Occidental gives early tender, consent results for 2021, 2022 notes

Chicago, July 9 – Occidental Petroleum Corp. gave the early tender results in its cash tender offers and consent solicitations for $2 billion of nine series of notes due 2021 and 2022, previously launched at up to $1.5 billion, according to a press release.

Of the following notes included in the tender offers, the following amounts have been tendered and accepted for purchase as of the early tender deadline of 5 p.m. ET on July 9:

• $943,483,000 of the $1,248,777,000 of 4.1% senior notes due 2021 (Cusip: 674599BY0) for a total consideration of $1,005 per $1,000 of notes;

• $472,904,000 of the $500 million of floating-rate notes due February 2021 (Cusip: 674599CT0) for a total consideration of $990 per $1,000 of notes;

• $529,771,000 of the $653,019,000 of 4.85% senior notes due 2021 (Cusip: 674599CZ6) for a total consideration of $1,007.50 per $1,000 of notes;

• $50,629,000 of the $946,194,000 tendered (partial acceptance) of the $1.5 billion of 2.6% senior notes due 2021 (Cusip: 674599CU7) for a total consideration of $985 per $1,000 of notes;

• None of the $187,974,000 of the $500 million of floating-rate notes due August 2021 (Cusip: 674599CV5) for a total consideration of $970 per $1,000 of notes;

• None of the $412,430,000 of the $813.69 million of 3 1/8% senior notes due 2022 (Cusip: 674599CC7) for a total consideration of $985 per $1,000 of notes;

• None of the $219,486,000 of the $400 million of 2.6% senior notes due 2022 (Cusip: 674599CK9) for a total consideration of $975 per $1,000 of notes;

• None of the $1,023,087,000 of the $2 billion of 2.7% senior notes due 2022 (Cusip: 674599CP8) for a total consideration of $970 per $1,000 of notes; and

• None of the $444,263,000 of the $1.5 billion of floating-rate notes due August 2022 (Cusip: 674599CQ6) for a total consideration of $935 per $1,000 of notes.

The total consideration for each series of notes includes an early tender premium of $50 per $1,000 of notes.

Holders who tendered their notes by the early tender time are eligible to receive the early tender premium.

Holders will also receive accrued interest.

The maximum amount of notes due 2022 to be purchased under the offers was limited to $250 million.

Tendered notes accepted for purchase are subject to pro ration, as in the case of the 2.6% senior notes due 2021.

The tender offers expire at 11:59 p.m. ET on July 23.

Currently noteholders who submit tenders after the early tender deadline will not have their notes accepted for purchase unless Occidental increases the maximum aggregate purchase price.

Early settlement is expected for July 13.

Consents

As part of the tender offers, Occidental also solicited consents from noteholders for some proposed amendments that would, among other things, remove some covenants and events of default contained in the indentures governing the notes.

Adoption of the proposed amendments for each series required the requisite consent applicable to each series.

Each holder tendering notes under the tender offers was also required to deliver consents and will be deemed to have done so. Holders may not deliver consents without also tendering their notes.

As of the early tender deadline holders of $943,483,000 aggregate principal amount of the 4.1% 2021 notes, representing approximately 75.55% of the outstanding 4.1% 2021 notes, and $472,904,000 aggregate principal amount of the floating-rate February 2021 notes and $529,771,000 aggregate principal amount of the 4.85% 2021 notes, representing approximately 86.96% of the outstanding floating-rate February 2021 notes taken together as a single class, had validly tendered their notes and consented and the respective amendments will be effected.

Requisite consents on the other series of notes were not obtained and the indenture governing the notes will remain in effect.

The tender offers are not conditioned on the tender of any minimum principal amount of notes of any series or on the delivery of a number of consents required to amend the indenture with respect to any series of notes. However, Occidental’s obligation to accept for purchase and to pay for any of the notes in the tender offers is subject to the satisfaction or waiver of a number of conditions, including the completion by Occidental of a registered offering of senior debt securities that results in net proceeds of at least $1.95 billion, increased from $1.475 billion.

To that end, Occidental priced $2 billion of bonds in three tranches on June 26 in an offering that will settle on July 13, according to an FWP filing with the Securities and Exchange Commission.

The lead dealer managers and lead solicitation agents are Citigroup Global Markets Inc. (800 558-3745 toll free or 212 723-6106 collect), J.P. Morgan Securities LLC (866 834-4666 toll free or 212 834-2045 collect), RBC Capital Markets, LLC (877 381-2099 or 212 618-7843 collect) and Wells Fargo Securities, LLC (866 309-6316 toll free or 704 410-4756 collect).

The tender agent and information agent is Global Bondholder Services Corp. (212 430-3774 for banks and brokers, 866 807-2200 toll free or contact@gbsc-usa.com).

Occidental is a Houston oil and gas, chemical and midstream company.

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