Item 1.01. Entry into a Material Definitive Agreement.
On April 4, 2016, Occidental Petroleum Corporation (“Occidental”) completed the previously announced public offering of
$400,000,000 aggregate principal amount of its 2.600% senior notes due 2022 (the “2022 Notes”), $1,150,000,000 aggregate principal amount of its 3.400% senior notes due 2026 (the “2026 Notes”) and $1,200,000,000 aggregate
principal amount of its 4.400% senior notes due 2046 (the “2046 Notes,” and together with the 2022 Notes and the 2026 Notes, the “Notes”).
The Notes were issued pursuant to an Indenture, dated August 18, 2011, between Occidental and The Bank of New York Mellon Trust Company,
N.A., as trustee (the “Indenture”), as supplemented by an Officers’ Certificate, dated April 4, 2016, setting forth the specific terms applicable to the Notes (the “Officers’ Certificate”). The 2022 Notes will bear
interest at a rate of 2.600% per year, the 2026 notes will bear interest at a rate of 3.400% per year and the 2046 Notes will bear interest at a rate of 4.400% per year. Interest on the Notes will be payable semi-annually in arrears
on April 15 and October 15 of each year, beginning on October 15, 2016.
The Indenture contains covenants that limit the
ability of Occidental and its consolidated subsidiaries to, among other things, create liens and enter into sale and leaseback transactions, and the ability of Occidental to merge, consolidate or transfer substantially all of its assets.
Occidental may redeem some or all of the Notes of any series at any time or from time to time at the redemption prices set forth in such
Notes.
The Notes were sold pursuant to Occidental’s automatic shelf registration statement on Form S-3 (Registration
No. 333-205047) under the Securities Act of 1933, as amended. Occidental has filed with the Securities and Exchange Commission a final prospectus supplement, dated March 28, 2016, together with an accompanying prospectus, dated
June 18, 2015, relating to the offering and sale of the Notes.
The foregoing description of the Indenture, the Officers’
Certificate and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, the Officers’ Certificate, the form of the 2022 Note, the form of the 2026 Note and the form of the 2046
Note, which are filed herewith as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, and incorporated by reference herein.
In the
ordinary course of their respective businesses, certain of the underwriters of the public offering and their respective affiliates have engaged, and may in the future engage, in commercial banking and investment banking transactions with Occidental
and its affiliates, for which they have received and in the future may receive compensation. Certain of the underwriters and/or their affiliates may own some of Occidental’s 4.125% Senior Notes due 2016 and/or Occidental’s 1.750% Senior
Notes due 2017 and therefore may receive a portion of the net proceeds of the public offering. In addition, certain of the underwriters and/or their affiliates are lenders and/or agents under Occidental’s revolving credit facility, and BNY
Mellon Capital Markets, LLC, one of the underwriters, is an affiliate of the trustee.