Occidental gives final results, sees $95,000 of additional tenders

By Wendy Van Sickle

Columbus, Ohio, Sept. 10 – Occidental Petroleum Corp. took in an additional $95,000 principal amount of its 4.1% notes due 2021 after the early deadline and prior the final deadline in its tender offer for eight series of notes, according to a news release Thursday.

No other additional tenders were received after the early deadline.

The tender expired at 11:59 p.m. ET on Sept. 9.

The company announced the tender for up to $3 billion from the eight series of notes on Aug. 12.

Early results

As of the early tender deadline, 5 p.m. ET on Aug. 28, for the five series of notes listed below the respective amounts below had been tendered for each series of notes listed in priority order with the total consideration, starting with priority level four:

• $447,909,000 tendered of the $1.5 billion of floating-rate notes due August 2022 (Cusip: 674599CQ6) for a total consideration of $960 per $1,000 of notes (earlier revised from priority acceptance level seven), all of which were accepted;

• $171,355,000 tendered of the $400 million of 2.6% senior notes due 2022 (Cusip: 674599CK9) for a total consideration of $987.50 per $1,000 of notes, all of which were accepted;

• $1,187,901,000 tendered of the $2 billion of 2.7% senior notes due 2022 (Cusip: 674599CP8) for a total consideration of $992.50 per $1,000 of notes, $101,550,000 or 8.6% of which were accepted;

• $493,426,000 tendered of the $813.69 million of 3 1/8% senior notes due 2022 (Cusip: 674599CC7) for a total consideration of $1,000 per $1,000 of notes (earlier revised from priority acceptance level four), none of which were accepted;

• $530,005,000 of the $1,190,720,000 of 2.7% senior notes due 2023 (Cusip: 674599CE3) for a total consideration of $967.50 per $1,000 of notes, $51,678,000 or 9.8% of which were accepted.

Holders will also receive accrued interest.

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

The maximum purchase price to be paid by Occidental for the 2022 notes, excluding accrued interest, was limited to $700 million (upsized from an initial $200 million), and the maximum purchase price for the 2.7% 2023 notes, excluding accrued interest, was limited to $50 million.

Acceptance for tenders of notes is subject to proration.

2021 notes early results

All early tendered notes with 2021 maturities were accepted for purchase, purchased on Aug. 27 and subsequently canceled.

The following principal amounts of notes were tendered by the early deadline for the three series of notes listed below:

• $138,555,000 of the $305,294,000 of 4.1% senior notes due 2021 (Cusip: 674599BY0) for a total consideration of $1,007.50 per $1,000 of notes;

• $1,099,276,000 of the $1,449,371,000 2.6% senior notes due 2021 (Cusip: 674599CU7) for a total consideration of $1,005 per $1,000 of notes; and

• $122,523,000 of the $500 million floating-rate notes due August 2021 (Cusip: 674599CV5) for a total consideration of $980 per $1,000 of notes.

The total considerations included an early tender premium of $50 per $1,000 face amount of notes which was paid with interest on the early settlement date.

Amendments

As previously reported, the company amended its tender offer and extended some of the deadlines.

The company modified the priority orders for the floating-rate August 2022 notes and 3 1/8% 2022 notes.

Occidental also extended the time by which holders of the 2022 notes and the 2.7% 2023 notes must validly tender and not validly revoke such notes in order to be eligible to receive the applicable early tender premium to 5 p.m. ET on Aug. 28 from 5 p.m. ET on Aug. 25. The withdrawal deadline was also pushed back to 5 p.m. ET on Aug. 28 from 5 p.m. ET on Aug. 25.

The acceptance priority level for notes that are not floating-rate August 2022 notes or 3 1/8% 2022 notes were not amended.

The tender offer was being offered with related consent solicitations.

The tender offer was doubled from an initial $1.5 billion.

Consent solicitation

As part of the tender offers, Occidental was also soliciting consents from the holders of the 2.6% 2021 notes, floating-rate August 2021 notes, 3 1/8% 2022 notes, 2.6% 2022 notes, 2.7% 2022 notes, floating-rate August 2022 notes and 2.7% 2023 notes for certain proposed amendments that would, among other things, remove some covenants contained in the indentures governing the consent notes.

Each holder tendering consent notes under the tender offers must also deliver a consent to the proposed amendments. Holders may not deliver consents without also tendering their consent notes.

The tender offers are not conditioned on the tender of any minimum principal amount of notes, the consummation of any other tender offer or obtaining any requisite consent. However, Occidental’s obligation to accept for purchase tendered notes 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 $2.95 billion, higher than the initially announced $1,475,000,000.

Further details

Noteholders who tendered their notes after the early tender deadline will not receive the early tender premium.

Settlement is expected for the second business day after the expiration date.

The lead dealer managers and lead solicitation agents are J.P. Morgan Securities LLC (866 834-4666, 212 834-2045), RBC Capital Markets, LLC (877 381-2099, 212 618-7843), MUFG Securities Americas Inc. (877 744-4532, 212 405-7481) and SMBC Nikko Securities America, Inc. (888 868-6856, 212 224-5328).

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

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

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