|
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered
|
|
|
|
|
Item 7.01 |
Regulation FD Disclosure.
|
Item 9.01 |
Financial Statements and Exhibits.
|
(d) |
Exhibits.
|
Exhibit No.
|
Description
|
|
Press Release dated February 28, 2022 (Launch Press Release).
|
||
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
OCCIDENTAL PETROLEUM CORPORATION
|
||
By:
|
/s/ Nicole E. Clark
|
|
Name:
|
Nicole E. Clark
|
|
Title:
|
Vice President, Deputy General Counsel and
Corporate Secretary
|
|
Date: February 28, 2022
|
|
PRESS RELEASE
|
Title of Security
|
CUSIP / ISIN
|
Acceptance Priority
Level(1)
|
Principal Amount Outstanding
|
Purchase Price(2)
|
||||
3.500% Senior Notes due 2025
|
674599CG8 / US674599CG82
|
1
|
$326,134,000
|
$1,022.50
|
||||
3.200% Senior Notes due 2026
|
674599CR4 / US674599CR48
|
2
|
$797,367,000
|
$1,002.50
|
||||
3.400% Senior Notes due 2026
|
674599CH6 / US674599CH65
|
3
|
$778,621,000
|
$1,002.50
|
||||
3.500% Senior Notes due 2029
|
674599CS2 / US674599CS21
|
4
|
$1,477,217,000
|
$1,002.50
|
||||
3.000% Senior Notes due 2027
|
674599CM5 / US674599CM50
|
5
|
$634,357,000
|
$987.50
|
||||
2.900% Senior Notes due 2024
|
674599CW3 / US674599CW33
|
6
|
$948,951,000
|
$1,008.75
|
||||
3.450% Senior Notes due 2024
|
674599DA0 / US674599DA04
|
7
|
$111,647,000
|
$1,017.50
|
||||
2.70% Senior Notes due 2023
|
674599CE3 / US674599CE35
|
8
|
$442,195,000
|
$1,008.75
|
Title of Security
|
CUSIP / ISIN
|
Acceptance Priority
Level(1)
|
Principal Amount Outstanding
|
Purchase Price(2)
|
||||
4.100% Senior Notes due 2047
|
674599CL7 / US674599CL77
|
1
|
$663,045,000
|
$930.00
|
||||
4.200% Senior Notes due 2048
|
674599CN3 / US674599CN34
|
2
|
$960,999,000
|
$940.00
|
||||
4.400% Senior Notes due 2049
|
674599CY9 / US674599CY98
|
3
|
$703,962,000
|
$952.50
|
||||
4.300% Senior Notes due 2039
|
674599CX1 / US674599CX16
|
4
|
$692,848,000
|
$957.50
|
||||
4.400% Senior Notes due 2046
|
674599CJ2 / US674599CJ22
|
5
|
$976,366,000
|
$972.50
|
||||
4.500% Senior Notes due 2044
|
674599DK8 / US674599DK85
|
6
|
$606,072,000
|
$972.50
|
||||
4.625% Senior Notes due 2045
|
674599CF0 / US674599CF00
|
7
|
$634,169,000
|
$982.50
|
(1) |
The Acceptance Priority Levels will operate concurrently but separately with respect to the Pool 1 Notes and the Pool 2 Notes. Subject to the satisfaction or waiver of the conditions of the Offers described in
the Offer to Purchase, if the Pool 1 Maximum Consideration Condition or the Pool 2 Maximum Consideration Condition, as applicable, is not satisfied with respect to every Series of Pool 1 Notes or Pool 2 Notes, as applicable, Occidental will
accept the Pool 1 Notes and the Pool 2 Notes for purchase in the order of their respective Acceptance Priority Level specified in the tables above (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority
Level for both Pools and 8 and 7 being the lowest Acceptance Priority Level with respect to the Pool 1 Notes and the Pool 2 Notes, respectively). It is possible that a Series of Notes with a particular Acceptance Priority Level will not be
accepted for purchase even if one or more Series with a higher or lower Acceptance Priority Level in such Pool are accepted for purchase. If any Series of Notes is accepted for purchase pursuant to the Offers, all Notes of that Series that
are validly tendered will be accepted for purchase. No Series of Notes will be subject to proration.
|
(2) |
Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the Offers (exclusive of any accrued and unpaid interest, which will be paid in addition to the Purchase Price, from, and
including, the last interest payment date for the relevant Series of Notes up to, but excluding, the Settlement Date (as defined below) (“Accrued Interest”)).
|
(a) |
terminate an Offer with respect to one or more Series of Non-Covered Pool 1 Notes for which the Pool 1 Maximum Consideration Condition has not been satisfied, and promptly return all validly tendered Notes of
such Series, and any other Series of Non-Covered Pool 1 Notes, to the respective tendering Holders; or
|
(b) |
waive the Pool 1 Maximum Consideration Condition with respect to one or more Series of Non-Covered Pool 1 Notes and accept all Notes of such Series, and of any Series of Pool 1 Notes having a higher Acceptance
Priority Level, validly tendered; or
|
(c) |
if there is any Series of Non-Covered Pool 1 Notes with a lower Acceptance Priority Level than the First Non-Covered Pool 1 Notes for which:
|
(i) |
the Aggregate Purchase Price necessary to purchase all validly tendered Notes of such Series, plus
|
(ii) |
the Aggregate Purchase Price necessary to purchase all validly tendered Pool 1 Notes of all Series having a higher Acceptance Priority Level than such Series of Notes, other than any Series of Non-Covered Pool 1 Notes that has or have not
also been accepted as contemplated by this clause (c),
|
(a) |
terminate an Offer with respect to one or more Series of Non-Covered Pool 2 Notes for which the Pool 2 Maximum Consideration Condition has not been satisfied, and promptly return all validly tendered Notes of
such Series, and any other Series of Non-Covered Pool 2 Notes, to the respective tendering Holders; or
|
(b) |
waive the Pool 2 Maximum Consideration Condition with respect to one or more Series of Non-Covered Pool 2 Notes and accept all Notes of such Series, and of any Series of Pool 2 Notes having a higher Acceptance
Priority Level, validly tendered; or
|
(c) |
if there is any Series of Non-Covered Pool 2 Notes with a lower Acceptance Priority Level than the First Non-Covered Pool 2 Notes for which:
|
(i) |
the Aggregate Purchase Price necessary to purchase all validly tendered Notes of such Series, plus
|
(ii) |
the Aggregate Purchase Price necessary to purchase all validly tendered Pool 2 Notes of all Series having a higher Acceptance Priority Level than such Series of Notes, other than any Series of Non-Covered Pool 2 Notes that has or have not
also been accepted as contemplated by this clause (c),
|
Media
|
Investors
|
Eric Moses
|
Jeff Alvarez
|
713-497-2017
|
713-215-7864
|
eric_ moses@oxy.com
|
jeff_alvarez@oxy.com
|