UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 8, 2020
OCCIDENTAL PETROLEUM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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1-9210
(Commission File Number)
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95-4035997
(IRS Employer Identification No.)
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5 Greenway Plaza, Suite 110
Houston, Texas
(Address of Principal Executive Offices)
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77046
(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (713) 215-7000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, $0.20 par value
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OXY
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New York Stock Exchange
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Warrants to Purchase Common Stock, par value $0.20
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OXY WS
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR 230.405) or Rule 12b-2 of the Securities Exchange Act
of 1934 (CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 7.01 Regulation FD Disclosure.
On December 8, 2020, Occidental Petroleum Corporation (“Occidental”) issued a press release announcing that it had amended certain terms and conditions of the cash
tender offers to purchase its outstanding 2.600% Senior Notes due 2021, 3.125% Senior Notes due 2022, 2.600% Senior Notes due 2022, 2.700% Senior Notes due 2022 and 2.70% Senior Notes due 2023 (collectively, the “Subject Notes”) as set
forth in the Offer to Purchase and Consent Solicitation Statement, dated as of December 7, 2020 (as amended by the press release furnished hereby, the “Offer to Purchase”).
The amendments to the Offer to Purchase (i) increase the maximum aggregate purchase price for the Subject Notes, excluding accrued but unpaid interest, from $1.5 billion
to $2 billion, (ii) increase the maximum aggregate purchase price of its 2.70% Senior Notes due 2023, excluding accrued but unpaid interest, from $150 million to $500 million and (iii) condition Occidental’s obligation to accept for purchase and
to pay for any of the Subject Notes on its receipt of proceeds from an issuance of senior unsecured debt securities with an aggregate principal amount of at least $2 billion, an increase from the previously announced condition requiring an
issuance of senior unsecured debt securities with an aggregate principal amount of at least $1.5 billion.
A copy of the press release relating to the amendments to the Offer to Purchase is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein in
its entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Press Release dated December 8, 2020 (Upsize Press Release).
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OCCIDENTAL PETROLEUM CORPORATION
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By:
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/s/ Nicole E. Clark
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Name:
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Nicole E. Clark
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Title:
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Vice President, Deputy General
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Counsel and Corporate Secretary
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Date: December 8, 2020