Item 1.01. Entry into a Material Definitive Agreement.
In connection with Occidental Petroleum Corporation’s (the “Company”) previously announced offers to exchange
(the “Exchange Offers”) any and all validly tendered (and not validly withdrawn) and accepted notes of 23 series (collectively, the “Old
Notes”) issued by Anadarko Petroleum Corporation (“Anadarko”), Anadarko Holding Company, as successor in interest to Union Pacific Resources Group Inc. (“Anadarko HoldCo”), Anadarko Finance Company (“Anadarko Finance”) or Kerr-McGee Corporation (“Kerr-McGee”), as applicable, for notes to be issued by the Company (collectively, the “Oxy Notes”) and cash and the related solicitation of consents to amend the Old
Notes Indentures (as defined below) governing the applicable Old Notes, the following supplemental indentures were entered into on August 29, 2019 (collectively, the Supplemental Indentures”):
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a supplemental indenture to the indenture, dated as of August 1, 1982 (as amended or supplemented prior to the date of execution of such supplemental indenture, the “Kerr-McGee 1982 Old Notes Indenture”), among
Kerr-McGee, Anadarko, as guarantor, and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to Citibank, N.A.), as trustee, relating to the 7.125% Debentures due 2025 issued by Kerr-McGee;
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a supplemental indenture to the indenture, dated as of March 1, 1995 (as amended or supplemented prior to the date of execution of such supplemental indenture, the “Anadarko 1995 Old Notes Indenture”), among Anadarko
and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to The Chase Manhattan Bank, N.A.), as trustee, relating to the 7.730% Debentures due 2096 issued by Anadarko;
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a supplemental indenture to the indenture, dated as of March 27, 1996 (as amended or supplemented prior to the date of execution of such supplemental indenture, the “Anadarko HoldCo 1996 Old Notes Indenture”), among
Anadarko HoldCo (as successor in interest to Union Pacific Resources Group Inc.), Anadarko, as guarantor, and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to Chase Bank of Texas National Association), as
trustee, relating to the 7.500% Debentures due 2026, the 7.150% Debentures due 2028 and the 7.500% Debentures due 2096 issued by Anadarko HoldCo;
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a supplemental indenture to the indenture, dated as of September 1, 1997 (as amended or supplemented prior to the date of execution of such supplemental indenture, the “Anadarko 1997 Old Notes Indenture”), among Anadarko
and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to Harris Trust and Savings Bank), as trustee, relating to the 7.000% Debentures due 2027, the 6.625% Debentures due 2028 and the 7.200% Debentures due 2029
issued by Anadarko;
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a supplemental indenture to the indenture, dated as of April 13, 1999 (as amended or supplemented prior to the date of execution of such supplemental indenture, the “Anadarko HoldCo 1999 Old Notes Indenture”), among
Anadarko HoldCo (as successor in interest to Union Pacific Resources Group Inc.), Anadarko Finance (as successor in interest to UPR Capital Company, a subsidiary issuer party thereto), Anadarko, as guarantor, and The Bank of New York
Mellon Trust Company, N.A. (as successor in interest to The Bank of New York), as trustee, relating to the 7.950% Debentures due 2029 issued by Anadarko HoldCo;
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a supplemental indenture to the indenture, dated as of April 26, 2001 (as amended or supplemented prior to the date of execution of such supplemental indenture, the “Anadarko Finance 2001 Old Notes Indenture”), among Anadarko Finance, Anadarko, as guarantor, and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to The Bank of New York), as
trustee, 7.500% Senior Notes due 2031 issued by Anadarko Finance;
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a supplemental indenture to the indenture, dated as of August 1, 2001 (as amended or supplemented prior to the date of execution of such supplemental indenture, the “Kerr-McGee 2001 Old Notes Indenture”), among Kerr-McGee, Anadarko, as guarantor, and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to Citibank, N.A.), as trustee, relating to
the 6.950% Senior Notes due 2024 and the 7.875% Senior Notes due 2031 issued by Kerr-McGee; and
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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, 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 Senior Notes due 2036, 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 issued by Anadarko.
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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 Supplemental Indentures eliminate substantially all of the restrictive covenants and the payment cross-default event of default provisions in the Old Notes Indentures
(collectively, the “Proposed Amendments”), other than with respect to the 7.250% Debentures due 2025 and the 7.250% Debentures due 2096 (the “Extended
Consent Revocation Deadline Old Notes”). As of 5:00 p.m., New York City time, on August 28, 2019, the Company had not yet received the requisite consents to adopt the Proposed Amendments with respect to the Extended Consent Revocation
Deadline Old Notes.
Each Supplemental Indenture became effective upon execution. However, such Supplemental Indentures shall become operative only upon the completion and settlement of the
Exchange Offers, with the result that the Proposed Amendments effected by such Supplemental Indentures shall not become effective if the Exchange Offers are terminated or withdrawn prior to completion or settlement. The consummation of the Exchange
Offers is subject to, and conditional upon, the satisfaction or, where permitted, the waiver of the conditions set forth in the Company’s prospectus, dated as of August 15, 2019, as amended. The Exchange Offers commenced on August 15, 2019 and expire
at 12:01 a.m., New York City time, on September 13, 2019, unless extended or terminated (the “Expiration Date”). The settlement is anticipated to occur promptly after the Expiration Date.
This summary of the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Indentures,
which are attached to this Current Report on Form 8-K as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7 and 4.8, and are incorporated by reference into this Item 1.01.