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a supplemental indenture to the indenture, dated as of September 19, 2006 (as amended or supplemented prior to the date of execution of such supplemental indenture, the Anadarko 2006 Old Notes Indenture), among Anadarko and The Bank of New York Mellon Trust Company, N.A., (formerly known as The Bank of New York Trust Company, N.A.), as trustee (the 2006 Trustee), relating to the 4.850% Senior Notes due 2021, the 3.450% Senior Notes due 2024, the 5.550% Senior Notes due 2026, the 6.450% Senior Notes due 2036, the Zero Coupon Notes, the 7.950% Senior Notes due 2039, the 6.200% Senior Notes due 2040, the 4.500% Senior Notes due 2044 and the 6.600% Senior Notes due 2046.
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The Kerr-McGee 1982 Old Notes Indenture, Anadarko 1995 Old Notes Indenture, Anadarko HoldCo 1996 Old Notes Indenture, Anadarko 1997 Old Notes Indenture, Anadarko HoldCo 1999 Old Notes Indenture, Anadarko Finance 2001 Old Notes Indenture, Kerr-McGee 2001 Old Notes Indenture and Anadarko 2006 Old Notes Indenture are referred to collectively as the Old Notes Indentures. The 1982 Trustee, the 1995 Trustee, the 1996 Trustee, the 1997 Trustee, the 1999 Trustee, the 2001 Anadarko Finance Trustee, the 2001 Kerr-McGee Trustee and the 2006 Trustee are referred to collectively as the Old Notes Trustees.
You may not consent to the proposed amendments to the relevant Old Notes Indenture without tendering your Old Notes in the applicable exchange offer and you may not tender your Old Notes for exchange without consenting to the applicable proposed amendments. By tendering your Old Notes for exchange, you will be deemed to have validly delivered your consent to the proposed amendments to the applicable Old Notes Indenture under which those notes were issued with respect to that specific series, as further described under The Proposed Amendments. You may revoke your consent to the proposed amendments at any time prior to the Consent Revocation Deadline by withdrawing the Old Notes you have tendered prior to the Consent Revocation Deadline but you will not be able to revoke your consent after the Consent Revocation Deadline, as further described in this prospectus.
The consummation of each exchange offer is subject to, and conditional upon, the satisfaction or, where permitted, the waiver, where permitted, of the
conditions discussed under The Exchange Offers and Consent Solicitations—Conditions to the Exchange Offers and Consent Solicitations, including,
among other things, the completion of the merger, the satisfaction of the Requisite Consent Condition (as defined in The Exchange Offers and
Consent Solicitations—Conditions to the Exchange Offers and Consent Solicitations) and the registration statement on Form S-4 of which this
prospectus forms a part having been declared effective and remaining effective on the Settlement Date. We may, at our option, waive any such
conditions at or by the Expiration Date, except (i) the condition that the registration statement of which this prospectus forms a part has been
declared effective by the SEC and remains effective on the Settlement Date and (ii) the condition that the merger has been completed or will be
completed by the Settlement Date.
Subject to applicable law, each exchange offer and each consent solicitation is being made independently of the other exchange offers and consent solicitations, and we reserve the right to terminate, withdraw or amend each exchange offer and each consent solicitation independently of the other exchange offers and consent solicitations at any time and from time to time, as described in this prospectus.
On May 9, 2019, we entered into an Agreement and Plan of Merger (the merger agreement), by and among us, Anadarko and Baseball Merger Sub 1, Inc., one of our indirect wholly-owned subsidiaries (Merger Subsidiary), pursuant to which, among other things and subject to the satisfaction or, where permitted, the waiver of certain conditions, Merger Subsidiary will merge with and into Anadarko, with Anadarko continuing as the surviving company and as our indirect wholly-owned subsidiary (the merger).
The merger is subject to customary closing conditions, including approval from Anadarko’s stockholders. Anadarko has scheduled a special meeting of its stockholders on August 8, 2019, to vote on the proposal necessary to approve the merger, and we currently expect the merger to be completed shortly thereafter. It is possible, however, that factors outside of our control could require us to complete the merger at a later time or not to complete it at all. See Summary—The Merger beginning on page
2
for more information.
We plan to issue the Oxy Notes promptly following the Expiration Date (the Settlement Date). The Old Notes are not, and the Oxy Notes will not be, listed on any securities exchange.
This investment involves risks. Prior to participating in any of the exchange offers and consenting to the proposed amendments, please see the section
entitled Risk Factors beginning on page
27
of this prospectus for a discussion of the risks that you should consider. You also should read and
carefully consider the risk factors contained in the documents that are incorporated by reference herein.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
None of Occidental, Anadarko, Anadarko HoldCo, Andarko Finance, Kerr-McGee, the exchange agent (as defined herein), the information agent, the Old Notes Trustees, the Trustee (as defined below) or the dealer managers makes any recommendation as to whether holders of the Old Notes should exchange their notes in the exchange offers or deliver consents to the proposed amendments to the Old Notes Indentures.
In order to participate in any exchange offer and consent solicitation for Old Notes, holders of the Old Notes resident in Canada are required to
complete, sign and submit to the exchange agent a Canadian Eligibility Form (attached as Annex A to the accompanying letter of transmittal and
consent). See Notices to Certain Non-U.S. Holders—Canada.
The communication of this prospectus and any other document or materials relating to the issue of the Oxy Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the United Kingdoms Financial Services and Markets Act 2000 (as amended, the FSMA). Accordingly, such documents and materials are not being distributed to, and must not be directed at, the general public in the United Kingdom. The communication of such documents and/or materials is only being made to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the Order)), or who fall within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as Relevant Persons). In the United Kingdom, this prospectus and the Oxy Notes offered hereby are only available to, and any investment or investment activity to which this prospectus and any other document or materials relating to the issue of the Oxy Notes offered hereby relates, will be engaged in only with, Relevant Persons. Any person in the United Kingdom that is not a Relevant Person should not act or rely on this prospectus or any of its contents.
This prospectus and any other document or materials relating to the issue of the Oxy Notes offered hereby is not a prospectus for the purposes of the Prospectus Directive. The expression Prospectus Directive means Directive 2003/71/EC (as amended or superseded), and includes any relevant implementing measure in any member state (Member State) of the European Economic Area (the EEA) which has implemented the Prospectus Directive.
As a result of the merger, Anadarko will no longer be a publicly held company. Following the merger, Anadarko will file a Form 15 and the common stock will be delisted from the New York Stock Exchange and will be deregistered under the Securities Exchange Act of 1934, as amended (the Exchange Act). Accordingly, Anadarko will not file periodic reports or information with the U.S. Securities and Exchange Commission (the SEC) or, if the Requisite Consents (as defined below) for the 7.500% Senior Notes due 2031 are received, with any Old Notes Trustee (as defined below) or any holders of the Old Notes. Consequently, the liquidity, market value and price volatility of the Old Notes issued by Anadarko that remain outstanding after the completion of the exchange offers may be materially and adversely affected.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
—The Oxy Notes are not intended to be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive (EU) 2014/65/EU (as amended, MiFID II), (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) a person that is not a qualified investor as defined in the Prospectus Directive. Consequently, no key information document required by Regulation (EU) No. 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Oxy Notes and otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the securities or otherwise making them available to a retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE/TARGET MARKET
—Solely for the purposes of each manufacturers product approval process, the target market assessment in respect of the Oxy Notes has led to the conclusion that: (i) the target market for the Oxy Notes is eligible counterparties and professional clients only, each as defined in MiFID II and (ii) all channels for distribution of the Oxy Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Oxy Notes (a distributor) should take into consideration the manufacturers target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Oxy Notes (by either adopting or refining the manufacturers target market assessment) and determining appropriate distribution channels.