Occidental (NYSE: OXY) fully subscribes $1,200,000,000 note tender and amends 2031 bonds
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Occidental Petroleum Corporation launched cash tender offers and consent solicitations for several senior notes and debentures and increased the maximum aggregate principal amount it may repurchase from $700,000,000 to $1,200,000,000. As of the early tender time, it accepted $21,533,000 of 0.000% 2036 Notes, $843,259,000 of 6.125% 2031 Notes and $335,208,000 of 6.625% 2030 Notes, fully subscribing the tender up to the new cap and triggering proration for the 6.625% 2030 Notes.
Holders tendering early receive a $30 early tender premium per $1,000 principal and series-specific total consideration set by reference U.S. Treasury yields. Occidental obtained the requisite consents to amend the 6.125% 2031 Notes indenture, eliminating certain covenants and shortening redemption notice to five business days, while consent thresholds were not met for the other consent notes.
Positive
- None.
Negative
- None.
Insights
Occidental upsized its liability-management tender offers to $1,200,000,000 and secured covenant changes on one key bond series.
Occidental is conducting cash tender offers for multiple bond series and raised the aggregate cap from $700,000,000 to $1,200,000,000. Early tenders reached the new cap, with $843,259,000 of 6.125% 2031 Notes and $335,208,000 of 6.625% 2030 Notes accepted, alongside $21,533,000 of 0.000% 2036 Notes.
Early tender participants receive series-specific total consideration per $1,000 principal, including a $30 early tender premium, calculated off designated U.S. Treasury reference yields and fixed spreads. The offers are fully subscribed at the cap, so later tenders will not be purchased unless the cap is raised further.
Through the consent solicitation, the company obtained the requisite consent to amend the 6.125% 2031 Notes indenture, removing certain covenants and reducing redemption notice to 5 business days, while similar changes were not approved for the 6.625% 2030 Notes and 2029 debentures. Overall, this is a notable debt-management step but its net impact depends on future balance-sheet and refinancing disclosures.
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): March 5, 2026
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (713 ) 215-7000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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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.
The information set forth in Item 8.01 with respect to the Supplemental Indenture (as defined below) is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 8.01 with respect to the Supplemental Indenture is incorporated herein by reference.
Item 8.01. Other Events.
On March 5, 2026, Occidental Petroleum Corporation (“Occidental”)
announced (a) the early results of its previously announced (i) cash tender offers (the “Tender Offers”) to purchase its outstanding Zero Coupon Senior Notes due 2036
(the “0.000% 2036 Notes”), 6.125% Senior Notes due 2031 (the “6.125% 2031 Notes”), 6.625%
Senior Notes due 2030 (the “6.625% 2030 Notes”), 7.200% Debentures due 2029 (the “7.200% 2029
Debentures”) and 7.950% Debentures due 2029 (the “7.950% 2029 Debentures” and, together with the 0.000% 2036 Notes, the 6.125% 2031 Notes, the 6.625% 2030
Notes and the 7.200% 2029 Debentures, the “Subject Notes”) and (ii) the related solicitation of consents (the “Consent Solicitations”) from holders of each series of Subject Notes (other than the 0.000% 2036 Notes) (the “Consent Notes”) to amend the
indenture governing such Consent Notes, (b) amendments to the Tender Offers to increase the maximum aggregate principal amount of the Subject Notes to be purchased by Occidental from $700 million to $1.2 billion and (c) the consideration payable
in respect of the Tender Offers.
In connection with the Consent Solicitations, Occidental executed a Fifth Supplemental Indenture (the “Supplemental Indenture”) to that certain Indenture, dated as of August 8, 2019 (as heretofore amended or supplemented, the “2019 Indenture”),
by and between Occidental and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), relating to the 6.125% 2031 Notes, which became operative on
March 9, 2026. The Supplemental Indenture, among other things, eliminates certain of the covenants contained in the 2019 Indenture with respect to the 6.125% 2031 Notes and changes the minimum notice period for notice of redemption to holders in
respect of the 6.125% 2031 Notes to 5 business days prior to the applicable redemption date. The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of
the Supplemental Indenture, which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.
On March 5, 2026, Occidental issued a press release announcing the early results of the Tender Offers as of 5:00 p.m., New York City time, on March
4, 2026 and the amendments to the Tender Offers. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
Subsequently, on March 5, 2026, Occidental issued a press release announcing the consideration payable in respect of the Tender Offers. A copy of the
press release is furnished as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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4.1
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Fifth Supplemental Indenture to that certain Indenture,
dated as of August 8, 2019, by and between Occidental Petroleum Corporation and The Bank of New York Mellon Trust Company, N.A.
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99.1
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Press Release dated March 5, 2026 (Early Tender Results
and Upsize Press Release).
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99.2
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Press Release dated March 5, 2026 (Total Consideration
Press Release).
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
| OCCIDENTAL PETROLEUM CORPORATION | ||||
| Date: March 9, 2026 |
By:
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/s/ Nicole E. Clark | ||
| Name: | Nicole E. Clark | |||
| Title: | Vice President, Chief Compliance Officer and Corporate Secretary | |||
Exhibit 99.1
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Occidental Announces Early Tender Results and Upsize in Cash Tender Offers and Consent Solicitations for Certain of its Senior Notes and Debentures
HOUSTON — March 5, 2026
— Occidental (NYSE: OXY) today announced the
early tender results, as set forth in the table below, of its offers to purchase for cash (collectively, the “Tender Offers” and each a “Tender Offer”) its Zero Coupon Senior Notes due 2036 (the “0.000% 2036 Notes”), 6.125% Senior Notes due
2031 (the “6.125% 2031 Notes”), 6.625% Senior Notes due 2030 (the “6.625% 2030 Notes”), 7.200% Debentures due 2029 (the “7.200% 2029 Debentures”) and 7.950% Debentures due 2029 (the “7.950% 2029 Debentures” and, together
with the 0.000% 2036 Notes, the 6.125% 2031 Notes, the 6.625% 2030 Notes and the 7.200% 2029 Debentures, the “Notes”) and Consent Solicitations (as defined below). In connection therewith, Occidental further announced that it is increasing
the maximum aggregate principal amount of Notes it will accept for purchase (as amended herein, the “Aggregate Cap”), from the previously announced amount of $700,000,000 to $1,200,000,000. The $58,000,000 maximum aggregate principal amount
of the 0.000% 2036 Notes it will accept for purchase (the “Sub-Cap”) has not been increased.
The Tender Offers and Consent Solicitations are being made pursuant to the terms and conditions described in Occidental’s Offer to Purchase and Consent
Solicitation Statement, dated February 19, 2026, as amended by this press release (the “Offer to Purchase”). As set forth in the Offer to Purchase, Occidental reserves the right, but is under no obligation, to further increase the Aggregate Cap or to
increase the Sub-Cap at any time, subject to applicable law. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Offer to Purchase.
According to the information received from Global Bondholder Services Corporation, the Tender Agent and Information Agent for the Tender Offers and Consent
Solicitations, as of 5:00 p.m., New York City time, on March 4, 2026 (such date and time, the “Early Tender Time”), Occidental had received, and informed Global Bondholder Services Corporation it had accepted, valid tenders from holders of the Notes
as outlined in the table below.
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Title of Security
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CUSIP / ISIN
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Aggregate Principal Amount Outstanding (1)
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Acceptance Priority Level
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Aggregate Principal Amount Tendered as of the Early Tender Time
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Aggregate Principal Amount Accepted for Purchase as of the Early Tender Time
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Proration Factor
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Reference Treasury Security
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Bloomberg Reference Page(2)
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Fixed Spread
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Early Tender Premium(3)
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Zero Coupon Senior Notes due 2036
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674599DG7 / US674599DG73
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$284,540,000 (4)
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1
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$21,533,000
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$21,533,000
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100%
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4.125% U.S. Treasury Notes due 02/15/2036
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FIT1
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+ 55 basis points
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$30
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6.125% Senior Notes due 2031
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674599EF8 / US674599EF81
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$1,142,749,000
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2
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$843,259,000
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$843,259,000
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100%
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3.750% U.S. Treasury Notes due 01/31/2031
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FIT1
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+ 60 basis points
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$30
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6.625% Senior Notes due 2030
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674599ED3 / US674599ED34
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$1,449,459,000
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3
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$1,166,481,000
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$335,208,000
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28.7%
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3.750% U.S. Treasury Notes due 01/31/2031
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FIT1
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+ 50 basis points
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$30
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____________________________________
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Aggregate principal amount outstanding as of the date hereof.
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The page on Bloomberg from which the Lead Dealer Manager (as defined below) will quote the bid-side price of the Reference Treasury Security (as defined below). The Bloomberg Reference Page is
provided for convenience only. To the extent any Bloomberg Reference Page changes prior to the Price Determination Time, the Lead Dealer Manager will quote the applicable Reference Treasury Security from the updated Bloomberg Reference Page.
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Per $1,000 principal amount of Notes validly tendered and accepted for purchase by Occidental.
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Aggregate principal amount at maturity. The accreted value as of April 10, 2026, the next applicable Accreted Value Calculation Date, will be approximately $580,925.31 per $1,000,000 aggregate
principal amount at maturity of the Zero Coupon Senior Notes due 2036.
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The purchase of all Notes validly tendered and not validly withdrawn in the Tender Offers as of the Early Tender Time would cause Occidental to purchase an aggregate principal
amount of Notes that exceeds the Aggregate Cap. Accordingly, Occidental has accepted for purchase a portion of the tendered 6.625% 2030 Notes and all tendered Notes with a higher Acceptance Priority Level and has not accepted for purchase any of the
tendered 7.200% 2029 Debentures or 7.950% 2029 Debentures in accordance with the proration procedures and other Acceptance Priority Procedures set forth in the Offer to Purchase.
As the Tender Offers were fully subscribed up to the Aggregate Cap as of the Early Tender Time, holders who validly tender Notes after the Early Tender Time, but before the
Expiration Date, will not have any of such Notes accepted for payment unless Occidental further increases the Aggregate Cap. The early settlement date for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and
accepted for purchase will be March 9, 2026 (the “Early Settlement Date”), subject to the satisfaction or waiver of all conditions to the Tender Offers and Consent Solicitations
described in the Offer to Purchase.
Holders of Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Time and have been accepted for purchase pursuant to the applicable Tender
Offer will receive the applicable Total Consideration for the applicable series of Notes, which includes the applicable early tender premium for such series of Notes as set forth in the table above (the “Early Tender Premium”), together with accrued but unpaid interest, if any, on such Notes from the last interest payment date with respect to such Notes to, but not including, the Early Settlement Date. In accordance with the
procedures set forth in the Offer to Purchase, the Total Consideration will be determined by reference to the applicable fixed spread specified in the table above plus the yield of the applicable U.S. Treasury security specified in the table above
(the “Reference Treasury Security”), based on the bid-side price of such Reference Treasury Security as quoted on the applicable Bloomberg Reference Page set forth in the table above at 10:00 a.m., New York City time, on March 5, 2026, and will be
announced by Occidental promptly thereafter. The Tender Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on March 19, 2026, unless earlier extended or terminated by Occidental.
As part of the Tender Offers, Occidental also solicited consents (the “Consent Solicitations”) from the holders of
the 6.125% 2031 Notes, the 6.625% 2030 Notes, the 7.200% 2029 Debentures and the 7.950% 2029 Debentures (collectively, the “Consent Notes”) for certain proposed amendments (the “Proposed Amendments”) described in the Offer to Purchase that would, among other things, eliminate certain of the covenants contained in the indenture governing the Consent Notes with
respect to the applicable series of Consent Notes and change the minimum notice period for notice of redemption to holders in respect of such applicable series of Consent Notes to 5 business days prior to the applicable redemption date. Adoption of
the Proposed Amendments with respect to each series of Consent Notes requires the requisite consent applicable to such series of Consent Notes as described in the Offer to Purchase (the “Requisite
Consent”). As of the Early Tender Time, the Requisite Consent required to approve the Proposed Amendments with respect to the 6.125% 2031 Notes has been received, and the Company intends to execute a supplemental indenture to the
indenture governing such series of Notes on the Early Settlement Date. As of the Early Tender Time, the Requisite Consent required to approve the Proposed Amendments with respect to the 6.625% 2030 Notes, the 7.200% 2029 Debentures and the 7.950%
2029 Debentures was not obtained by the Company and, therefore, the indenture governing such Notes will not be amended and will remain in effect in its present form.
Citigroup Global Markets Inc. is the sole Lead Dealer Manager (the “Lead Dealer Manager”) in connection with the
Tender Offers and the sole Lead Solicitation Agent in connection with the Consent Solicitations, and J.P. Morgan Securities LLC, RBC Capital Markets, LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC are the Co-Dealer Managers in
connection with the Tender Offers and the Consent Solicitations. Global Bondholder Services Corporation has been retained to serve as the Tender Agent and Information Agent for the Tender Offers and Consent Solicitations. Persons with questions
regarding the Tender Offers and Consent Solicitations should contact Citigroup Global Markets Inc. at (toll-free) (800) 558-3745 or (collect) (212) 723-6106, J.P. Morgan Securities LLC at (toll-free) (866) 834-4666 or (collect) (212) 834-3424, RBC
Capital Markets, LLC at (toll-free) (877) 381-2099 or (collect) (212) 618-7843, TD Securities (USA) LLC at (toll-free) (866) 584-2096 or (collect) (212) 827-2842 or Wells Fargo Securities, LLC at (toll-free) (866) 309-6316 or (collect) (704)
410-4235. Requests for the Offer to Purchase should be directed to Global Bondholder Services Corporation at (banks or brokers) (212) 430-3774 or (toll-free) (855) 654-2015 or by email to contact@gbsc-usa.com.
None of Occidental, the Dealer Managers and Solicitation Agents, the Tender Agent and Information Agent, the trustee under the indenture governing the Notes or any of their
respective affiliates is making any recommendation as to whether holders should tender any Notes in response to the Tender Offers and Consent Solicitations. Holders must make their own decision as to whether to participate in the Tender Offers and
Consent Solicitations and, if so, the principal amount of Notes as to which action is to be taken.
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. Neither this press release nor the Offer to Purchase
is an offer to sell or a solicitation of an offer to buy any securities. The Tender Offers and Consent Solicitations are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. In any
jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Occidental by the Dealer Managers or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction.
About Occidental
Occidental is an international energy company that produces, markets and transports oil and natural gas to maximize value and
provide resources fundamental to life. The company leverages its global leadership in carbon management to advance lower-carbon technologies and products. Headquartered in Houston, Occidental primarily operates in the United States, the Middle East
and North Africa. To learn more, visit oxy.com.
Cautionary Statement Concerning Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties that could materially affect expected results of operations, liquidity, cash flows and
business prospects. Actual outcomes or results may differ from anticipated results, sometimes materially. Factors that could cause results to differ from those projected or assumed in any forward-looking statement include, but are not limited to:
general economic conditions, including slowdowns and recessions, domestically or internationally; Occidental’s indebtedness and other payment obligations, including the need to generate sufficient cash flows to fund operations; Occidental’s ability
to successfully monetize select assets and repay or refinance debt and the impact of changes in Occidental’s credit ratings or future increases in interest rates; assumptions about energy markets; global and local commodity and commodity-futures
pricing fluctuations and volatility; supply and demand considerations for, and the prices of, Occidental’s products and services; actions by the Organization of the Petroleum Exporting Countries (OPEC) and non-OPEC oil producing countries; results
from operations and competitive conditions; future impairments of Occidental’s proved and unproved oil and gas properties or equity investments, or write-downs of productive assets, causing charges to earnings; unexpected changes in costs; government
actions (including the effects of announced or future tariff increases and other geopolitical, trade, tariff, fiscal and regulatory uncertainties), war (including the Russia-Ukraine war and conflicts in the Middle East) and political conditions and
events (such as in Latin America); inflation, its impact on markets and economic activity and related monetary policy actions by governments in response to inflation; availability of capital resources, levels of capital expenditures and contractual
obligations; the regulatory approval environment, including Occidental’s ability to timely obtain or maintain permits or other government approvals, including those necessary for drilling and/or development projects; Occidental’s ability to
successfully complete, or any material delay of, field developments, expansion projects, capital expenditures, efficiency projects, acquisitions or divestitures; risks associated with acquisitions, mergers and joint ventures, such as difficulties
integrating businesses, uncertainty associated with financial projections or projected synergies, restructuring, increased costs and adverse tax consequences; uncertainties and liabilities associated with acquired and divested properties and
businesses, including retained liabilities and indemnification obligations associated with the chemical business; uncertainties about the estimated quantities of oil, NGL and natural gas reserves; lower-than-expected production from development
projects or acquisitions; Occidental’s ability to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes and improve Occidental’s competitiveness; exploration, drilling and
other operational risks; disruptions to, capacity constraints in, or other limitations on the pipeline systems that deliver Occidental’s oil and natural gas and other processing and transportation considerations; volatility in the securities, capital
or credit markets, including capital market disruptions and instability of financial institutions; health, safety and environmental (HSE) risks, costs and liability under existing or future federal, regional, state, provincial, tribal, local and
international HSE laws, regulations and litigation (including related to climate change or remedial actions or assessments); legislative or regulatory changes, including changes relating to hydraulic fracturing or other oil and natural gas
operations, retroactive royalty or production tax regimes, and deep-water and onshore drilling and permitting regulations; Occidental’s ability to recognize intended benefits from its business strategies and initiatives, such as the sale of the
chemical business, Occidental’s low-carbon ventures businesses and announced greenhouse gas emissions reduction targets or net-zero goals; changes in government grant or loan programs; potential liability resulting from pending or future litigation,
government investigations and other proceedings; disruption or interruption of production or facility damage due to accidents, chemical releases, labor unrest, weather, power outages, natural disasters, cyber-attacks, terrorist acts or insurgent
activity; the scope and duration of global or regional health pandemics or epidemics and actions taken by government authorities and other third parties in connection therewith; the creditworthiness and performance of Occidental’s counterparties,
including financial institutions, operating partners and other parties; failure of risk management; Occidental’s ability to retain and hire key personnel; supply, transportation and labor constraints; reorganization or restructuring of Occidental’s
operations; changes in state, federal or international tax rates, deductions, incentives or credits; and actions by third parties that are beyond Occidental’s control.
Words such as “estimate,” “project,” “predict,” “will,” “would,” “should,” “could,” “may,” “might,” “anticipate,” “plan,” “intend,” “believe,” “expect,” “aim,” “goal,” “target,”
“objective,” “commit,” “advance,” “likely” or similar expressions that convey the prospective nature of events or outcomes are generally indicative of forward-looking statements. You should not place undue reliance on these forward-looking
statements, which speak only as of this press release. Unless legally required, we undertake no obligation to update, modify or withdraw any forward-looking statements, as a result of new information, future events or otherwise. Material risks that
may affect our results of operations and financial position appear under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in Occidental’s other filings with the U.S. Securities and Exchange Commission.
Contacts
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Media
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Investors
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Eric Moses
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Babatunde A. Cole
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713-497-2017
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713-552-8811
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eric_moses@oxy.com
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investors@oxy.com
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Exhibit 99.2
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Occidental Announces Total Consideration for its Cash Tender Offers and Consent Solicitations for Certain of its Senior Notes and Debentures
HOUSTON — March 5, 2026
— Occidental (NYSE: OXY) today announced the
consideration payable in respect of its offers to purchase for cash (collectively, the “Tender Offers” and each a “Tender Offer”) its Zero Coupon Senior Notes due 2036 (the “0.000% 2036 Notes”), 6.125% Senior Notes due 2031 (the “6.125%
2031 Notes”), 6.625% Senior Notes due 2030 (the “6.625% 2030 Notes”), 7.200% Debentures due 2029 (the “7.200% 2029 Debentures”) and 7.950% Debentures due 2029 (the “7.950% 2029 Debentures” and, together with the 0.000%
2036 Notes, the 6.125% 2031 Notes, the 6.625% 2030 Notes and the 7.200% 2029 Debentures, the “Notes”) and the solicitation of consents (the “Consent Solicitations”) with respect to the Notes (other than the 0.000% 2036 Notes), upon
the terms and conditions described in Occidental’s Offer to Purchase and Consent Solicitation Statement, dated February 19, 2026, as amended (the “Offer to Purchase”).
The consideration (the “Total Consideration”) for each $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Time (as defined below)
and accepted for purchase pursuant to the Tender Offers was determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified in the table below, plus the yield of the applicable U.S. Treasury security
specified in the table below (the “Reference Treasury Security”), based on the bid-side price of such Reference Treasury Security as quoted on the Bloomberg Reference Page specified in the table below at 10:00 a.m., New York City time, on
March 5, 2026.
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Title of Security
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CUSIP / ISIN
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Aggregate Principal Amount Outstanding (1)
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Aggregate Principal Amount Tendered as of the Early Tender Time and Accepted for Purchase
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Reference Treasury Security
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Reference Yield
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Bloomberg Reference Page(2)
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Fixed Spread
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Early Tender Premium(3)
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Total Consideration(3)
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||||||
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Zero Coupon Senior Notes due 2036
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674599DG7 / US674599DG73
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$284,540,000 (4)
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$21,533,000
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4.125% U.S. Treasury Notes due 02/15/2036
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4.136%
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FIT1
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+ 55 basis points
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$30
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$612.42
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6.125% Senior Notes due 2031
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674599EF8 / US674599EF81
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$1,142,749,000
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$843,259,000
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3.750% U.S. Treasury Notes due 01/31/2031
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3.730%
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FIT1
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+ 60 basis points
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$30
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$1,069.83
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||||||
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6.625% Senior Notes due 2030
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674599ED3 / US674599ED34
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$1,449,459,000
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$335,208,000
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3.750% U.S. Treasury Notes due 01/31/2031
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3.730%
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FIT1
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+ 50 basis points
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$30
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$1,086.83
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____________________________________
| (1) |
Aggregate principal amount outstanding as of the date hereof.
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| (2) |
The page on Bloomberg from which the Lead Dealer Manager (as defined below) quoted the bid-side price of the Reference Treasury Security.
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| (3) |
Per $1,000 principal amount of Notes validly tendered and accepted for purchase by Occidental. The Total Consideration includes the Early Tender Premium (as defined below).
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| (4) |
Aggregate principal amount at maturity. The accreted value as of April 10, 2026, the next applicable Accreted Value Calculation Date, will be approximately $580,925.31 per $1,000,000 aggregate
principal amount at maturity of the Zero Coupon Senior Notes due 2036.
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Holders of Notes that were validly tendered at or prior to 5:00 p.m., New York City time, on March 4, 2026 (the “Early Tender
Time”) and accepted for purchase pursuant to the applicable Tender Offer will receive the Total Consideration for such series of Notes, which includes the applicable early tender premium for such series of Notes as set forth in the
table above (the “Early Tender Premium”). All holders of Notes validly tendered and accepted for purchase pursuant to the Tender Offers will also receive accrued and unpaid interest, if any, on such Notes from the last interest payment date with
respect to those Notes to, but not including, March 9, 2026 (the “Early Settlement Date”). Subject to the terms and conditions described in the Offer to Purchase, Occidental will purchase any Notes that have been validly tendered at or prior
to the Early Tender Time and accepted in the applicable Tender Offer on the Early Settlement Date.
Citigroup Global Markets Inc. is the sole Lead Dealer Manager (the “Lead Dealer Manager”) in connection with the
Tender Offers and the sole Lead Solicitation Agent in connection with the Consent Solicitations, and J.P. Morgan Securities LLC, RBC Capital Markets, LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC are the Co-Dealer Managers in
connection with the Tender Offers and the Consent Solicitations. Global Bondholder Services Corporation has been retained to serve as the Tender Agent and Information Agent for the Tender Offers and Consent Solicitations. Persons with questions
regarding the Tender Offers and Consent Solicitations should contact Citigroup Global Markets Inc. at (toll-free) (800) 558-3745 or (collect) (212) 723-6106, J.P. Morgan Securities LLC at (toll-free) (866) 834-4666 or (collect) (212) 834-3424, RBC
Capital Markets, LLC at (toll-free) (877) 381-2099 or (collect) (212) 618-7843, TD Securities (USA) LLC at (toll-free) (866) 584-2096 or (collect) (212) 827-2842 or Wells Fargo Securities, LLC at (toll-free) (866) 309-6316 or (collect) (704)
410-4235. Requests for the Offer to Purchase should be directed to Global Bondholder Services Corporation at (banks or brokers) (212) 430-3774 or (toll-free) (855) 654-2015 or by email to contact@gbsc-usa.com.
None of Occidental, the Dealer Managers and Solicitation Agents, the Tender Agent and Information Agent, the trustee under the indenture governing the Notes or any of their
respective affiliates is making any recommendation as to whether holders should tender any Notes in response to the Tender Offers and Consent Solicitations. Holders must make their own decision as to whether to participate in the Tender Offers and
Consent Solicitations and, if so, the principal amount of Notes as to which action is to be taken.
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. Neither this press release nor the Offer to Purchase
is an offer to sell or a solicitation of an offer to buy any securities. The Tender Offers and Consent Solicitations are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. In any
jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Occidental by the Dealer Managers or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction.
About Occidental
Occidental is an international energy company that produces, markets and transports oil and natural gas to maximize value and
provide resources fundamental to life. The company leverages its global leadership in carbon management to advance lower-carbon technologies and products. Headquartered in Houston, Occidental primarily operates in the United States, the Middle East
and North Africa. To learn more, visit oxy.com.
Cautionary Statement Concerning Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties that could materially affect expected results of operations, liquidity, cash flows and
business prospects. Actual outcomes or results may differ from anticipated results, sometimes materially. Factors that could cause results to differ from those projected or assumed in any forward-looking statement include, but are not limited to:
general economic conditions, including slowdowns and recessions, domestically or internationally; Occidental’s indebtedness and other payment obligations, including the need to generate sufficient cash flows to fund operations; Occidental’s ability
to successfully monetize select assets and repay or refinance debt and the impact of changes in Occidental’s credit ratings or future increases in interest rates; assumptions about energy markets; global and local commodity and commodity-futures
pricing fluctuations and volatility; supply and demand considerations for, and the prices of, Occidental’s products and services; actions by the Organization of the Petroleum Exporting Countries (OPEC) and non-OPEC oil producing countries; results
from operations and competitive conditions; future impairments of Occidental’s proved and unproved oil and gas properties or equity investments, or write-downs of productive assets, causing charges to earnings; unexpected changes in costs; government
actions (including the effects of announced or future tariff increases and other geopolitical, trade, tariff, fiscal and regulatory uncertainties), war (including the Russia-Ukraine war and conflicts in the Middle East) and political conditions and
events (such as in Latin America); inflation, its impact on markets and economic activity and related monetary policy actions by governments in response to inflation; availability of capital resources, levels of capital expenditures and contractual
obligations; the regulatory approval environment, including Occidental’s ability to timely obtain or maintain permits or other government approvals, including those necessary for drilling and/or development projects; Occidental’s ability to
successfully complete, or any material delay of, field developments, expansion projects, capital expenditures, efficiency projects, acquisitions or divestitures; risks associated with acquisitions, mergers and joint ventures, such as difficulties
integrating businesses, uncertainty associated with financial projections or projected synergies, restructuring, increased costs and adverse tax consequences; uncertainties and liabilities associated with acquired and divested properties and
businesses, including retained liabilities and indemnification obligations associated with the chemical business; uncertainties about the estimated quantities of oil, NGL and natural gas reserves; lower-than-expected production from development
projects or acquisitions; Occidental’s ability to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes and improve Occidental’s competitiveness; exploration, drilling and
other operational risks; disruptions to, capacity constraints in, or other limitations on the pipeline systems that deliver Occidental’s oil and natural gas and other processing and transportation considerations; volatility in the securities, capital
or credit markets, including capital market disruptions and instability of financial institutions; health, safety and environmental (HSE) risks, costs and liability under existing or future federal, regional, state, provincial, tribal, local and
international HSE laws, regulations and litigation (including related to climate change or remedial actions or assessments); legislative or regulatory changes, including changes relating to hydraulic fracturing or other oil and natural gas
operations, retroactive royalty or production tax regimes, and deep-water and onshore drilling and permitting regulations; Occidental’s ability to recognize intended benefits from its business strategies and initiatives, such as the sale of the
chemical business, Occidental’s low-carbon ventures businesses and announced greenhouse gas emissions reduction targets or net-zero goals; changes in government grant or loan programs; potential liability resulting from pending or future litigation,
government investigations and other proceedings; disruption or interruption of production or facility damage due to accidents, chemical releases, labor unrest, weather, power outages, natural disasters, cyber-attacks, terrorist acts or insurgent
activity; the scope and duration of global or regional health pandemics or epidemics and actions taken by government authorities and other third parties in connection therewith; the creditworthiness and performance of Occidental’s counterparties,
including financial institutions, operating partners and other parties; failure of risk management; Occidental’s ability to retain and hire key personnel; supply, transportation and labor constraints; reorganization or restructuring of Occidental’s
operations; changes in state, federal or international tax rates, deductions, incentives or credits; and actions by third parties that are beyond Occidental’s control.
Words such as “estimate,” “project,” “predict,” “will,” “would,” “should,” “could,” “may,” “might,” “anticipate,” “plan,” “intend,” “believe,” “expect,” “aim,” “goal,” “target,”
“objective,” “commit,” “advance,” “likely” or similar expressions that convey the prospective nature of events or outcomes are generally indicative of forward-looking statements. You should not place undue reliance on these forward-looking
statements, which speak only as of this press release. Unless legally required, we undertake no obligation to update, modify or withdraw any forward-looking statements, as a result of new information, future events or otherwise. Material risks that
may affect our results of operations and financial position appear under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in Occidental’s other filings with the U.S. Securities and Exchange Commission.
Contacts
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Media
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Investors
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Eric Moses
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Babatunde A. Cole
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713-497-2017
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713-552-8811
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eric_moses@oxy.com
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investors@oxy.com
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FAQ
What debt tender offers did Occidental (OXY) announce in this 8-K?
Occidental launched cash tender offers for its 0.000% Senior Notes due 2036, 6.125% Senior Notes due 2031, 6.625% Senior Notes due 2030, 7.200% Debentures due 2029 and 7.950% Debentures due 2029, along with related consent solicitations for all but the 0.000% 2036 Notes.
How much did Occidental (OXY) increase the tender offer cap to?
Occidental increased the maximum aggregate principal amount it may purchase, called the Aggregate Cap, from $700,000,000 to $1,200,000,000. The separate $58,000,000 sub-cap for the 0.000% 2036 Notes was unchanged, and the offers reached the Aggregate Cap at the early tender deadline.
What were the early tender results for Occidental’s 2031 and 2030 senior notes?
As of the early tender time, holders tendered and Occidental accepted $843,259,000 of 6.125% Senior Notes due 2031 and $335,208,000 of 6.625% Senior Notes due 2030. The 6.625% 2030 Notes were subject to a 28.7% proration factor because tenders at higher priorities already filled the aggregate cap.
What consent amendments did Occidental (OXY) obtain for its 6.125% 2031 Notes?
Occidental received the requisite consent to amend the indenture for the 6.125% 2031 Notes. The supplemental indenture removes certain covenants for that series and shortens the minimum notice period for redemption to five business days before the redemption date, affecting future call mechanics on those notes only.
What consideration do early tendering noteholders receive in Occidental’s offers?
Holders who tendered by the early tender time and were accepted will receive a series-specific Total Consideration per $1,000 principal. This includes a $30 early tender premium plus a price determined using the applicable fixed spread over the referenced U.S. Treasury yield, along with accrued and unpaid interest to the early settlement date.
When do Occidental’s tender offers and consent solicitations expire?
The tender offers and related consent solicitations are scheduled to expire at 5:00 p.m., New York City time, on March 19, 2026, unless Occidental extends or terminates them earlier. Because the Aggregate Cap was already fully subscribed at the early tender time, later tenders will only be accepted if the cap is increased again.
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