OCCIDENTAL PETROLEUM CORP /DE/

Occidental completed the $9.7 billion sale of OxyChem to Berkshire Hathaway.

asset acquisition disposition

Occidental agreed to sell its OxyChem chemicals business to Berkshire Hathaway for $9.7 billion in cash, a major divestiture likely aimed at cutting the debt built up from the CrownRock acquisition.

material agreement

Occidental completed its roughly $12 billion acquisition of CrownRock, adding the private Permian Basin producer's full operations and giving CrownRock's former owners registration rights to resell the Occidental stock they received as consideration.

asset acquisition disposition

Occidental lined up a $4.7 billion term loan to help fund its pending acquisition of Permian Basin producer CrownRock and refinance CrownRock's existing debt.

debt financing

Hurricane Ida forced Occidental to shut in several Gulf of Mexico platforms and relocate onshore support operations after shore-base damage; three of ten platforms had restarted within days, but full recovery depended on third-party infrastructure Occidental could not control.

production update

the exchange certified OCCIDENTAL PETROLEUM CORP /DE/'s securities for listing, clearing them to begin trading.

listing compliance notice

As its stock traded near historic lows, Occidental distributed warrants to all common shareholders -- one warrant per 8 shares held, exercisable at $22 -- giving them extra upside if the stock recovers.

material agreement

With its stock hit hard by the COVID-era oil crash and its Anadarko-related debt load, Occidental sold $2 billion of new notes at distressed rates of 8%-8.875% to fund a tender offer buying back other outstanding bonds.

security holder rights change

The Total asset-sale plan partly unraveled: Occidental completed the Mozambique and South Africa sales, but after pushback from Algerian officials it decided to keep operating in Algeria, and Total then walked away from the related Ghana purchase too. Occidental will now market the Ghana assets separately.

material agreement

the exchange certified OCCIDENTAL PETROLEUM CORP /DE/'s securities for listing, clearing them to begin trading.

listing compliance notice

By this amendment the exchange offers no longer depended on the Anadarko merger: the completion-of-merger condition was struck out, leaving only effectiveness of the registration statement as an unwaivable condition. It also recorded that on 8 August Occidental had issued $13.0 billion of senior unsecured notes, raising about $12.9 billion after fees, to pay for the acquisition -- so the debt was already on the balance sheet before the legacy bonds were swapped. The tender deadline moved from 5:00 p.m. to 12:01 a.m.

debt financing

Occidental completed its acquisition of Anadarko Petroleum for about $36 billion in cash and stock plus assumed debt, funded partly by an $8.8 billion term loan; Anadarko is now a wholly owned Occidental subsidiary.

business combination

Occidental raised $13 billion in a ten-tranche bond offering -- one of the largest corporate bond deals on record -- to help fund the Anadarko acquisition.

debt financing

Occidental and Total S.A. signed a definitive $8.8 billion agreement for Total to buy Anadarko's Algeria, Ghana, Mozambique and South Africa assets once the Anadarko merger closes, superseding their earlier May 2019 memorandum.

material agreement

Occidental offered to swap its own notes for the legacy Anadarko, Anadarko HoldCo, Anadarko Finance and Kerr-McGee bonds it was inheriting, across more than twenty series maturing from 2025 to 2096. Holders tendering by the early date get $1,000 of new Occidental notes and $1.00 cash per $1,000 of old notes -- including a $30 early participation premium -- and only $970 of notes afterwards. Tendering also counts as consent to strip covenants out of the old indentures, and at the time of filing the whole offer was conditional on the Anadarko merger closing.

debt financing

OCCIDENTAL PETROLEUM CORP /DE/'s exchange filed to remove a class of its securities from listing.

listing compliance notice

The amendment added a litigation section the original did not have: two Anadarko stockholders had demanded inspection of Anadarko's books and records under Delaware law in May, and on 30 May Carl Icahn's High River, Icahn Partners Master Fund and Icahn Partners -- Occidental stockholders, not Anadarko's -- filed in the Delaware Court of Chancery for inspection of Occidental's records. Occidental answered on 14 June. These are books-and-records actions rather than challenges to the merger itself, but they mark the point at which Occidental's own shareholders started contesting the deal.

business combination

Occidental registered the stock leg of its purchase of Anadarko: $59.00 in cash plus 0.2934 of an Occidental share per Anadarko share, a fixed ratio with no collar, so Anadarko holders carry the full risk of Occidental's share price between signing and closing. The pro formas set out what comes with it -- up to $21.8 billion of committed bridge borrowing to fund the cash, Berkshire Hathaway's $10 billion of preferred stock and warrants, and a binding agreement to sell Anadarko's Algerian, Ghanaian, Mozambican and South African businesses to Total for $8.8 billion once the merger closes. The break fee is a mutual 3.95% of Anadarko's implied equity value.

business combination

Occidental agreed to acquire Anadarko Petroleum for roughly $57 billion including debt, after outbidding Chevron (Anadarko owes Chevron a $1 billion breakup fee). Occidental is funding the cash portion with a $10 billion preferred-stock investment from Berkshire Hathaway and a $21.8 billion bridge loan.

business combination