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 18, 2020
(Exact Name of Registrant as Specified in 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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,
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(Address of Principal Executive Offices)
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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
(see General Instruction A.2 below):
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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 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
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On March 23, 2020, Occidental Petroleum Corporation (the “Company” or “Occidental”) along with the financial institutions party to the agreements, amended the sole
financial covenant in its Revolving Credit Facility and Term Loan both dated June 3, 2019 (together the “Credit Agreements”) by revising the definition of “Total Capitalization” in Section 1.01 of each Credit Agreement (the “First Amendments”) to
exclude any non-cash write-downs, impairments and related charges occurring after September 30, 2019, which will provide the Company with additional flexibility, in the event of any such write-downs, impairments or other changes under the ratio
of Total Debt to Total Capitalization covenant set forth therein.
As of March 24, 2020, the Company had no borrowings or outstanding letters of credit under the Revolving Credit Facility.
Some of the lenders under the Credit Agreements and/or their affiliates have in the past performed, or currently perform, investment banking, financial advisory,
lending and/or commercial banking services, or other services for the Company and its subsidiaries, for which they have received, or may in the future receive, customary compensation and expense reimbursement.
The foregoing description of the First Amendments does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the First
Amendments, which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On March 18, 2020, the Board of Directors (the “Board”) of Occidental increased the size of the Board from 11 to 12 directors in order to elect Stephen
I. Chazen as Chairman of the Board, effective March 18, 2020.
Mr. Chazen is the President, Chief Executive Officer and Chairman of Magnolia Oil & Gas Corporation, a publicly-traded exploration and production
company. Prior to that, Mr. Chazen was President and Chief Executive Officer of Occidental from May 2011 to April 2016 and served as a member of the Board from May 2010 to May 2017. Mr. Chazen served as Occidental’s President and Chief Operating
Officer from 2010 to 2011; President and Chief Financial Officer from 2007 to 2010; Chief Financial Officer and Senior Executive Vice President from 2004 to 2007; Chief Financial Officer and Executive Vice President-Corporate Development from 1999
to 2004; and Executive Vice President-Corporate Development from 1994 to 1999. Before joining Occidental, Mr. Chazen was a Managing Director in Corporate Finance and Mergers and Acquisitions at Merrill Lynch. He worked as Director of Project
Evaluation and Reservoir Engineering at Columbia Gas Development Corporation from 1977 to 1982. He began his career with Northrop Corporation in 1973 as a Laboratory Manager at the Johnson Space Center. Mr. Chazen is a former Chairman of the Board
of the American Petroleum Institute and the Catalina Island Conservancy. Mr. Chazen was appointed to the University of Houston System Board of Regents in 2018 and serves on the Advisory Board at Rice University’s Baker Institute for Public Policy.
He is a director of Houston Methodist Institute for Academic Medicine, the Williams Companies and the National Park Foundation. Mr. Chazen holds a Ph.D. in Geology from Michigan State University, a master’s degree in Finance from the University of
Houston, and a bachelor’s degree in Geology from Rutgers College.
There are no arrangements or understandings between Mr. Chazen and any other person pursuant to which he was selected as a director. Pursuant to the
Company’s compensation program for non-employee directors, Mr. Chazen will receive (i) a pro rata portion of the 2019-2020 common stock equity award granted to the Chairman of the Board and (ii) a pro rata portion of the 2019-2020 retainer paid
to the Chairman of the Board, in each case after giving effect to a 15% reduction in all remaining 2019-2020 non-employee director compensation that has been adopted by the Board.
On March 24, 2020, the Company issued a press release with respect to Mr. Chazen’s election to the Board. The press release, furnished as Exhibit 99.1
hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits.
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| (d) |
Exhibits.
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Exhibit No.
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Description
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| 10.1 |
Amendment No. 1 to Amended and Restated Revolving Credit Agreement, dated as of March 23, 2020, among Occidental Petroleum Corporation,
the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. |
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| 10.2 |
Amendment No. 1 to Term Loan Agreeement, dated as of March 23, 2020, among Occidental Petroleum Corporation, the lenders party thereto and
Citibank, N.A. as Administrative Agent. |
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Press Release dated March 24, 2020.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Additional Information and Where to Find It
The Company intends to file with the Securities and Exchange Commission (“SEC”) a proxy statement on Schedule 14A, containing a form of WHITE proxy card, with respect
to its solicitation of proxies for the Company’s 2020 Annual Meeting of Stockholders. This communication is not a substitute for any proxy statement or other document that the Company may file with the SEC in connection with any solicitation by
the Company.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY THE COMPANY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION BY THE COMPANY. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by the Company free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by the Company will also be available free of charge by accessing the Company’s website at www.oxy.com.
Participants
The Company, its directors and executive officers and other members of management and employees are or will be participants in the solicitations of proxies by the Company. Information about the Company’s executive officers and directors, and their ownership of the Company by security holdings or otherwise, is available in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 28, 2020, in its proxy statement for the 2019 Annual Meeting which was filed with the SEC on March 28, 2019 and in its Form 8-K which was filed with the SEC on January 7, 2020. To the extent holdings of the Company’s securities reported in the proxy statement for the 2019 Annual Meeting or in such Form 8-K have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free of charge at the SEC’s website at www.sec.gov.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY THE COMPANY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION BY THE COMPANY. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by the Company free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by the Company will also be available free of charge by accessing the Company’s website at www.oxy.com.
Participants
The Company, its directors and executive officers and other members of management and employees are or will be participants in the solicitations of proxies by the Company. Information about the Company’s executive officers and directors, and their ownership of the Company by security holdings or otherwise, is available in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 28, 2020, in its proxy statement for the 2019 Annual Meeting which was filed with the SEC on March 28, 2019 and in its Form 8-K which was filed with the SEC on January 7, 2020. To the extent holdings of the Company’s securities reported in the proxy statement for the 2019 Annual Meeting or in such Form 8-K have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free of charge at the SEC’s website at www.sec.gov.
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.
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OCCIDENTAL PETROLEUM CORPORATION
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By:
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/s/ Nicole E. Clark
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Name:
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Nicole E. Clark
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Title:
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Vice President, Deputy General Counsel and Corporate Secretary
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Date: March 24, 2020
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Exhibit 10.1
EXECUTION VERSION
FIRST AMENDMENT dated as of March 23, 2020 (this “Amendment”), to the Amended and Restated Credit Agreement dated as of June 3, 2019 (as amended,
amended and restated, supplemented or otherwise modified, the “Credit Agreement”), among OCCIDENTAL PETROLEUM CORPORATION (the “Company”), the Banks party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity,
the “Administrative Agent”).
WHEREAS, the Banks have extended and have agreed to extend credit to the Company under the Credit Agreement on the terms and subject to the conditions
set forth therein. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
WHEREAS, the Company has requested that the Credit Agreement be amended in the manner set forth herein.
WHEREAS, the Banks party hereto, constituting the Required Banks, and the Administrative Agent are willing to so amend the Credit Agreement on the terms
and subject to the conditions hereof.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendments to the Credit Agreement. Effective as of the Amendment Effective Date, the definition of the term “Total
Capitalization” in Section 1.01 of the Credit Agreement is hereby amended by inserting the following sentence at the end of such definition:
“For purposes of this Agreement, Total Capitalization shall be calculated excluding the cumulative amount of any non-cash
write-downs, impairments and related charges occurring after September 30, 2019, including, without limitation, those which may be required under Rule 4-10 (Financial Accounting and Reporting for Oil and Gas Producing Activities Pursuant to the
Federal Securities Laws and the Energy Policy and Conservation Act of 1975) of Regulation S-X promulgated by the Securities and Exchange Commission or by United States generally accepted accounting principles.”
SECTION 2. Representations and Warranties. The Company represents and warrants to the Administrative Agent and the Banks
that:
(a) this Amendment has been duly executed and delivered by the
Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or
injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law);
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(b) after giving effect to this Amendment, the representations and warranties of the Company set forth in the Credit Agreement are
true and correct in all material respects as of the Amendment Effective Date (or in all respects if such representation is qualified by materiality), except where such representations and warranties expressly relate to an earlier date, in which case
such representations and warranties were true and correct on and as of such earlier date; and
(c) no Event of Default and no Unmatured Event of Default has occurred or is continuing on the Amendment Effective Date before or
after giving effect to this Amendment.
SECTION 3. Effectiveness. This Amendment shall become effective as of the date (the “Amendment Effective Date”) on
which the Administrative Agent shall have executed this Amendment and shall have received counterparts hereof duly executed and delivered by the Company, the Administrative Agent and the Required Banks.
The Administrative Agent shall notify the Banks of the Amendment Effective Date and such notice shall be conclusive and binding absent manifest error.
SECTION 4. Expenses. The Company agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in
connection with this Amendment, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, in each case to the extent provided in Section 10.04 of the Credit Agreement.
SECTION 5. Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Person party to the Credit Agreement, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Company to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement.
(b) On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”,
“hereto”, or words of similar import, and each reference to the Credit Agreement, “thereunder”, “thereof” or words of similar import referring to the Credit Agreement in any other document shall be deemed a reference to the Credit Agreement as
amended hereby.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK,
AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.
SECTION 7. Integration. This Amendment supersedes any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof.
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SECTION 8. General. Sections 10.01 (No Waiver; Modifications in Writing), 10.02 (Confidentiality), 10.03 (Notices, etc.), 10.10 (Headings), 10.12 (Execution in Counterparts;
Integration) and 10.14 (Consent to Jurisdiction and Service of Process; Waiver of Jury Trial) of the Credit Agreement are hereby incorporated into and shall apply mutatis
mutandis to this Amendment.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above
written.
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OCCIDENTAL PETROLEUM CORPORATION,
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by
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/s/ James E. Holtz
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Name: James E. Holtz
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Title: Assistant Treasurer
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
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JPMORGAN CHASE BANK, N.A., in its individual capacity,
as Administrative Agent and as a Bank
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by
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/s/ Arina Mavilian
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Name: Arina Mavilian
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Title: Authorized Signatory
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
OCCIDENTAL PETROLEUM CORPORATION
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CITIBANK, N.A.
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by
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/s/ Carolyn Kee
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Name: Carolyn Kee
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Title:Vice President
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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BANK OF AMERICA, N.A.
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by
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/s/ Raza Jafferi
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Name: Raza Jafferi
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Title:Director
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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THE BANK OF NOVA SCOTIA,
HOUSTON BRANCH
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by
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/s/ Scott Nickel
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Name: Scott Nickel
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Title: Director
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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BARCLAYS BANK PLC, as a Bank
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by
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/s/ Sydney G. Dennis
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Name: Sydney G. Dennis
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Title: Director
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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HSBC BANK USA, NATIONAL ASSOCIATION
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by
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/s/ John Robinson
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Name: John Robinson
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Title: Managing Director
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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MUFG BANK, LTD.
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by
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/s/ Anastasiya Bykov
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Name: Anastasiya Bykov
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Title: Vice President
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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ROYAL BANK OF CANADA
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by
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/s/ Katy Berkemeyer
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Name: Katy Berkemeyer
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Title: Authorized Signatory
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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SOCIETE GENERALE
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by
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/s/ Diego Medina
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Name: Diego Medina
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Title: Director
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
| SUMITOMO MITSUI BANKING CORPORATION | ||
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by
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/s/ Michael Maguire
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Name: Michael Maguire
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Title: Managing Director
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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WELLS FARGO BANK, N.A.
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by
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/s/ Brandon Dunn
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Name: Brandon Dunn
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Title: Director
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
NEW YORK BRANCH
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by
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/s/ Cara Younger
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Name: Cara Younger
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Title: Executive Director
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by
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/s/ Miriam Trautmann
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Name: Miriam Trautmann
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Title: Senior Vice President
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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MIZUHO BANK, LTD.
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by
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/s/ Edward Sacks
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Name: Edward Sacks
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Title: Authorized Signatory
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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PNC BANK., NATIONAL ASSOCIATION
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by
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/s/ Denise S. Davis
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Name: Denise S. Davis
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Title: Director
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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THE TORONTO-DOMINION BANK, NEW YORK BRANCH
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by
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/s/ Peter Kuo
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Name: Peter Kuo
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Title: Authorized Signatory
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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U.S. BANK NATIONAL ASSOCIATION
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by
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/s/ John Prigge
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Name: John Prigge
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Title: Senior Vice President
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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BMO HARRIS BANK N.A.
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by
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/s/ Melissa Guzmann
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Name: Melissa Guzmann
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Title: Director
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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CREDIT AGRICOLE CORPORATE & INVESTMENT BANK
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by
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/s/ Michael D. Willis
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Name: Michael D. Willis
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Title: Managing Director
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by
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/s/ Patrick de Talance
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Name: Patrick de Talance
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Title: Managing Director
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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STANDARD CHARTERED BANK
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by
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/s/ James Beck
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Name: James Beck
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Title: Associate Director
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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RIYAD BANK, HOUSTON AGENCY
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by
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/s/ Michael Meiss
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Name: Michael Meiss
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Title: General Manager
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by
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/s/ Roxanne Crawford
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Name: Roxanne Crawford
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Title: Vice President, Administrative Officer
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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THE BANK OF NEW YORK MELLON
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by
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/s/ William M. Feathers
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Name: William M. Feathers
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Title: Director
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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BNP PARIBAS, in its individual capacity, as a Bank
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by
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/s/ Nicolas Anbepree
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Name: Nicolas Anbepree
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Title: Director
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by
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/s/ Claudia Zarate
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Name: Claudia Zarate
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Title: Managing Director
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
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by
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/s/ Nupur Kumar
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Name: Nupur Kumar
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Title: Authorized Signatory
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by
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/s/ Bastien Dayer
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Name: Bastien Dayer
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Title: Authorized Signatory
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[Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]
Exhibit 10.2
EXECUTION VERSION
FIRST AMENDMENT dated as of March 23, 2020 (this “Amendment”), to the Term Loan Agreement
dated as of June 3, 2019 (as amended, amended and restated, supplemented or otherwise modified, the “Term Loan Agreement”), among OCCIDENTAL PETROLEUM CORPORATION (the “Company”), the Banks party thereto and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
WHEREAS, the Banks have made Term Loans to the Company under the Term Loan Agreement on the terms and subject to the conditions set forth therein.
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Term Loan Agreement.
WHEREAS, the Company has requested that the Term Loan Agreement be amended in the manner set forth herein.
WHEREAS, the Banks party hereto, constituting the Required Banks, and the Administrative Agent are willing to so amend the Term Loan Agreement on the
terms and subject to the conditions hereof.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendments to the Term Loan Agreement. Effective as of the
Amendment Effective Date, the definition of the term “Total Capitalization” in Section 1.01 of the Term Loan Agreement is hereby amended by inserting the following sentence at the end of
such definition:
“For purposes of this Agreement, Total Capitalization shall be calculated excluding the cumulative amount of any non-cash
write-downs, impairments and related charges occurring after September 30, 2019, including, without limitation, those which may be required under Rule 4-10 (Financial Accounting and Reporting for Oil and Gas Producing Activities Pursuant to the
Federal Securities Laws and the Energy Policy and Conservation Act of 1975) of Regulation S-X promulgated by the Securities and Exchange Commission or by United States generally accepted accounting principles.”
SECTION 2. Representations and Warranties. The Company represents and
warrants to the Administrative Agent and the Banks that:
(a) this Amendment has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and
by general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether such enforceability is considered in a
proceeding in equity or at law);
2
(b) after giving effect to this Amendment, the representations and warranties of the Company set forth in the Term Loan Agreement
are true and correct in all material respects as of the Amendment Effective Date (or in all respects if such representation is qualified by materiality), except where such representations and warranties expressly relate to an earlier date, in which
case such representations and warranties were true and correct on and as of such earlier date; and
(c) no Event of Default and no Unmatured Event of Default has occurred or is continuing on the Amendment Effective Date before or
after giving effect to this Amendment.
SECTION 3. Effectiveness. This Amendment shall become effective as of
the date (the “Amendment Effective Date”) on which the Administrative Agent shall have executed this Amendment and shall have received counterparts hereof duly executed and delivered by the
Company, the Administrative Agent and the Required Banks.
The Administrative Agent shall notify the Banks of the Amendment Effective Date and such notice shall be conclusive and binding absent manifest error.
SECTION 4. Expenses. The Company agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, in each case to the extent provided in Section 10.04
of the Term Loan Agreement.
SECTION 5. Effect of Amendment. (a) Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Person party to the Term Loan Agreement, and shall not alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in the Term Loan Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the
Company to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Term Loan Agreement.
(b) On and after the Amendment Effective Date, each reference in the Term Loan Agreement to “this Agreement”, “hereunder”,
“hereof”, “hereto”, or words of similar import, and each reference to the Term Loan Agreement, “thereunder”, “thereof” or words of similar import referring to the Term Loan Agreement in any other document shall be deemed a reference to the Term Loan
Agreement as amended hereby.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.
SECTION 7. Integration. This Amendment supersedes any and all
previous agreements and understandings, oral or written, relating to the subject matter hereof.
3
SECTION 8. General. Sections 10.01 (No Waiver; Modifications in Writing), 10.02 (Confidentiality), 10.03 (Notices,
etc.), 10.10 (Headings), 10.12 (Execution in Counterparts; Integration) and 10.14 (Consent to Jurisdiction and Service of Process; Waiver of Jury Trial) of the Term Loan Agreement are hereby incorporated into and shall apply mutatis mutandis to this Amendment.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above
written.
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OCCIDENTAL PETROLEUM CORPORATION,
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by
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/s/ James E. Holtz | |
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Name: James E. Holtz
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Title: Assistant Treasurer
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[Signature Page to First Amendment to Term Loan Agreement]
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CITIBANK, N.A., in its individual capacity,
as Administrative Agent and as a Bank
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by
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/s/ Carolyn Kee
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Name: Carolyn Kee
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Title: Vice President
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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BANK OF AMERICA, N.A.
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by
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/s/ Raza Jafferi
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Name: Raza Jafferi
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Title: Director
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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THE BANK OF NOVA SCOTIA,
HOUSTON BRANCH
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by
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/s/ Scott Nickel
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Name: Scott Nickel
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||
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Title: Director
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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BARCLAYS BANK PLC, as a Lender
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||
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by
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/s/ Sydney G. Dennis
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Name: Sydney G. Dennis
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Title: Director
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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HSBC BANK USA, NATIONAL ASSOCIATION
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by
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/s/ John Robinson
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Name: John Robinson
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||
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Title: Managing Director
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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JPMORGAN CHASE BANK, N.A.
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by
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/s/ Arina Mavilian
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Name: Arina Mavilian
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||
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Title: Authorized Signatory
|
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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MUFG BANK, LTD.
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||
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by
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/s/ Anastasiya Bykov
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Name: Anastasiya Bykov
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||
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Title: Vice President
|
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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ROYAL BANK OF CANADA
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||
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by
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/s/ Katy Berkemeyer
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Name: Katy Berkemeyer
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||
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Title: Authorized Signatory
|
||
[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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SOCIETE GENERALE
|
||
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by
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/s/ Jonathan Logan
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Name: Jonathan Logan
|
||
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Title: Director
|
||
[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
| SUMITOMO MITSUI BANKING CORPORATION | ||
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by
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/s/ Michael Maguire
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Name: Michael Maguire
|
||
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Title: Managing Director
|
||
[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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WELLS FARGO BANK, N.A.
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||
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by
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/s/ Brandon Dunn
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Name: Brandon Dunn
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||
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Title: Director
|
||
[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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BANCO BILBAO VIZCAYA ARGENTARIA,
S.A. NEW YORK BRANCH
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||
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by
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/s/ Cara Younger
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Name: Cara Younger
|
||
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Title: Executive Director
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||
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by
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/s/ Miriam Trautmann
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|
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Name: Miriam Trautmann
|
||
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Title: Senior Vice President
|
||
[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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MIZUHO BANK, LTD.
|
||
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by
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/s/ Edward Sacks
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|
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Name: Edward Sacks
|
||
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Title: Authorized Signatory
|
||
[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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PNC BANK., NATIONAL ASSOCIATION
|
||
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by
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/s/ Denise S. Davis
|
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Name: Denise S. Davis
|
||
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Title: Director
|
||
[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
|
THE TORONTO-DOMINION BANK,
NEW YORK BRANCH
|
||
|
by
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/s/ Peter Kuo
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Name: Peter Kuo
|
||
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Title: Authorized Signatory
|
||
[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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U.S. BANK NATIONAL ASSOCIATION
|
||
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by
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/s/ John Prigge
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|
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Name: John Prigge
|
||
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Title: Senior Vice President
|
||
[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
|
BMO HARRIS BANK N.A.
|
||
|
by
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/s/ Melissa Guzmann
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Name: Melissa Guzmann
|
||
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Title: Director
|
||
[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
|
CREDIT AGRICOLE CORPORATE & INVESTMENT BANK
|
||
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by
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/s/ Michael D. Willis
|
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Name: Michael D. Willis
|
||
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Title: Managing Director
|
||
|
by
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/s/ Patrick de Talance
|
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Name: Patrick de Talance
|
||
|
Title: Managing Director
|
[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
|
STANDARD CHARTERED BANK
|
||
|
by
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/s/ James Beck
|
|
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Name: James Beck
|
||
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Title: Associate Director
|
||
[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
|
RIYAD BANK, HOUSTON AGENCY
|
||
|
by
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/s/ Michael Meiss
|
|
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Name: Michael Meiss
|
||
|
Title: General Manager
|
||
|
by
|
/s/ Roxanne Crawford
|
|
|
Name: Roxanne Crawford
|
||
|
Title: Vice President, Administrative Officer
|
[Signature Page to First Amendment to Term Loan Agreement]
Exhibit 99.1
Stephen I. Chazen Elected to Occidental Board of Directors as Non-Executive Chairman
HOUSTON – March 24, 2020 – Occidental Petroleum Corporation (NYSE: OXY)
announced today that Stephen I. Chazen, the Chairman and Chief Executive Officer of Magnolia Oil and Gas Corporation, effective March 18, 2020, has been elected to its Board of Directors as Chairman of the Board.
Mr. Chazen has more than 30 years of experience in the oil and gas industry. Prior to founding the NYSE listed Magnolia Oil and Gas Corporation in 2018, Mr. Chazen served
as Chief Executive Officer of Occidental from 2011 to his retirement in 2016 and as a director from 2010 to 2017.
“We are delighted to welcome Steve back to the Occidental family at this pivotal moment for the Company. Steve brings unique perspective and experience to the Board
gained through his service as Occidental’s Chief Executive Officer and his subsequent position as Chief Executive Officer of Magnolia Oil and Gas Corporation,” said Jack Moore, Independent Vice Chairman. “Steve oversaw a sustained period of value
creation during his more than 20 years as an executive officer at Occidental, including five years as Chief Executive Officer, and has continued to expand his skill set after leaving the Company by leading a special purpose acquisition company
through its initial public offering, initial business combination and emergence as a publicly-traded oil and gas exploration and production company. Steve’s deep knowledge of Occidental and decades of operational and financial leadership in the
industry will benefit the Board and add valuable insight as Occidental continues to focus on generating returns for shareholders and managing this challenging macroeconomic environment.”
Regarding his appointment to the Board, Mr. Chazen stated, “The current macroenvironment is among the most difficult I have seen in my career. I am confident that the
Board and this management team, led by Vicki Hollub, have the operational experience to guide Occidental through the challenges ahead, and my goal is to help them succeed. My primary focus and occupation remains as serving in the role of CEO of
Magnolia. I will not serve as an employee or executive of Occidental on any basis, whether interim or permanent. It should be noted that Magnolia is a medium sized, South Texas focused, oil and gas producer. Its principles are a controlled
capital spending program, moderate production growth and low financial leverage. This results in a sizeable portion of Magnolia’s cash flow being undesignated.”
Prior to serving as Chief Executive Officer of Occidental, Mr. Chazen served as Chief Operating Officer and Chief Financial Officer and in other roles dating back to his
joining the company in 1994. Prior to joining Occidental, Mr. Chazen served as Managing Director in Corporate Finance and Mergers and Acquisitions at Merrill Lynch. Mr. Chazen is a former Chairman of the Board of the American Petroleum Institute
and he currently serves on the Board of Advisors of the Baker Institute, the Board of Regents of the University of Houston, and he is a Director of Houston Methodist Institute for Academic Medicine, the Williams Companies and the National Park
Foundation. Mr. Chazen holds a Ph.D. in Geology from Michigan State University, a master's degree in Finance from the University of Houston, and a bachelor's degree in Geology from Rutgers College.
About Occidental
Occidental is an international oil and gas exploration and production company with operations in the
United States, Middle East and Latin America. We are the leading producer and largest acreage holder in the Permian Basin. Occidental is advancing a lower-carbon future with our subsidiary Oxy Low Carbon Ventures, which promotes innovative
technologies that drive cost efficiencies and economically grow our business while reducing emissions. Occidental’s midstream and marketing segment provides flow assurance for our oil and gas segment, while maximizing the value of our products.
OxyChem, our chemical subsidiary, is among the top three U.S. producers for the principal products it manufactures and markets. Occidental posts or provides links to important information on our website at oxy.com.
Forward Looking Statements
This communication contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995, including but not limited to statements about Occidental’s expectations, beliefs, plans or forecasts. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties, many
of which involve factors or circumstances that are beyond Occidental’s control. Actual results may differ from anticipated results, sometimes materially, and reported or expected results should not be considered an indication of future performance.
Factors that could cause actual results to differ and that may affect Occidental’s results of operations and financial position appear in Part I, Item 1A
"Risk Factors" of Occidental’s Annual Report on Form 10-K for the year ended December 31, 2019 and in Occidental’s other filings with the U.S. Securities and Exchange Commission (“SEC”).
Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed or implied in any forward-looking
statements, you should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date of this communication and, unless legally required, Occidental does not undertake any
obligation to update any forward-looking statement, as a result of new information, future events or otherwise.
Additional Information and Where to Find It
Occidental intends to file with the SEC a proxy statement on Schedule 14A, containing a form of WHITE proxy card, with respect to its solicitation of
proxies for Occidental’s 2020 Annual Meeting of Stockholders. This communication is not a substitute for any proxy statement or other document that Occidental may file with the SEC in connection with any solicitation by Occidental.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY OCCIDENTAL AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION BY
OCCIDENTAL. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by Occidental free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Occidental will also be available free of charge by accessing Occidental’s website at www.oxy.com.
Participants
Occidental, its directors and executive officers and other members of management and
employees are or will be participants in the solicitations of proxies by Occidental. Information about Occidental’s executive officers and directors, and their ownership of Occidental by security holdings or otherwise, is available in
Occidental’s Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 28, 2020, in its proxy statement for the 2019 Annual Meeting which was filed with the SEC on March 28, 2019 and in its Form 8-K
which was filed with the SEC on January 7, 2020. To the extent holdings of Occidental securities reported in the proxy statement for the 2019 Annual Meeting or in such Form 8-K have changed, such changes have been or will be reflected on
Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov.
Contacts
Media:
Melissa E. Schoeb
713-366-5615
melissa_schoeb@oxy.com
or
Investors:
Jeff Alvarez
713-215-7864
jeff_alvarez@oxy.com
Dan Burch
MacKenzie Partners, Inc.
212-929-5748
dburch@mackenziepartners.com