Occidental (NYSE: OXY) announced today the initiation of a private exchange offer aimed at eligible holders (the “Exchange Offer”) for all outstanding 5.000% Senior Notes due 2029 (the “CrownRock Notes”) issued by CrownRock, L.P. (“CrownRock”) and CrownRock Finance, Inc. The offer allows for the exchange of up to $376,084,000 aggregate principal amount of new notes to be issued by Occidental (the “Occidental Notes”) along with cash.
This initiative follows Occidental’s previous announcement on December 10, 2023, regarding the Partnership Interest Purchase Agreement (the “Purchase Agreement”) with CrownRock Holdings, L.P. (“Limited Partner”), CrownRock GP, LLC (“General Partner”), and other parties. The agreement entails the acquisition of 100% of CrownRock’s partner interests, subject to the terms of the Purchase Agreement.
The Exchange Offer and Consent Solicitation are being conducted in conjunction with the Acquisition and are contingent upon several conditions, including the receipt of the Requisite Consent for the Proposed Amendments and the execution of a supplemental indenture related to these amendments.
Concurrently with the Exchange Offer, Occidental is also soliciting consents (the “Consent Solicitation”) to adopt proposed amendments to the indenture governing the CrownRock Notes (the “CrownRock Indenture”). These amendments aim to eliminate various restrictive covenants, events triggering an “Event of Default,” reporting requirements, and certain restrictions on corporate actions by CrownRock.
The Exchange Offer and Consent Solicitation are subject to identical conditions, and any waiver by Occidental concerning the Exchange Offer conditions will apply correspondingly to the Consent Solicitation.
