Item 1.01.
|
Entry into a Material Definitive Agreement.
|
On November 2, 2016, Occidental Petroleum
Corporation (Occidental) entered into an Underwriting Agreement (the Underwriting Agreement) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and
Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the Underwriters), pursuant to which Occidental agreed to issue and sell to the Underwriters $750,000,000 aggregate principal amount
of its 3.00% senior notes due 2027 (the 2027 Notes) and $750,000,000 aggregate principal amount of its 4.10% senior notes due 2047 (the 2047 Notes, and together with the 2027 Notes, the Notes). The public offering
price was 99.579% of the principal amount in the case of the 2027 Notes and 99.776% of the principal amount in the case of the 2047 Notes. The estimated net proceeds from the offering of approximately $1,484 million, after deducting underwriting
discounts and estimated offering expenses, will be used for general corporate purposes.
The Underwriting Agreement contains customary
representations, warranties and agreements by Occidental and customary conditions to closing, indemnification obligations of Occidental and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the
Securities Act), other obligations of the parties and termination provisions.
The Notes were issued pursuant to an Indenture,
dated as of 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 November 7, 2016, setting forth the
specific terms applicable to the Notes (the Officers Certificate). The 2027 Notes will bear interest at a rate of 3.00% per year and the 2047 Notes will bear interest at a rate of 4.10% per year. Interest on the Notes
will be payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2017.
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 Occidentals automatic shelf registration statement on
Form S-3 (Registration No. 333-205047) under the Securities Act. Occidental has filed with the Securities and Exchange Commission a final prospectus supplement, dated November 2, 2016, together with an accompanying prospectus, dated
June 18, 2015, relating to the offering and sale of the Notes.
The foregoing description of the Underwriting Agreement, 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 Underwriting Agreement, the Indenture, the Officers Certificate, the form of the 2027
Note and the form of the 2047 Note, which are filed herewith as Exhibits 1.1, 4.1, 4.2, 4.3 and 4.4, respectively, and incorporated by reference herein.
In the ordinary course of their respective businesses, certain of the Underwriters 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. In addition, certain of the Underwriters and/or their
affiliates are lenders and/or agents under Occidentals revolving credit facility, and BNY Mellon Capital Markets, LLC, one of the Underwriters, is an affiliate of the trustee.