Occidental (NYSE: OXY) today announced the tender results of its
offers to purchase for cash (each, an “Offer” and collectively, the
“Offers”) its outstanding notes listed in the tables below (the
“Notes,” and each, a “Series” of Notes) in three separate pools
(each, a “Pool”). The Offers were made on the terms and subject to
the conditions set forth in the Offer to Purchase dated May 16,
2022 (the “Offer to Purchase”). In connection therewith, Occidental
further announced that it is increasing (a) the maximum aggregate
purchase price of the Pool 1 Notes (as defined below) it will
accept for purchase, excluding accrued but unpaid interest (as
amended herein, the “Pool 1 Maximum Purchase Price”), from the
previously announced amount of $700,000,000 to $725,000,000; (b)
the maximum aggregate purchase price of the Pool 2 Notes (as
defined below) it will accept for purchase, excluding accrued but
unpaid interest (as amended herein, the “Pool 2 Maximum Purchase
Price”), from the previously announced amount of $650,000,000 to
$790,000,000; and (c) the maximum aggregate purchase price of the
Pool 3 Notes (as defined below) it will accept for purchase,
excluding accrued but unpaid interest (as amended herein, the “Pool
3 Maximum Purchase Price”), from the previously announced amount of
$650,000,000 to $2,250,000,000. Capitalized terms used in this
release but not otherwise defined have the meaning given in the
Offer to Purchase.
The Offers expired at 5:00 p.m., New York City time, on May 20,
2022 (such time and date, the “Expiration Time”).
According to the information received from Global Bondholder
Services Corporation, the Tender Agent and Information Agent for
the Offers, as of the Expiration Time, Occidental had received, and
informed Global Bondholder Services Corporation it had accepted,
valid tenders from holders of the Notes (“Holders”) as outlined in
each table below. Each table below also sets forth the aggregate
principal amount of Notes reflected in Notices of Guaranteed
Delivery (as defined in the Offer to Purchase) delivered at or
prior to the Expiration Time pursuant to the Offer to Purchase and
the Notice of Guaranteed Delivery that Occidental intends to
accept, subject to the applicable Holders complying with the
Guaranteed Delivery Procedures (as defined in the Offer to
Purchase). Approximately $4.6 billion aggregate principal amount of
Notes were validly tendered and not validly withdrawn at or prior
to the Expiration Time or are expected to be delivered pursuant to
the Guaranteed Delivery Procedures as shown below.
Notes of the Series listed below (the
“Pool 1 Notes” and, collectively,
“Pool 1”): |
Series of Notes |
|
CUSIP/ISIN |
|
Principal AmountOutstanding
($) |
|
AcceptancePriority Level(1) |
|
AggregatePrincipal
AmountTendered
($)(2) |
|
AggregatePrincipal AmountAccepted
forPurchase
($)(2) |
|
AggregatePrincipal AmountReflected inNotices
ofGuaranteedDelivery ($) |
|
AggregatePurchase
Price(3)($) |
|
|
|
|
|
|
|
|
|
|
|
|
3.200% SeniorNotes due 2026 |
|
674599CR4 /US674599CR48 |
|
$597,609,000 |
|
1 |
|
$405,709,000 |
|
$405,709,000 |
|
$3,328,000 |
|
$397,788,482.50 |
|
|
|
|
|
|
|
|
|
|
|
|
3.400% SeniorNotes due 2026 |
|
674599CH6 /US674599CH65 |
|
$634,458,000 |
|
2 |
|
$323,902,000 |
|
$323,902,000 |
|
$8,281,000 |
|
$326,369,797.50 |
|
|
andNotes of the Series listed below
(the “Pool 2 Notes” and,
collectively, “Pool
2”): |
Series of Notes |
|
CUSIP/ISIN |
|
Principal AmountOutstanding
($) |
|
AcceptancePriority Level(1) |
|
AggregatePrincipal
AmountTendered
($)(2) |
|
AggregatePrincipal AmountAccepted
forPurchase
($)(2) |
|
AggregatePrincipal AmountReflected inNotices
ofGuaranteedDelivery ($) |
|
AggregatePurchase
Price(3)($) |
|
|
|
|
|
|
|
|
|
|
|
|
3.000% SeniorNotes due 2027 |
|
674599CM5 /US674599CM50 |
|
$477,182,000 |
|
1 |
|
$261,051,000 |
|
$261,051,000 |
|
$6,170,000 |
|
$255,864,107.50 |
|
|
|
|
|
|
|
|
|
|
|
|
3.500% SeniorNotes due 2029 |
|
674599CS2 /US674599CS21 |
|
$761,697,000 |
|
2 |
|
$454,649,000 |
|
$454,649,000 |
|
$98,818,000 |
|
$532,711,987.50 |
andNotes of the Series listed below
(the “Pool 3 Notes” and,
collectively, “Pool
3”): |
Series of Notes |
|
CUSIP/ISIN |
|
Principal AmountOutstanding
($) |
|
AcceptancePriority Level(1) |
|
AggregatePrincipal
AmountTendered
($)(2) |
|
AggregatePrincipal AmountAccepted
forPurchase
($)(2) |
|
AggregatePrincipal AmountReflected inNotices
ofGuaranteedDelivery ($) |
|
AggregatePurchase
Price(3)($) |
|
|
|
|
|
|
|
|
|
|
|
|
4.100% SeniorNotes due 2047 |
|
674599CL7 /US674599CL77 |
|
$524,112,000 |
|
1 |
|
$243,616,000 |
|
$243,616,000 |
|
$20,796,000 |
|
$230,038,440.00 |
|
|
|
|
|
|
|
|
|
|
|
|
4.200% SeniorNotes due 2048 |
|
674599CN3 /US674599CN34 |
|
$697,662,000 |
|
2 |
|
$388,532,000 |
|
$388,532,000 |
|
$9,376,000 |
|
$346,179,960.00 |
|
|
|
|
|
|
|
|
|
|
|
|
4.400% SeniorNotes due 2049 |
|
674599CY9 /US674599CY98 |
|
$479,012,000 |
|
3 |
|
$196,329,000 |
|
$196,329,000 |
|
$5,463,000 |
|
$177,576,960.00 |
|
|
|
|
|
|
|
|
|
|
|
|
4.500% SeniorNotes due 2044 |
|
674599DK8 /US674599DK85 |
|
$395,513,000 |
|
4 |
|
$197,315,000 |
|
$197,315,000 |
|
— |
|
$176,596,925.00 |
|
|
|
|
|
|
|
|
|
|
|
|
4.300% SeniorNotes due 2039 |
|
674599CX1 /US674599CX16 |
|
$540,707,000 |
|
5 |
|
$278,228,000 |
|
$278,228,000 |
|
$6,349,000 |
|
$254,696,415.00 |
|
|
|
|
|
|
|
|
|
|
|
|
4.400% SeniorNotes due 2046 |
|
674599CJ2 /US674599CJ22 |
|
$641,851,000 |
|
6 |
|
$217,914,000 |
|
$217,914,000 |
|
$2,490,000 |
|
$197,261,580.00 |
|
|
|
|
|
|
|
|
|
|
|
|
4.625% SeniorNotes due 2045 |
|
674599CF0 /US674599CF00 |
|
$448,749,000 |
|
7 |
|
$110,302,000 |
|
$110,302,000 |
|
$30,329,000 |
|
$127,271,055.00 |
|
|
|
|
|
|
|
|
|
|
|
|
Zero Coupon SeniorNotes due 2036 |
|
674599DG7 /US674599DG73 |
|
$2,263,260,000 |
|
8 |
|
$1,334,860,000 |
|
$1,334,860,000 |
|
$105,000 |
|
$717,543,687.50 |
|
(1) |
The Acceptance Priority Levels will operate concurrently but
separately with respect to the Pool 1 Notes, the Pool 2 Notes and
the Pool 3 Notes. Subject to the satisfaction or waiver of the
conditions of the Offers described in the Offer to Purchase, if the
Pool 1 Maximum Consideration Condition, the Pool 2 Maximum
Consideration Condition or the Pool 3 Maximum Consideration
Condition, as applicable, is not satisfied with respect to every
Series of Pool 1 Notes, Pool 2 Notes or Pool 3 Notes, as
applicable, Occidental will accept the Pool 1 Notes, the Pool 2
Notes and the Pool 3 Notes for purchase in the order of their
respective Acceptance Priority Level specified in the tables above
(each, an “Acceptance Priority Level,” with 1 being the highest
Acceptance Priority Level for each of the Pools and 10, 9 and 9
being the lowest Acceptance Priority Level with respect to the Pool
1 Notes, the Pool 2 Notes and the Pool 3 Notes, respectively). It
is possible that a Series of Notes with a particular Acceptance
Priority Level will not be accepted for purchase even if one or
more Series with a higher or lower Acceptance Priority Level in
such Pool are accepted for purchase. If any Series of Notes is
accepted for purchase pursuant to the Offers, all Notes of that
Series that are validly tendered will be accepted for purchase. No
Series of Notes will be subject to proration. |
|
|
|
|
|
|
(2) |
The amounts exclude the principal
amount of Notes with respect to which Holders have complied with
the Guaranteed Delivery Procedures. These Notes remain subject to
the Guaranteed Delivery Procedures. Notes tendered pursuant to the
Guaranteed Delivery Procedures are required to be tendered at or
prior to 5:00 p.m., New York City time, on May 24, 2022. |
|
|
|
|
|
|
(3) |
Exclusive of any accrued and
unpaid interest, which will be paid in addition to the Purchase
Price, from, and including, the last interest payment date for the
relevant Series of Notes up to, but excluding, the Settlement Date
(as defined below) (“Accrued Interest”). Assumes all Notes subject
to the Guaranteed Delivery Procedures are properly tendered and
accepted. |
|
|
|
|
|
Occidental’s obligation to complete an Offer with respect to a
particular Series of Pool 1 Notes validly tendered is conditioned
on the aggregate Purchase Price for the Offers, excluding the
Accrued Interest with respect to each Series of Notes (the
“Aggregate Purchase Price”) with respect to the Pool 1 Notes, not
exceeding the Pool 1 Maximum Purchase Price, and on the Pool 1
Maximum Purchase Price being sufficient to pay the Aggregate
Purchase Price for all validly tendered Notes of such Series (after
paying the Pool 1 Aggregate Purchase Price for all validly tendered
Pool 1 Notes that have a higher Acceptance Priority Level) (the
“Pool 1 Maximum Consideration Condition”).
Occidental’s obligation to complete an Offer with respect to a
particular Series of Pool 2 Notes validly tendered is conditioned
on the Aggregate Purchase Price for the Offers with respect to the
Pool 2 Notes not exceeding the Pool 2 Maximum Purchase Price, and
on the Pool 2 Maximum Purchase Price being sufficient to pay the
Pool 2 Aggregate Purchase Price for all validly tendered Notes of
such Series (after paying the Pool 2 Aggregate Purchase Price for
all validly tendered Pool 2 Notes that have a higher Acceptance
Priority Level) (the “Pool 2 Maximum Consideration Condition”).
Occidental’s obligation to complete an Offer with respect to a
particular Series of Pool 3 Notes validly tendered is conditioned
on the Aggregate Purchase Price for the Offers with respect to the
Pool 3 Notes not exceeding the Pool 3 Maximum Purchase Price, and
on the Pool 3 Maximum Purchase Price being sufficient to pay the
Pool 3 Aggregate Purchase Price for all validly tendered Notes of
such Series (after paying the Pool 3 Aggregate Purchase Price for
all validly tendered Pool 3 Notes that have a higher Acceptance
Priority Level) (the “Pool 3 Maximum Consideration Condition”).
The purchase of all Pool 1 Notes validly tendered and not
validly withdrawn in the Tender Offers (including those anticipated
to be tendered pursuant to the Guaranteed Delivery Procedures)
would cause the Pool 1 Maximum Consideration Condition to not be
satisfied with respect to all Offers for the Pool 1 Notes.
Accordingly, in accordance with the Pool 1 Maximum Consideration
Condition, Occidental has accepted for purchase the 3.200% Senior
Notes due 2026 and the 3.400% Senior Notes due 2026, and has not
accepted for purchase any of the 3.500% Senior Notes due 2025,
5.50% Senior Notes due 2025, 5.875% Senior Notes due 2025, 2.900%
Senior Notes due 2024, 2.70% Senior Notes due 2023, 3.450% Senior
Notes due 2024, 6.950% Senior Notes due 2024 or 8.000% Senior Notes
due 2025.
The purchase of all Pool 2 Notes validly tendered and not
validly withdrawn in the Tender Offers (including those anticipated
to be tendered pursuant to the Guaranteed Delivery Procedures)
would cause the Pool 2 Maximum Consideration Condition to not be
satisfied with respect to all Offers for the Pool 2 Notes.
Accordingly, in accordance with the Pool 2 Maximum Consideration
Condition, Occidental has accepted for purchase the 3.000% Senior
Notes due 2027 and the 3.500% Senior Notes due 2029, and has not
accepted for purchase any of the 5.550% Senior Notes due 2026,
6.375% Senior Notes due 2028, 6.125% Senior Notes due 2031, 7.150%
Debentures due 2028, 7.20% Senior Debentures due 2028, 6.625%
Debentures due 2030 or 7.500% Debentures due 2026.
The purchase of all Pool 3 Notes validly tendered and not
validly withdrawn in the Tender Offers (including those anticipated
to be tendered pursuant to the Guaranteed Delivery Procedures)
would cause the Pool 3 Maximum Consideration Condition to not be
satisfied with respect to all Offers for the Pool 3 Notes.
Accordingly, in accordance with the Pool 3 Maximum Consideration
Condition, Occidental has accepted for purchase the Zero Coupon
Senior Notes due 2036 and all Pool 3 Notes with a higher Acceptance
Priority Level, and has not accepted for purchase any of the 6.200%
Senior Notes due 2040.
Settlement for Notes (i) validly tendered and not validly
withdrawn at or prior to the Expiration Time or delivered pursuant
to the Guaranteed Delivery Procedures and (ii) accepted for
purchase pursuant to the Offers will be on May 26, 2022 (the
“Settlement Date”). Holders of such Notes will receive the
applicable Purchase Price for each Series of Notes as set forth in
the tables above, together with accrued but unpaid interest on such
Notes from the last interest payment date with respect to such
Notes to, but not including, the Settlement Date. For the avoidance
of doubt, Accrued Interest will cease to accrue on the Settlement
Date for all Notes accepted in the Offers.
TD Securities (USA) LLC, BofA Securities, Inc., HSBC Securities
(USA) Inc., J.P. Morgan Securities LLC and MUFG Securities Americas
Inc. are the lead Dealer Managers in the Offers. Global Bondholder
Services Corporation has been retained to serve as the Tender Agent
and Information Agent for the Offers. Copies of the Offer to
Purchase are available at https://www.gbsc-usa.com/oxy/. Persons
with questions regarding the Offers should contact TD Securities
(USA) LLC, 1 Vanderbilt Avenue, 11th Floor, New York, NY 10017,
Attn: Liability Management Group; Toll Free: (866) 584-2096,
Collect: (212) 827-7795 Email: LM@tdsecurities.com; BofA
Securities, Inc., 620 South Tryon Street, 20th Floor, Charlotte,
North Carolina 28255, Attn: Debt Advisory, Toll Free: (888)
292-0070, Collect: (980) 388-3646, Email: debt_advisory@bofa.com;
HSBC Securities (USA) Inc., 452 Fifth Avenue New York, NY 10018,
Attn: Liability Management Group Toll Free: (888) HSBC-4LM,
Collect: (212) 525-5552 Email: lmamericas@us.hsbc.com; J.P. Morgan
Securities LLC 383 Madison Avenue, New York, New York 10179 Attn:
Liability Management Group, Toll Free: (866) 834-4666, Collect:
(212) 834-3822; and MUFG Securities Americas Inc., 1221 Avenue of
the Americas, 6th Floor, New York, New York 10020, Attn: Liability
Management, Toll Free: (877) 744-4532, Collect: (212) 405-7481
Email: LM@us.sc.mufg.jp.
None of Occidental, the Dealer Managers, the Tender Agent and
Information Agent, the trustee under the indentures governing the
Notes or any of their respective affiliates made any recommendation
as to whether Holders should have participated in the Offers.
Holders had to make their own decision as to whether to partake in
the Offers and, if so, the principal amount of Notes as to which
action was to be taken.
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 any securities. The
Offers 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 Offers were required to be made by a
licensed broker or dealer, the 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 assets
primarily in the United States, the Middle East and North Africa.
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 management to advance a
lower-carbon world. Visit oxy.com for more information.
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
results to differ from those projected or assumed in any
forward-looking statement include, but are not limited to: the
scope and duration of the COVID-19 pandemic and ongoing 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 and repay or refinance debt and the impact of changes in our
credit ratings; assumptions about energy markets; global and local
commodity and commodity-futures pricing fluctuations; supply and
demand considerations for, and the prices of, our 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
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 liquids and natural gas 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; inflation; governmental actions, war
(including the Russia-Ukraine war) 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,
deep-water and onshore drilling and permitting regulations and
environmental regulation (including regulations related to climate
change); environmental risks and liability under federal, regional,
state, provincial, tribal, local and international environmental
laws and regulations (including remedial actions); our ability to
recognize intended benefits from our business strategies and
initiatives, such as our low carbon ventures businesses or
announced greenhouse gas emissions reduction targets or net-zero
goals; 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, power outages, 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; supply,
transportation and labor constraints; reorganization or
restructuring of our operations; changes in state, federal or
international 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,”
“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 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, 2021.
-0-
Contacts
Media |
|
Investors |
Eric Moses713-497-2017eric_
moses@oxy.com |
|
Jeff
Alvarez713-215-7864jeff_alvarez@oxy.com |
Occidental Petroleum (NYSE:OXY)
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