California Resources Corporation (NYSE: CRC) priced an upsized private offering of $350 million aggregate principal of 7.000% senior unsecured notes due January 15, 2034, at 100.500% of par. The offering was increased from $250 million and is expected to close on March 23, 2026.
The Notes pay semi‑annual interest on January 15 and July 15 (first payment July 15, 2026), will be fungible with the company’s existing $400 million 7.000% notes, and the company intends to use proceeds to fund the redemption of $350 million of 8.250% notes due 2029.
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Positive
Upsized offering increased to $350 million from $250 million
Lower coupon swap replacing $350M of 8.250% 2029 notes with 7.000% 2034 notes
Creates single series fungible with existing $400M 7.000% notes (combined $750M)
Negative
Notes are unregistered (Rule 144A/Reg S), limiting U.S. retail liquidity
Redemption of 2029 notes is conditioned on closing of the offering and may not occur
News Market Reaction – CRC
-1.13%
-1.13%Session close to close
In the Mar 12 session, CRC declined 1.13%, reflecting a mild negative market reaction.
This announcement details an upsized $350 million private offering of 7.000% senior unsecured notes ...
Analysis
This announcement details an upsized $350 million private offering of 7.000% senior unsecured notes due 2034, issued as fungible with existing 2034 notes and earmarked to redeem $350 million of 8.250% notes due 2029. It extends CRC’s pattern of using private debt markets to refinance and reshape its maturity profile. Investors may watch future filings, additional refinancing steps, and execution on operating guidance when assessing longer-term implications.
Key Figures
New notes size:$350 millionCoupon rate:7.000% per yearIssue price:100.500% of par+5 more
8 metrics
New notes size$350 millionUpsized private offering of 7.000% senior unsecured notes due 2034
Coupon rate7.000% per yearInterest rate on new 2034 senior unsecured notes
Issue price100.500% of parPricing of new 2034 notes, plus accrued interest from Oct 8, 2025
Existing 2034 notes$400 millionPreviously issued 7.000% senior notes under same indenture
Redeemed notes$350 millionPlanned redemption of 8.250% senior unsecured notes due 2029
Redeemed coupon8.250% per yearInterest rate on 2029 notes targeted for redemption
Maturity dateJanuary 15, 2034Maturity of the new 7.000% senior unsecured notes
First interest paymentJuly 15, 2026Initial semi-annual interest payment date on new notes
Priced $600M upsized 8.250% senior unsecured notes due 2029.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Pattern Detected
Past private offerings generally produced modest price moves around breakeven, suggesting today’s sharper decline is larger than typical for this tag.
Recent Company History
Over the last several quarters, California Resources Corporation has repeatedly used private note offerings to refinance debt and fund combinations, including upsized issues in May 2024 and August 2024, and a $400 million 7.000% 2034 issue in September 2025. Alongside these capital structure actions, recent history includes the Berry combination and strong 2025 results. Today’s upsized 2034 notes offering continues this balance sheet-focused pattern.
Key Terms
senior unsecured notes, indenture, CUSIP, ISIN, +3 more
7 terms
senior unsecured notesfinancial
"its 7.000% senior unsecured notes due 2034 (the “Notes”)."
Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.
indentureregulatory
"under the indenture dated as of October 8, 2025, as may be supplemented"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
CUSIPfinancial
"the Notes will have the same CUSIP and ISIN numbers as, and will be fungible"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
"the Notes will have the same CUSIP and ISIN numbers as, and will be fungible"
A 12-character International Securities Identification Number (ISIN) is a unique code that acts like a passport for a specific stock, bond or other tradable security so it can be identified worldwide. Investors and systems use it to ensure they are buying, selling and tracking the exact same instrument across exchanges and data feeds, which prevents costly mix-ups and makes portfolio reporting, settlement and regulatory checks simpler and more reliable.
"Notes offered pursuant to Regulation S under the Securities Act of 1933"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
Rule 144Aregulatory
"buyers in reliance on Rule 144A under the Securities Act and non-U.S. persons"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Applicable Premiumfinancial
"plus the Applicable Premium (as defined in the indenture governing the 2029 Notes)"
Applicable premium is the extra amount per share an acquirer offers above the current market price to persuade shareholders to sell, often used in takeover bids or buyouts. Think of it as the bonus a buyer pays to convince owners to give up control — it matters to investors because it determines immediate cash value of shares in a deal and signals how much a buyer values the company relative to its trading price.
LONG BEACH, Calif., March 11, 2026 (GLOBE NEWSWIRE) -- California Resources Corporation (NYSE: CRC) (the “Company”) announced today the pricing of an upsized private offering of $350 million in aggregate principal amount of its 7.000% senior unsecured notes due 2034 (the “Notes”). The offering size was increased from the previously announced $250 million aggregate principal amount. The Notes were priced at 100.500% of par, plus accrued and unpaid interest from October 8, 2025. The Notes will mature on January 15, 2034, pay interest at the rate of 7.000% per year and are payable semi-annually on January 15 and July 15 of each year. The first interest payment will be made on July 15, 2026. The Offering is expected to close on March 23, 2026, subject to customary closing conditions.
The Notes are being offered as additional notes under the indenture dated as of October 8, 2025, as may be supplemented from time to time (the “Indenture”), pursuant to which the Company previously issued $400 million aggregate principal amount of 7.000% Senior Notes (the “Existing Notes”). The Notes will have substantially identical terms, other than the issue date and issue price, as the Existing Notes, and the Notes and the Existing Notes will be treated as a single series of securities under the Indenture and will vote together as a single class. Except with respect to Notes offered pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), the Notes will have the same CUSIP and ISIN numbers as, and will be fungible with, the Existing Notes immediately upon issuance.
The Company intends to use the net proceeds from this offering, together with cash on hand and/or borrowings under its revolving credit facility, to fund the redemption of $350 million in aggregate principal amount of its 8.250% senior unsecured notes due 2029 (the “2029 Notes”) at a redemption price of 100% thereof, plus the Applicable Premium (as defined in the indenture governing the 2029 Notes) as of, and accrued and unpaid interest to, but excluding, the date of redemption. The redemption of the 2029 Notes is expected to be conditioned on the completion of the offering of the Notes. The offering of the Notes is not contingent upon completion of such redemption.
The Notes have not been, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the rules promulgated thereunder and applicable state securities laws. The Notes were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.
This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any Notes, nor shall there be any offer, solicitation or sale of Notes 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. Additionally, this press release shall not constitute a notice of redemption under the indenture governing the 2029 Notes.
Forward-Looking Statement Disclosure
All statements, except for statements of historical fact, made in this release regarding activities, events or developments the Company expects, believes or anticipates will or may occur in the future, such as statements regarding the proposed offering and the intended use of proceeds, including the partial redemption of the 2029 Notes, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements speak only as of the date of this release. Although the Company believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Except as required by law, the Company expressly disclaims any obligation to and does not intend to publicly update or revise any forward-looking statements.
The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties incident to the Company’s business, most of which are difficult to predict and many of which are beyond the Company’s control. These risks include, but are not limited to, the risks described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
About California Resources Corporation
California Resources Corporation (CRC) is an independent energy and carbon management company advancing the energy transition. CRC is committed to environmental stewardship while safely providing local, responsibly sourced energy. CRC is also focused on maximizing the value of its land, mineral ownership, and energy expertise for decarbonization by developing carbon capture and storage and other emissions-reducing projects.
Daniel Juck CRC Investor Relations 818-661-3700 CRC_IR@crc.com
FAQ
What did CRC (NYSE: CRC) price in the March 11, 2026 offering?
CRC priced an upsized private offering of $350 million of 7.000% senior unsecured notes due January 15, 2034. According to the company, the Notes were priced at 100.500% of par, pay semiannual interest, and are expected to close March 23, 2026.
How will CRC use proceeds from the $350 million 7.000% notes offering (CRC)?
CRC intends to use net proceeds, cash on hand, and/or revolver borrowings to fund redemption of $350 million of 8.250% notes due 2029. According to the company, the redemption is conditioned on completion of the offering and will include the applicable premium and accrued interest.
Are the new CRC 7.000% notes fungible with existing notes and what is the combined size?
The new Notes will be treated as a single series and will be fungible with the existing $400 million 7.000% notes. According to the company, post-issuance the combined series will total $750 million in aggregate principal.
When does CRC expect the offering to close and when is the first interest payment?
The offering is expected to close on March 23, 2026, subject to customary closing conditions. According to the company, the Notes pay interest semiannually and the first interest payment will be made July 15, 2026.
Can U.S. retail investors buy the CRC 7.000% notes priced March 11, 2026?
No, the Notes were not and will not be registered under the Securities Act and were offered only to qualified institutional buyers and non-U.S. persons. According to the company, offers and sales in the U.S. require an applicable exemption such as Rule 144A.
What are the key terms of CRC’s 7.000% senior unsecured notes due 2034?
The Notes mature January 15, 2034, bear interest at 7.000% per year, and pay interest semiannually on January 15 and July 15. According to the company, they were issued at 100.500% of par and accrue interest from October 8, 2025.
