Occidental ups tender offers to $2 billion on notes from five series

By Taylor Fox

New York, Dec. 8 – Occidental Petroleum Corp. is increasing the maximum purchase price for its cash tender offer for five series of outstanding notes to up to $2 billion from $1.5 billion, according to an 8-K filing with the Securities and Exchange Commission.

The sub-cap in the case of the 2.7% notes due 2023 has also been increased to $500 million from $150 million.

Additionally, Occidental announced that it is amending the offers and consent solicitations to condition its obligation to accept for purchase and to pay for any of the notes in the tender offers on its receipt of proceeds from an issuance of senior unsecured debt securities with an amount of at least $2 billion on terms and subject to conditions reasonably satisfactory to Occidental, an increase from the previously announced condition requiring an issuance of senior unsecured debt securities with an amount of at least $1.5 billion

As previously reported, the notes included in the offer, listed in order of acceptance priority level, are:

• $35,095,000 outstanding of 2.6% senior notes due 2021 (Cusip: 674599CU7) for a total consideration of $1,012.50 per $1,000 of notes tendered;

• $813.69 million outstanding of 3 1/8% senior notes due 2022 (Cusip: 674599CC7) for a total consideration of $1,017.50 per $1,000 of notes tendered;

• $228,645,000 outstanding of 2.6% senior notes due 2022 (Cusip: 674599CK9) for a total consideration of $1,005 per $1,000 of notes tendered;

• $1,898,445,000 outstanding of 2.7% senior notes due 2022 (Cusip: 674599CP8) for a total consideration of $1,012.50 per $1,000 of notes tendered; and

• $1,139,042,000 outstanding of 2.7% senior notes due 2023 (Cusip: 674599CE3) for a total consideration of $995 per $1,000 of notes tendered.

In each case, the total consideration includes an early tender premium of $50 per $1,000 of notes tendered that will be paid only to holders who tender notes prior to the early tender deadline, 5 p.m. ET on Dec. 18.

Occidental intends to fund the tender offers with proceeds from a concurrent registered offering of senior unsecured notes.

Occidental is also soliciting consents from the holders of the notes for proposed amendments that would, among other things, eliminate certain restrictive covenants contained in the indentures governing the subject notes.

Adoption of the proposed amendments with respect to each such series of subject notes requires the requisite consent applicable to each such series of subject notes.

The offers are conditioned upon the satisfaction or waiver of conditions set forth in the offer to purchase.

The offers will expire at 11:59 p.m. ET on Jan. 5.

RBC Capital Markets, LLC (877 381-2099, 212 618-7843), J.P. Morgan Securities LLC (866 834-4666, 212 834-2045), Barclays Capital Inc. (800 438-3242, 212 528-7581), HSBC Securities (USA) Inc. (888 4722-456, 212 525-5552) and SG Americas Securities, LLC (855 881-2108, 212 278-7886) are the lead dealer managers and lead solicitation agents.

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

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

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