California Resources (NYSE: CRC) eyes $550M 2035 notes to redeem 2029 issue
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
California Resources Corporation plans a private offering of $550 million of senior unsecured notes due 2035. The company intends to use the proceeds, with its credit facility and/or cash on hand, to redeem all $550 million of its 8.250% senior unsecured notes due 2029 at 104.125% of principal plus accrued interest.
Excerpts of an offering memorandum show historical and pro forma data after the Berry merger, including total operating revenues of $119 million and a net loss of $711 million for the three months ended March 31 2026, and adjusted EBITDAX of $304 million for that period. As of May 31 2026, cash and cash equivalents were $32 million with no balance outstanding under the revolving credit facility.
Positive
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Negative
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Insights
CRC plans a $550M notes offering to refinance existing 2029 debt.
California Resources Corporation is launching a private offering of $550 million senior unsecured notes due 2035, alongside guarantees from key subsidiaries. The company plans to use proceeds, plus revolver borrowings and/or cash, to redeem its existing 8.250% notes due 2029 at 104.125% of principal.
Pro forma financial data around the Berry merger show total operating revenues of $119 million and a net loss of $711 million for the three months ended March 31 2026, driven in part by a large net loss from commodity derivatives. Adjusted EBITDAX for that quarter was $304 million, indicating meaningful operating cash generation before non-cash and unusual items.
As of May 31 2026, the company reported $32 million of cash and cash equivalents and no borrowings under its revolving credit facility. The economic impact of the refinancing will depend on final pricing of the new notes and subsequent commodity-price-driven performance, which will be reflected in future periodic reports.
8-K Event Classification
3 items: 2.02, 8.01, 9.01
3 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
New notes offering: $550 million senior unsecured notes due 2035
Redemption target: $550 million 8.250% senior notes due 2029
Q1 2026 total operating revenues: $119 million
+5 more
8 metrics
New notes offering
$550 million senior unsecured notes due 2035
Proposed private offering announced June 16, 2026
Redemption target
$550 million 8.250% senior notes due 2029
Planned redemption at 104.125% plus accrued interest
Q1 2026 total operating revenues
$119 million
Historical CRC, three months ended March 31, 2026
Q1 2026 net (loss) income
$(711) million
Historical CRC, three months ended March 31, 2026
Q1 2026 adjusted EBITDAX
$304 million
Historical CRC, three months ended March 31, 2026
2025 adjusted EBITDAX
$1,241 million
Historical CRC, year ended December 31, 2025
2025 free cash flow
$543 million
Historical CRC, year ended December 31, 2025
Cash and revolver position
$32 million cash, $0 drawn revolver
As of May 31, 2026
Key Terms
senior unsecured notes, Adjusted EBITDAX, free cash flow, Unrestricted Subsidiaries, +2 more
6 terms
senior unsecured notes financial
"private offering of $550 million in aggregate principal amount of senior unsecured notes due 2035"
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.
Adjusted EBITDAX financial
"Adjusted EBITDAX (1) | 304 | 1,241 | 1,006 | 1,451 | 1,358"
Adjusted EBITDAX is a measure of a company’s operating profit that adds back interest, taxes, depreciation, amortization and specific recurring costs (often exploration or similar project expenses), then removes one‑time or unusual items to show recurring cash profitability. Investors use it like a clean yardstick—ignoring financing choices, accounting rules and one‑off events—to compare core performance across periods or peers and assess a business’s ability to generate cash from operations.
free cash flow financial
"Free cash flow (2) | (32) | 543 | 355 | 591 | 393"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Unrestricted Subsidiaries financial
"“Unrestricted Subsidiaries” means certain of CRC’s subsidiaries that do not guarantee CRC’s outstanding senior notes."
A company’s unrestricted subsidiaries are units that the parent treats as legally separate and does not bind to its debt covenants or other lender-imposed rules. Think of them as rooms in a house the owner can renovate or rent out without asking mortgage lenders; that freedom can let the parent pursue opportunities but can also shift risk away from creditors and change the parent’s reported leverage, so investors watch them for hidden liabilities and impacts on credit protection.
Rule 144A regulatory
"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.
pro forma condensed combined financial statements financial
"unaudited pro forma condensed combined financial statements of CRC filed as Exhibit 99.3"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
_____________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 16, 2026
_____________________
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant’s Telephone Number, Including Area Code: (888 ) 848-4754
_____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
To the extent the information included or incorporated into Item 8.01 below with respect to the results of operations or financial condition of California Resources Corporation (the “Company”) relates to or is presented as of or for a completed fiscal period, such information is incorporated into this Item 2.02 by reference.
Item 8.01 Other Events.
On June 16, 2026, the Company issued a press release announcing the commencement of a proposed private offering of $550 million in aggregate principal amount of senior unsecured notes due 2035 (the “Notes”). The Company intends to use the net proceeds from this offering, together with borrowings under its revolving credit facility and/or cash on hand to fund the redemption of all outstanding $550 million in aggregate principal amount of its 8.250% senior unsecured notes due 2029 (the “2029 Notes”) at a redemption price of 104.125% thereof, plus 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. A copy of the press release is included as Exhibit 99.1 hereto and incorporated herein by reference.
In connection with the offering of the Notes, the Company will provide certain financial and other information with respect to the Company to prospective investors in the offering. Excerpts of such information are included as Exhibit 99.2 hereto and incorporated herein by reference.
All statements, except for statements of historical fact, made in this Current Report on Form 8-K 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, the intended use of proceeds and estimated results of future operations are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. 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 and its subsequently filed Quarterly Reports on Form 10-Q.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | Press Release, dated June 16, 2026, issued by the Company. | |||||||
| 99.2 | Offering memorandum excerpts. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| California Resources Corporation | |||||||||||
| /s/ Michael L. Preston | |||||||||||
| Name: | Michael L. Preston | ||||||||||
| Title: | Executive Vice President, Chief Strategy Officer and General Counsel | ||||||||||
DATED: June 16, 2026
Exhibit 99.1
NEWS RELEASE For immediate release
California Resources Corporation Announces Private Offering of
$550 Million of Senior Unsecured Notes
$550 Million of Senior Unsecured Notes
Long Beach, California, June 16, 2026 – 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 $550 million in aggregate principal amount of senior unsecured notes due 2035 (the “Notes”). The Notes will be guaranteed by all of the Company’s existing subsidiaries that guarantee its revolving credit facility, its 8.250% senior notes due 2029 (the “2029 Notes”) and its 7.000% senior notes due 2034, and certain future subsidiaries. The Company intends to use the net proceeds from this offering, together with borrowings under its revolving credit facility and/or cash on hand to fund the redemption of all outstanding $550 million in aggregate principal amount of its 2029 Notes at a redemption price of 104.125% thereof, plus 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 of 1933, as amended (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 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 and its subsequently filed Quarterly Reports on Form 10-Q.
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.
CRC Contacts:
Hailey Bonus
CRC Media
714-874-7732
CRC.Communications@crc.com
Daniel Juck
CRC Investor Relations
818-661-3700
CRC_IR@crc.com
Exhibit 99.2
Offering Memorandum Excerpts
For the purposes of this Exhibit:
“Berry” means Berry Corporation (bry).
“Berry Merger” means the transactions contemplated by the definitive agreement and plan of merger entered into on September 14, 2025 pursuant to which Berry combined with CRC on December 18, 2025 in an all-stock transaction.
“CRC,” the “Company,” “we,” “us,” “our” or similar terms refer to California Resources Corporation and its subsidiaries on a consolidated basis.
“Transactions” means, collectively, (i) the Berry Merger, (ii) the extinguishment of Berry’s outstanding debt, and (iii) the Company’s issuance of $400 million aggregate principal amount of 7.000% senior notes due 2034.
“Unrestricted Subsidiaries” means certain of CRC’s subsidiaries that do not guarantee CRC’s outstanding senior notes.
The unaudited pro forma condensed combined statement of operations data for the twelve months ended March 31, 2026 and the year ended December 31, 2025 included in this Exhibit presents the results of operations giving pro forma effect to the Transactions as if they had occurred on January 1, 2025. The unaudited pro forma historical financial data were derived from the unaudited pro forma condensed combined financial statements of CRC filed as Exhibit 99.3 to CRC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report on Form 10-K”), which have been prepared from the audited historical consolidated financial statements of CRC and the unaudited historical consolidated financial statements of Berry for the period from January 1, 2025 through December 17, 2025. Pro forma financial data contains certain reclassification adjustments to conform the respective historical Berry financial statement presentation to CRC’s financial statement presentation.
The pro forma financial data included in this Exhibit is presented to reflect the Transactions for illustrative purposes only. If the Transactions had occurred in the past, the operating results might have been materially different from those presented in the pro forma financial data. The pro forma financial data should not be relied upon as an indication of operating results that would have been achieved if the Transactions contemplated therein had taken place on the specified date. For additional information regarding the pro forma data included herein, see our pro forma financial statements, together with the related notes thereto, filed as Exhibit 99.3 to our Annual Report on Form 10-K.
Neither the historical nor pro forma results are necessarily indicative of our future operating results. The summary financial data presented below are qualified in their entirety by reference to, and should be read in conjunction with, our historical and pro forma financial statements and related notes filed with our Annual Report on Form 10-K.
***
Historical CRC | Pro Forma | |||||||||||||||||||
Three months ended March 31, | Year ended December 31, | Year ended December 31, | Twelve months ended March 31, | |||||||||||||||||
2026 | 2025 | 2024 | 2025 | 2026 | ||||||||||||||||
(in millions) | (Unaudited) | (Audited) | (Unaudited) | |||||||||||||||||
Statements of Operations Data: | ||||||||||||||||||||
Oil, natural gas and NGL sales | $ 905 | $ 2,910 | $ 2,537 | $ | $ | |||||||||||||||
Net (loss) gain from commodity derivatives | (848) | 266 | 241 | |||||||||||||||||
Total operating revenues | 119 | 3,669 | 3,198 | 4,298 | 3,330 | |||||||||||||||
Operating costs | 365 | 1,252 | 966 | 1,434 | 1,434 | |||||||||||||||
Historical CRC | Pro Forma | |||||||||||||||||||
Three months ended March 31, | Year ended December 31, | Year ended December 31, | Twelve months ended March 31, | |||||||||||||||||
2026 | 2025 | 2024 | 2025 | 2026 | ||||||||||||||||
(in millions) | (Unaudited) | (Audited) | (Unaudited) | |||||||||||||||||
General and administrative expenses | 106 | 333 | 321 | 419 | 433 | |||||||||||||||
Depreciation, depletion and amortization | 133 | 511 | 388 | 601 | 581 | |||||||||||||||
Total operating expenses | 830 | 3,070 | 2,589 | 3,763 | 3,587 | |||||||||||||||
Interest and debt expense | (29) | (106) | (87) | (135) | (130) | |||||||||||||||
Net (loss) income | (711) | 363 | 376 | 300 | (446) | |||||||||||||||
Other Supplementary Data (unaudited): | ||||||||||||||||||||
Adjusted EBITDAX(1) | 304 | 1,241 | 1,006 | 1,451 | 1,358 | |||||||||||||||
Free cash flow(2) | (32) | 543 | 355 | 591 | 393 | |||||||||||||||
***
The following table represents a reconciliation of the GAAP financial measure of net income to the non-GAAP financial measure of adjusted EBITDAX.
Historical CRC | Pro Forma | ||||||||||||||||
Three months ended March 31, | Year ended December 31, | Year ended December 31, | Twelve months ended March 31, | ||||||||||||||
2026 | 2025 | 2024 | 2025 | 2026 | |||||||||||||
(in millions) | (Unaudited) | (Audited) | (Unaudited) | ||||||||||||||
Net (loss) income | $ (711) | $ 363 | $ 376 | $ 300 | $ (446) | ||||||||||||
Interest and debt expense | 29 | 106 | 87 | 135 | 130 | ||||||||||||
Depreciation, depletion and amortization | 133 | 511 | 388 | 601 | 581 | ||||||||||||
Income tax (benefit) provision | (49) | 139 | 140 | 122 | 58 | ||||||||||||
Exploration expense | — | 2 | 2 | 2 | 2 | ||||||||||||
Interest income | (1) | (11) | (19) | (11) | (9) | ||||||||||||
Equity loss from unconsolidated subsidiaries | 2 | 4 | — | 4 | 5 | ||||||||||||
Unusual, infrequent and other items | 869 | (6) | (91) | 140 | 887 | ||||||||||||
Non-cash items | |||||||||||||||||
Accretion expense | 27 | 114 | 87 | 129 | 123 | ||||||||||||
Stock-based compensation | 7 | 24 | 23 | 34 | 35 | ||||||||||||
Taxes related to acquisition accounting and other | — | — | 12 | — | — | ||||||||||||
Pension and post-retirement benefits | (2) | (5) | 1 | (5) | (8) | ||||||||||||
Adjusted EBITDAX | $ 304 | $ 1,241 | $ 1,006 | $ 1,451 | $ 1,358 | ||||||||||||
***
The following table presents a reconciliation of net cash provided by operating activities to free cash flow.
Historical CRC | Pro Forma | ||||||||||||||||
Three months ended March 31, | Year ended December 31, | Year ended December 31, | Twelve months ended March 31, | ||||||||||||||
2026 | 2025 | 2024 | 2025 | 2026 | |||||||||||||
(in millions) | (Unaudited) | (Audited) | (Unaudited) | ||||||||||||||
Net cash provided by operating activities | $ 99 | $ 865 | $ 610 | $ 1,020 | $ 870 | ||||||||||||
Capital investments | (131) | (322) | (255) | (429) | (477) | ||||||||||||
Historical CRC | Pro Forma | ||||||||||||||||
Three months ended March 31, | Year ended December 31, | Year ended December 31, | Twelve months ended March 31, | ||||||||||||||
2026 | 2025 | 2024 | 2025 | 2026 | |||||||||||||
(in millions) | (Unaudited) | (Audited) | (Unaudited) | ||||||||||||||
Free cash flow | (32) | 543 | 355 | 591 | 393 | ||||||||||||
***
As of and for the three months ended March 31, 2026, our subsidiaries that will not be Guarantors of the Notes at closing accounted for approximately 13% of our property, plant and equipment, net, 9% of our average daily net production, 92% of our total operating revenues (11% of total operating revenues before net loss from commodity derivatives) and 5% of our adjusted EBITDAX.
As of and for the three months ended March 31, 2026, our Unrestricted Subsidiaries accounted for approximately 7% of our property, plant and equipment, net, none of our net production volumes, 9% of our total operating revenues (1% of total operating revenues before net loss from commodity derivatives) and (4)% of our adjusted EBITDAX.
***
As of May 31, 2026, we had $32 million of available cash and cash equivalents (excluding $14 million of restricted cash) and no balance outstanding under our Revolving Credit Facility.
FAQ
What debt offering did California Resources Corporation (CRC) announce in this 8-K?
California Resources Corporation announced a proposed private offering of $550 million in senior unsecured notes due 2035. The notes will be guaranteed by subsidiaries that already guarantee CRC’s credit facility and other senior notes, and will be sold to qualified institutional buyers and certain non-U.S. investors.
How does CRC plan to use the proceeds from the new $550 million notes?
CRC intends to use net proceeds from the $550 million notes, plus potential revolver borrowings and/or cash on hand, to redeem all $550 million of its 8.250% senior unsecured notes due 2029 at 104.125% of principal, plus accrued and unpaid interest to the redemption date.
What recent financial performance data for CRC are included in the offering excerpts?
The excerpts show total operating revenues of $119 million and a net loss of $711 million for the three months ended March 31, 2026. They also report adjusted EBITDAX of $304 million and free cash flow of $(32) million for the same period.
What does CRC report about its liquidity and credit facility availability as of May 31, 2026?
As of May 31, 2026, CRC reports $32 million of available cash and cash equivalents, excluding $14 million of restricted cash, and notes that it had no balance outstanding under its revolving credit facility, indicating undrawn borrowing capacity at that date.
How significant are CRC’s unrestricted and non-guarantor subsidiaries to its operations?
For the three months ended March 31, 2026, non-guarantor subsidiaries accounted for about 13% of property, plant and equipment and 9% of average net production. Unrestricted subsidiaries represented about 7% of property, plant and equipment and 9% of total operating revenues, but a negative (4)% of adjusted EBITDAX.