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  4. [8-K] California Resources Corp Reports Material Event

$550M debt refi extends California Resources (NYSE: CRC) notes to 2035

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

California Resources Corporation completed a private offering of $550 million of 7.250% senior unsecured notes due 2035 and used the net proceeds, plus cash and/or revolver borrowings, to fund the redemption of $550 million of its 8.250% senior unsecured notes due 2029 at 104.125% of principal plus accrued interest.

The new notes mature on January 15, 2035, pay interest semi-annually each January 15 and July 15 starting in 2027, are guaranteed on a senior unsecured basis by key subsidiaries, and include customary covenants, optional redemption features after July 15, 2029, and a 101% repurchase offer upon certain change of control trigger events.

Positive

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Negative

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Insights

CRC refinances 2029 notes with longer-dated, lower-coupon debt.

California Resources Corporation issued $550 million of 7.250% senior unsecured notes due 2035 and redeemed an equal amount of 8.250% notes due 2029. This extends the company’s debt maturity profile while modestly reducing its stated coupon rate.

The notes are senior unsecured obligations, guaranteed by subsidiaries that already back the revolving credit facility and existing 7.000% notes due 2034. Contract terms include optional redemptions and a 101% repurchase offer upon specified change of control trigger events, typical for this type of high-yield issuance.

Overall, the transaction reshapes the timing and cost of a significant debt tranche without changing principal outstanding. Future filings detailing interest expense and leverage metrics will show how this refinancing affects ongoing cash interest and balance sheet flexibility.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New notes principal $550 million Aggregate principal amount of 7.250% senior unsecured notes due 2035
New coupon rate 7.250% Interest rate on senior unsecured notes due 2035
New notes maturity January 15, 2035 Stated maturity date of new senior unsecured notes
Redeemed notes principal $550 million Aggregate principal of 8.250% senior unsecured notes due 2029 redeemed
Redemption price 104.125% Redemption price of 2029 notes, plus accrued and unpaid interest
Change of control repurchase 101% Repurchase price upon certain change of control trigger events
Existing senior notes coupon 7.000% Coupon on existing senior notes due 2034 referenced in guarantees
Interest payment dates January 15 and July 15 Semi-annual interest payment schedule starting January 15, 2027
Indenture financial
"The terms of the Notes are governed by the Indenture, dated as of June 26, 2026"
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.
senior unsecured notes financial
"private offering of $550 million 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.
revolving credit facility financial
"together with cash on hand and/or borrowings under its revolving credit facility, to fund the redemption"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
change of control trigger events financial
"If the Company experiences certain kinds of change of control trigger events, the Company will be required to offer to repurchase"
events of default financial
"The Indenture contains other customary terms, events of default and covenants."
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
guarantees financial
"The Notes are guaranteed on a senior unsecured basis by all of the Company’s existing subsidiaries"
A guarantee is a formal promise by one party to back another party’s obligation, such as a loan, payment, or contractual duty; if the primary party fails, the guarantor must fulfill the obligation. For investors, guarantees act like a safety net that can reduce the risk of loss but depend on the guarantor’s financial strength—if the guarantor is weak, the protection may be limited.
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Understanding 8-K Material Events →
0001609253false00016092532026-06-262026-06-26

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 26, 2026
_____________________
California Resources Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware001-3647846-5670947
(State or Other Jurisdiction of
Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
1 World Trade Center
Suite 1500
Long Beach
California90831
(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:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockCRCNew York Stock Exchange
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 1.01    Entry into a Material Definitive Agreement.
On June 26, 2026, California Resources Corporation (the “Company”) completed its previously announced private offering of $550 million aggregate principal amount of its 7.250% senior unsecured notes due 2035 (the “Notes”). The terms of the Notes are governed by the Indenture, dated as of June 26, 2026 (the “Indenture”), by and among the Company, the guarantors party thereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”). The Notes will mature on January 15, 2035. Interest accrues from June 26, 2026 and will be payable semi-annually on January 15 and July 15 of each year, commencing January 15, 2027.
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 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, and accrued and unpaid interest to, but excluding, the date of redemption. The redemption of the 2029 Notes closed on June 26, 2026.
The Notes are guaranteed on a senior unsecured basis by all of the Company’s existing subsidiaries that guarantee its obligations under its revolving credit facility and its existing 7.000% senior notes due 2034, and the Notes will be guaranteed by certain of the Company’s future subsidiaries. The Notes and the guarantees thereof are unsecured, rank equally in right of payment with all senior unsecured debt of the Company and the Guarantors and rank senior to all of the existing and future subordinated debt of the Company and the Guarantors.
The Company may, at its option, redeem some or all of the Notes at any time on or after July 15, 2029 at the redemption prices specified in the Indenture. Prior to such time, the Company may, at its option, redeem up to 40% of the aggregate principal amount of the Notes with an amount of cash not greater than the net cash proceeds from certain equity offerings at the redemption price specified in the Indenture. In addition, before July 15, 2029, the Company may redeem some or all of the Notes at a redemption price equal to 100% of the aggregate principal amount of the Notes redeemed, plus the applicable premium as specified in the Indenture and accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Company experiences certain kinds of change of control trigger events, the Company will be required to offer to repurchase the Notes at 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase. The Indenture contains other customary terms, events of default and covenants.
The above description of the Indenture is not complete and is qualified in its entirety by reference to the full text of the Indenture, which is filed as Exhibit 4.1 hereto and incorporated by reference herein.
Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information provided under Item 1.01 in this Current Report on Form 8-K regarding the Notes, the Indenture and the related guarantees is incorporated by reference into this Item 2.03.
Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.Description
4.1
Indenture, dated June 26, 2026, by and among the Company, the Guarantors and the Trustee.
104Cover 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 26, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What debt transaction did CRC complete in this 8-K filing?

California Resources Corporation completed a private offering of $550 million of 7.250% senior unsecured notes due 2035. It used the proceeds, plus cash and/or revolver borrowings, to redeem $550 million of its 8.250% senior unsecured notes due 2029.

What are the key terms of California Resources (CRC) new 7.250% notes?

The new notes bear interest at 7.250% and mature on January 15, 2035. Interest accrues from June 26, 2026 and is payable semi-annually on January 15 and July 15 each year, beginning January 15, 2027, under an indenture with Wilmington Trust as trustee.

How did CRC use proceeds from the 7.250% 2035 note offering?

CRC intends to use the net proceeds, together with cash on hand and/or borrowings under its revolving credit facility, to fund redemption of all outstanding $550 million of 8.250% senior unsecured notes due 2029 at 104.125% of principal plus accrued interest.

What redemption and call features apply to CRC’s new 2035 notes?

Starting July 15, 2029, CRC may redeem some or all notes at specified prices in the indenture. Before that date, it may redeem up to 40% with equity offering proceeds or redeem all at 100% plus an applicable premium and accrued interest.

What happens to CRC’s new notes if there is a change of control?

If California Resources experiences certain change of control trigger events, it must offer to repurchase the notes at 101% of aggregate principal amount, plus any accrued and unpaid interest to, but excluding, the purchase date, as provided in the indenture.

Who guarantees California Resources (CRC) new 7.250% senior notes?

The notes are guaranteed on a senior unsecured basis by all existing subsidiaries that guarantee CRC’s revolving credit facility and its 7.000% senior notes due 2034. Certain future subsidiaries will also be required to guarantee the notes under the indenture.

Filing Exhibits & Attachments

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