California Resources (NYSE: CRC) to refinance $550M 2029 notes with 2035 debt
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
California Resources Corporation is privately issuing $550 million of 7.250% senior unsecured notes due 2035 at par. The notes will be guaranteed by subsidiaries that already back its credit facility and existing senior notes. The company expects net proceeds of about $541 million.
CRC plans to use these proceeds, along with borrowings under its revolving credit facility and/or cash on hand, to redeem all $550 million of its 8.250% senior notes due 2029 at a redemption price of 104.125% of principal plus accrued interest. The new notes are offered only to qualified institutional buyers under Rule 144A and to certain non‑U.S. investors under Regulation S.
Positive
- $550 million refinancing lowers coupon and extends maturity by replacing 8.250% senior notes due 2029 with 7.250% senior unsecured notes due 2035, potentially reducing interest cost and pushing out a large debt maturity.
Negative
- None.
Insights
CRC is refinancing $550M of 2029 notes with longer-dated, lower-coupon 2035 debt.
California Resources Corporation has priced a private offering of $550 million 7.250% senior unsecured notes due 2035, guaranteed by key subsidiaries. This is broadly a like-for-like refinancing of its existing $550 million 8.250% senior notes due 2029.
The company expects net proceeds of about $541 million and intends, together with its revolver and/or cash, to redeem the 2029 notes at 104.125% of principal plus accrued interest. That structure extends maturities and modestly lowers the coupon rate.
The redemption of the 2029 notes is conditioned on completing the new notes offering, but the new issue itself is not contingent on the redemption. Future filings can clarify any changes in total debt, interest expense and covenant terms once the refinancing closes as expected on June 26, 2026.
8-K Event Classification
2 items: 8.01, 9.01
2 items
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 size: $550 million
New notes coupon: 7.250%
Net proceeds: $541 million
+4 more
7 metrics
New notes offering size
$550 million
Aggregate principal amount of 7.250% senior unsecured notes due 2035
New notes coupon
7.250%
Interest rate on senior unsecured notes due 2035
Net proceeds
$541 million
Estimated net proceeds after initial purchasers’ discount and expenses
Existing notes to be redeemed
$550 million
Aggregate principal amount of 8.250% senior notes due 2029
Redemption price
104.125%
Redemption price of 2029 notes, plus accrued and unpaid interest
Existing notes coupon
8.250%
Coupon on senior notes due 2029 targeted for redemption
Expected closing date
June 26, 2026
Anticipated closing of new notes offering, subject to conditions
Key Terms
senior unsecured notes, redemption price, Rule 144A, Regulation S, +1 more
5 terms
senior unsecured notes financial
"the pricing of its private offering of $550 million in aggregate principal amount of its 7.250% 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.
redemption price financial
"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"
The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.
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.
Regulation S regulatory
"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.
forward-looking statements regulatory
"are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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 8.01 Other Events.
On June 16, 2026, California Resources Corporation (the “Company”) issued a press release announcing the pricing of its private offering of $550 million in aggregate principal amount of its 7.250% senior notes due 2035 at par. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | Press Release, dated June 16, 2026. | |||||||
| 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 Pricing of Private Offering
of $550 Million of Senior Unsecured Notes
of $550 Million of Senior Unsecured Notes
Long Beach, California, June 16, 2026 – California Resources Corporation (NYSE: CRC) (the “Company”) announced today the pricing of its private offering of $550 million in aggregate principal amount of its 7.250% senior unsecured notes due 2035 (the “Notes”) at par. 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 offering is expected to close on June 26, 2026, subject to customary closing conditions.
The Company estimates that the net proceeds from the offering will be approximately $541 million after deducting the initial purchasers’ discount and estimated expenses. 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 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
FAQ
What did California Resources Corporation (CRC) announce in this 8-K?
California Resources Corporation announced the pricing of a private offering of $550 million in aggregate principal amount of 7.250% senior unsecured notes due 2035. The notes are issued at par and guaranteed by key subsidiaries that already back its existing debt facilities.
How will CRC use the proceeds from the $550 million notes offering?
CRC intends to use net proceeds of about $541 million, together with borrowings under its revolving credit facility and/or cash on hand, to fund the redemption of all outstanding $550 million of its 8.250% senior notes due 2029 at a premium redemption price.
What are the key terms of California Resources’ new senior unsecured notes due 2035?
The new notes have a 7.250% coupon, mature in 2035, and are issued at par in a private offering. They will be guaranteed by all existing subsidiaries that guarantee CRC’s revolving credit facility, its 8.250% 2029 notes and its 7.000% 2034 notes, and certain future subsidiaries.
What is CRC’s plan for its existing 8.250% senior notes due 2029?
CRC plans to redeem all $550 million of its 8.250% senior notes due 2029 at a redemption price of 104.125% of principal plus accrued and unpaid interest. This redemption is conditioned on completing the new 2035 notes offering described in the announcement.
Who can buy CRC’s new 7.250% senior notes due 2035?
The notes are being offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons in transactions outside the United States under Regulation S. They are not registered under the Securities Act or state securities laws.
When is the closing of California Resources’ private notes offering expected?
The private offering of CRC’s $550 million 7.250% senior unsecured notes due 2035 is expected to close on June 26, 2026, subject to customary closing conditions. The planned redemption of the 2029 notes depends on successfully completing this offering.