Occidental opens tender offers, consent bids for 2021, 2022 notes

By Sarah Lizee

Olympia, Wash., June 25 – Occidental Petroleum Corp. launched cash tender offers and consent solicitations for up to $1.5 billion of nine series of senior notes due 2021 and 2022, according to a press release.

The following notes are included in the tender offers, listed in order of acceptance priority level:

• $1,248,777,000 of 4.1% senior notes due 2021 (Cusip: 674599BY0) for a total consideration of $1,005 per $1,000 of notes;

• $500 million of floating-rate notes due February 2021 (Cusip: 674599CT0) for a total consideration of $990 per $1,000 of notes;

• $653,019,000 of 4.85% senior notes due 2021 (Cusip: 674599CZ6) for a total consideration of $1,007.50 per $1,000 of notes;

• $1.5 billion of 2.6% senior notes due 2021 (Cusip: 674599CU7) for a total consideration of $985 per $1,000 of notes;

• $500 million of floating-rate notes due August 2021 (Cusip: 674599CV5) for a total consideration of $970 per $1,000 of notes;

• $813.69 million of 3 1/8% senior notes due 2022 (Cusip: 674599CC7) for a total consideration of $985 per $1,000 of notes;

• $400 million of 2.6% senior notes due 2022 (Cusip: 674599CK9) for a total consideration of $975 per $1,000 of notes;

• $2 billion of 2.7% senior notes due 2022 (Cusip: 674599CP8) for a total consideration of $970 per $1,000 of notes; and

• $1.5 billion of floating-rate notes due August 2022 (Cusip: 674599CQ6) for a total consideration of $935 per $1,000 of notes.

The total consideration for each series of notes includes an early tender premium of $50 per $1,000 of notes.

Holders who tender their notes by the early tender time, 5 p.m. ET on July 9, will be eligible to receive the early tender premium.

Holders will also receive accrued interest.

The maximum amount of notes due 2022 to be purchased under the offers is limited to $250 million.

Tendered notes accepted for purchase may be subject to pro ration.

The tender offers expire at 11:59 p.m. ET on July 23.

Tenders may be withdrawn prior to the early tender date.

As part of the tender offers, Occidental is also soliciting consents from noteholders for some proposed amendments that would, among other things, remove some covenants and events of default contained in the indentures governing the notes.

Adoption of the proposed amendments for each series requires the requisite consent applicable to each series.

Each holder tendering notes under the tender offers must also deliver consents and will be deemed to have done so. Holders may not deliver consents without also tendering their notes.

The tender offers are not conditioned on the tender of any minimum principal amount of notes of any series or on the delivery of a number of consents required to amend the indenture with respect to any series of notes. However, Occidental’s obligation to accept for purchase and to pay for any of the notes in the tender offers is subject to the satisfaction or waiver of a number of conditions, including the completion by Occidental of a registered offering of senior debt securities that results in net proceeds of at least $1.475 billion.

The lead dealer managers and lead solicitation agents are Citigroup Global Markets Inc. (800 558-3745 toll free or 212 723-6106 collect), J.P. Morgan Securities LLC (866 834-4666 toll free or 212 834-2045 collect), RBC Capital Markets, LLC (877 381-2099 or 212 618-7843 collect) and Wells Fargo Securities, LLC (866 309-6316 toll free or 704 410-4756 collect).

The tender agent and information agent is Global Bondholder Services Corp. (212 430-3774 for banks and brokers, 866 807-2200 toll free or contact@gbsc-usa.com).

Occidental is a Houston oil and gas, chemical and midstream company.

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