California Resources Corporation (NYSE: CRC) intends to offer $250 million of 7.000% senior unsecured notes due 2034 as additional notes to an existing $400 million series.
The Notes will be fungible with the existing series, offered to QIBs under Rule 144A and non-U.S. persons under Regulation S, and net proceeds plus cash/borrowings are intended to redeem $250 million of 8.250% notes due 2029 at a 100% redemption price plus applicable premium.
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Positive
Issuing $250 million of 7.000% senior notes due 2034
Intended redemption of $250 million 8.250% notes due 2029, reducing near-term high-coupon debt
New notes are fungible with existing $400 million series, forming a single series
Negative
Offering limited to QIBs/Reg S, restricting U.S. retail investor access
Extends debt maturity to 2034, potentially increasing long-term interest exposure
News Market Reaction – CRC
+1.93%
+1.93%Session close to close
In the Mar 11 session, CRC gained 1.93%, reflecting a mild positive market reaction.
This announcement details a $250 million private add-on to CRC’s 7.000% senior unsecured notes due 2...
Analysis
This announcement details a $250 million private add-on to CRC’s 7.000% senior unsecured notes due 2034, with proceeds earmarked to redeem $250 million of 8.250% notes due 2029 at 100% plus premium and interest. It extends a multi-year pattern of using unregistered Rule 144A/Reg S offerings to refinance existing debt and support strategic deals. Investors may watch execution of the redemption, future debt actions, and overall leverage trends following recent M&A-driven financings.
Key Figures
New notes offering:$250 millionCoupon rate:7.000%Existing 2034 notes:$400 million+3 more
6 metrics
New notes offering$250 millionAggregate principal amount of 7.000% senior unsecured notes due 2034
Coupon rate7.000%Interest rate on senior unsecured notes due 2034
Existing 2034 notes$400 millionAggregate principal amount of previously issued 7.000% Senior Notes
Redemption target$250 millionPrincipal amount of 8.250% senior unsecured notes due 2029 to be redeemed
2029 notes coupon8.250%Interest rate on senior unsecured notes due 2029
Redemption price100%Redemption price of 2029 notes plus Applicable Premium and interest
Pricing of $600M 8.250% notes to repay Aera Energy indebtedness before merger.
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 have produced mixed but generally moderate one-day moves, with both small gains and declines around announcement or pricing dates.
Recent Company History
Over the last two years, CRC has repeatedly used private offerings of senior unsecured notes to refinance legacy debt and fund M&A activity. Prior offerings in 2024 and 2025 supported the Aera and Berry transactions and related debt repayments. Price reactions ranged from a small loss of -2.58% to a gain of 5.93%, suggesting investors sometimes view these financings as routine balance sheet management. Today’s announcement continues that pattern by targeting existing 2029 notes.
Key Terms
senior unsecured notes, indenture, CUSIP, ISIN, +3 more
7 terms
senior unsecured notesfinancial
"it intends to offer and sell to eligible purchasers $250 million in aggregate principal amount of its 7.000% senior unsecured notes due 2034"
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.
indenturefinancial
"The Notes are being offered as additional notes under the indenture dated as of October 8, 2025"
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.
CUSIPtechnical
"the Notes will have the same CUSIP and ISIN numbers as, and will be fungible with, the Existing Notes"
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 with, the Existing Notes"
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.
"at a redemption price of 100% thereof, 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.
Rule 144Aregulatory
"offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act"
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.
Regulation Sregulatory
"and non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act"
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.
LONG BEACH, Calif., March 11, 2026 (GLOBE NEWSWIRE) -- California Resources Corporation (NYSE: CRC) (the “Company”) announced today that, subject to market and other conditions, it intends to offer and sell to eligible purchasers $250 million in aggregate principal amount of its 7.000% senior unsecured notes due 2034 (the “Notes”). 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 $250 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 the 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 will be 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 is CRC (NYSE: CRC) offering on March 11, 2026?
CRC is offering $250 million of 7.000% senior unsecured notes due 2034. According to the company, these are additional notes to an existing $400 million series and will be fungible with that series.
How will CRC use proceeds from the 7.000% notes offering (CRC)?
CRC intends to use net proceeds, cash on hand and/or revolving credit borrowings to redeem $250 million of 8.250% notes due 2029. According to the company, the redemption price is 100% plus the applicable premium and accrued interest.
Who can buy the CRC 7.000% notes due 2034 in this offering?
The Notes will be offered to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. According to the company, the Notes will not be registered under the Securities Act.
Will the new CRC 7.000% notes be the same series as the existing notes?
Yes, the new Notes will have substantially identical terms and will be treated as a single series with the Existing Notes. According to the company, they will vote together as a single class and be fungible upon issuance.
Is the 2029 notes redemption by CRC guaranteed or conditional?
The redemption of the 2029 notes is expected to be conditioned on completion of the offering but the offering is not contingent on the redemption. According to the company, the redemption is expected but conditioned on closing the new notes offering.
