed with the SEC and is effective. Interested investors are advised to read the prospectus and related documents before investing.

Positive

• None.

Negative

• Potential dilution of existing shareholders' ownership
• No proceeds from the offering will benefit Occidental directly

Insights

Financial Analyst

Occidental's secondary offering of 29,560,619 shares by CrownRock Holdings is a significant market event. This move could potentially increase the stock's liquidity and free float, which might attract more institutional investors. However, the influx of shares could temporarily pressure OXY's stock price. It's important to note that Occidental isn't raising capital here; all proceeds go to the selling stockholder. This suggests the company doesn't need immediate cash, which is generally positive. The involvement of major underwriters like J.P. Morgan and Morgan Stanley lends credibility to the offering. Investors should watch for any price volatility in the short term and monitor how the market absorbs this additional supply of shares.

Market Research Analyst

This secondary offering by CrownRock Holdings could signify a strategic shift in Occidental's ownership structure. The timing of this sale is intriguing, potentially indicating that CrownRock believes OXY's current valuation is attractive. For investors, this presents both an opportunity and a challenge. The increased float might enhance trading volume and liquidity, potentially making OXY more attractive to a broader range of investors. However, it's essential to consider why a major shareholder is reducing their stake. This move could impact market sentiment in the short term. Long-term investors should focus on Occidental's fundamentals and future prospects rather than this temporary market dynamic.

Legal Expert

The secondary offering's structure and disclosure demonstrate Occidental's compliance with SEC regulations. The company's emphasis on the prospectus and registration statement underscores its commitment to transparent communication with investors. The clear delineation that Occidental isn't offering shares and won't receive proceeds is important for legal clarity. This offering doesn't dilute existing shareholders, which is generally viewed favorably. However, investors should carefully review the prospectus for any risk factors or material information. The involvement of multiple underwriters suggests a robust due diligence process, adding a layer of credibility to the offering. Overall, this transaction appears to be executed with proper legal considerations, which is reassuring for stakeholders.

HOUSTON, Aug. 12, 2024 (GLOBE NEWSWIRE) -- Occidental (NYSE: OXY) today announced the launch of an underwritten secondary public offering of 29,560,619 shares of its common stock by CrownRock Holdings, L.P. (the “Selling Stockholder”).

Occidental is not offering any shares of common stock in the offering. The Selling Stockholder will receive all of the proceeds from the proposed offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed.

J.P. Morgan, Morgan Stanley and RBC Capital Markets are acting as the underwriters for the offering. The underwriters may offer the shares of common stock from time to time for sale in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.

The proposed offering will be made only by means of a prospectus supplement and the accompanying base prospectus related to the offering, copies of which may be obtained, when available, from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, via email at prospectus-eq_fi@jpmchase.com; Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; or RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, New York, NY 10281, by telephone at 877-822-4089 or by email at equityprospectus@rbccm.com.

A shelf registration statement (including a prospectus) relating to these securities has been filed with the Securities and Exchange Commission (the “SEC”) and is effective. Before investing, interested parties should read the shelf registration statement and other documents filed with the SEC for information about Occidental and this offering. You may get these documents for free by visiting EDGAR on the SEC website at sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

About Occidental

Occidental is an international energy company with assets primarily in the United States, the Middle East and North Africa. We are one of the largest oil and gas 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 management to advance a lower-carbon world.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about Occidental’s expectations, beliefs, plans or forecasts. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue or other financial items or future financial position or sources of financing; any statements of the plans, strategies and objectives of management for future operations or business strategy; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Words such as “estimate,” “project,” “predict,” “will,” “would,” “should,” “could,” “may,” “might,” “anticipate,” “plan,” “intend,” “believe,” “expect,” “aim,” “goal,” “target,” “objective,” "commit," "advance," “likely” or similar expressions that convey the prospective nature of events or outcomes are generally indicative of forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release unless an earlier date is specified. Unless legally required, Occidental does not undertake any obligation to update, modify or withdraw any forward-looking statements as a result of new information, future events or otherwise.

Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. Actual outcomes or results may differ from anticipated results, sometimes materially. Factors that could cause results to differ from those projected or assumed in any forward-looking statement include, but are not limited to: general economic conditions, including slowdowns and recessions, domestically or internationally; Occidental’s indebtedness and other payment obligations, including the need to generate sufficient cash flows to fund operations; Occidental’s ability to successfully monetize select assets and repay or refinance debt and the impact of changes in Occidental’s credit ratings or future increases in interest rates; assumptions about energy markets; global and local commodity and commodity-futures pricing fluctuations and volatility; supply and demand considerations for, and the prices of, Occidental’s products and services; actions by the Organization of the Petroleum Exporting Countries (“OPEC”) and non-OPEC oil producing countries; results from operations and competitive conditions; future impairments of Occidental's proved and unproved oil and gas properties or equity investments, or write-downs of productive assets, causing charges to earnings; unexpected changes in costs; inflation, its impact on markets and economic activity and related monetary policy actions by governments in response to inflation; availability of capital resources, levels of capital expenditures and contractual obligations; the regulatory approval environment, including Occidental's ability to timely obtain or maintain permits or other government approvals, including those necessary for drilling and/or development projects; Occidental's ability to successfully complete, or any material delay of, field developments, expansion projects, capital expenditures, efficiency projects, acquisitions or divestitures; 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 liquids and natural gas reserves; lower-than-expected production from development projects or acquisitions; Occidental’s ability to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes and improve Occidental’s competitiveness; exploration, drilling and other operational risks; disruptions to, capacity constraints in, or other limitations on the pipeline systems that deliver Occidental’s oil and natural gas and other processing and transportation considerations; volatility in the securities, capital or credit markets, including capital market disruptions and instability of financial institutions; government actions, war (including the Russia-Ukraine war and conflicts in the Middle East) and political conditions and events; health, safety and environmental (“HSE”) risks, costs and liability under existing or future federal, regional, state, provincial, tribal, local and international HSE laws, regulations and litigation (including related to climate change or remedial actions or assessments); legislative or regulatory changes, including changes relating to hydraulic fracturing or other oil and natural gas operations, retroactive royalty or production tax regimes, and deep-water and onshore drilling and permitting regulations; Occidental's ability to recognize intended benefits from its business strategies and initiatives, such as Occidental's low-carbon ventures businesses or announced greenhouse gas emissions reduction targets or net-zero goals; potential liability resulting from pending or future litigation, government investigations and other proceedings; disruption or interruption of production or manufacturing or facility damage due to accidents, chemical releases, labor unrest, weather, power outages, natural disasters, cyber-attacks, terrorist acts or insurgent activity; the scope and duration of global or regional health pandemics or epidemics, and actions taken by government authorities and other third parties in connection therewith; the creditworthiness and performance of Occidental's counterparties, including financial institutions, operating partners and other parties; failure of risk management; Occidental’s ability to retain and hire key personnel; supply, transportation and labor constraints; reorganization or restructuring of Occidental’s operations; changes in state, federal or international tax rates; and actions by third parties that are beyond Occidental’s control.

Additional information concerning these and other factors that may cause Occidental’s results of operations and financial position to differ from expectations can be found in Occidental’s filings with the SEC, including Occidental’s Annual Report on Form 10-K for the year ended December 31, 2023, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Contacts

Media	Investors
Eric Moses	R. Jordan Tanner
713-497-2017	713-552-8811
eric_moses@oxy.com	investors@oxy.com

FAQ

How many shares of OXY stock are being offered in the secondary public offering?

CrownRock Holdings, L.P. is offering 29,560,619 shares of Occidental (OXY) common stock in the secondary public offering.

Will Occidental (OXY) receive any proceeds from this secondary offering?

No, Occidental (OXY) will not receive any proceeds from this secondary offering. All proceeds will go to the Selling Stockholder, CrownRock Holdings, L.P.

Who are the underwriters for Occidental's (OXY) secondary public offering?

J.P. Morgan, Morgan Stanley, and RBC Capital Markets are acting as the underwriters for Occidental's (OXY) secondary public offering.

When was the secondary offering of OXY stock announced?

The secondary offering of Occidental (OXY) stock was announced on August 12, 2024.