OXY - Occidental Announces Commencement of Exchange Offer and Consent Solicitation for CrownRock Notes | Benzinga
HOUSTON, July 19, 2024 (GLOBE NEWSWIRE) -- Occidental (NYSE:OXY) today announced that it has commenced a private exchange offer to certain eligible holders (the "Exchange Offer") for any and all outstanding 5.000% Senior Notes due 2029 (the "CrownRock Notes") issued by CrownRock, L.P. ("CrownRock") and CrownRock Finance, Inc. for up to $376,084,000 aggregate principal amount of new notes to be issued by Occidental (the "Occidental Notes") and cash.
As previously announced, on December 10, 2023, Occidental entered into a Partnership Interest Purchase Agreement (the "Purchase Agreement") with CrownRock Holdings, L.P. ("Limited Partner"), CrownRock GP, LLC ("General Partner" and, together with the Limited Partner, the "Sellers"), Coral Holdings LP, LLC, a wholly owned indirect subsidiary of Occidental ("LP Purchaser"), and Coral Holdings GP, LLC, a wholly owned indirect subsidiary of Occidental ("GP Purchaser" and, together with the LP Purchaser, the "Purchasers"). Subject to the terms and conditions of the Purchase Agreement, the Purchasers will purchase 100% of the issued and outstanding partner interests of CrownRock from the Sellers (such transaction, the "Acquisition"). The Exchange Offer and Consent Solicitation (as defined herein) are being conducted in connection with, and are conditioned upon, the completion of the Acquisition and, with respect only to the Consent Solicitation, the conditions that Occidental shall have received the Requisite Consent (as defined herein) for the Proposed Amendments (as defined herein) and that a supplemental indenture relating to the Proposed Amendments has been executed and delivered.
In conjunction with the Exchange Offer, Occidental is concurrently soliciting consents (the "Consent Solicitation" and, together with the Exchange Offer, the "Exchange Offer and Consent Solicitation") to adopt certain proposed amendments to the indenture governing the CrownRock Notes (the "CrownRock Indenture") to, among other things, eliminate from the CrownRock Indenture (i) substantially all of the restrictive covenants, (ii) certain of the events which may lead to an "Event of Default," (iii) the reporting covenant, (iv) the restrictions on CrownRock consolidating or merging with or into another person or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or substantially all of its properties or assets to another person and (v) the obligation to offer to purchase the CrownRock Notes upon certain change of control transactions (collectively, the "Proposed Amendments"). The Proposed Amendments require the consent of the holders of not less than a majority in principal amount of the CrownRock Notes outstanding (the "Requisite Consent"). If the Requisite Consent is obtained, any remaining CrownRock Notes not tendered and exchanged for Occidental Notes will be governed by the amended indenture. The Exchange Offer and Consent Solicitation are subject to the same conditions, and any waiver of a condition by Occidental with respect to the Exchange Offer will automatically waive such condition with respect to the Consent Solicitation, as applicable.
The following table sets forth the Consent Payment (as defined herein), Exchange Consideration (as defined herein), Early Participation Premium (as defined herein) and Total Consideration (as defined herein) for the CrownRock Notes:
| Title of CrownRock Notes |
| CUSIP Nos. |
| Maturity Date |
| Principal Amount Outstanding |
| Consent Payment(1) |
| Exchange Consideration(2) |
| Early Participation Premium(3) |
| Total Consideration(4) |
| 5.000% Senior Notes due 2029 |
| 228701 AG3 (144A) / U22870 AF3 (Reg S) |
| 05/01/2029 |
| $376,084,000 |
| $2.50 in cash |
| $970 principal amount of Occidental 5.000% Senior Notes due 2029 |
| $30 principal amount of Occidental 5.000% Senior Notes due 2029 |
| $1,000 principal amount of Occidental 5.000% Senior Notes due 2029 and $2.50 in cash |
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| (1) |
| For each $1,000 principal amount of CrownRock Notes validly tendered and accepted for exchange. On the Early Settlement Date (as defined herein), the Consent Payment will be paid to each eligible holder of CrownRock Notes that validly tendered and did not validly withdraw CrownRock Notes at or prior to the Early Participation Date (as defined herein). |
| (2) |
| For each $1,000 principal amount of CrownRock Notes validly tendered and accepted for exchange. |
| (3) |
| For each $1,000 principal amount of CrownRock Notes validly tendered and not validly withdrawn at or prior to the Early Participation Date and accepted for exchange. On the Early Settlement Date, the Early Participation Premium will be paid to each eligible holder of CrownRock Notes who is a beneficial owner of such CrownRock Notes at the Early Participation Date, and who validly tendered and did not validly withdraw such CrownRock Notes at or prior to the Early Participation Date. |
| (4) |
| For each $1,000 principal amount of ... |