Item 7.01 Regulation FD Disclosure.
On
The Tender Offers are made upon the terms and subject to the conditions set
forth in the Offer to Purchase and Consent Solicitation Statement, dated
In connection with the Tender Offers, Occidental is also soliciting consents from the holders of the Subject Notes for proposed amendments described in the Offer to Purchase that would, among other things, eliminate certain restrictive covenants contained in the indentures governing the Subject Notes (the "Proposed Amendments"). Adoption of the Proposed Amendments with respect to each such series of Subject Notes requires the requisite consent applicable to each such series of Subject Notes as described in the Offer to Purchase.
The Tender Offers are conditioned upon the satisfaction or waiver of conditions set forth in the Offer to Purchase. Occidental reserves the right to amend, extend, withdraw or terminate any of the Tender Offers in its sole discretion, subject to applicable law.
A copy of the press release relating to the commencement of the Tender Offers is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein in its entirety.
Item 8.01 Other Events.
Occidental is providing the disclosure set forth below, which disclosure was
also included in Occidental's preliminary prospectus supplement, dated
The following risk factors were included in the Preliminary Prospectus.
The COVID-19 pandemic has adversely affected our business, and the ultimate effect on our operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted.
The COVID-19 pandemic has adversely affected the global economy, disrupted
global supply chains and created significant volatility in the financial
markets. In addition, the pandemic has resulted in travel restrictions, business
closures and the institution of quarantining and other restrictions on movement
in many communities. As a result, there has been a significant reduction in
demand for and prices of crude oil, natural gas and NGL. If the reduced demand
for and prices of crude oil, natural gas and NGL continue for a prolonged
period, our operations, financial condition, cash flows, level of expenditures
and the quantity of estimated proved reserves that may be attributed to our
properties may be materially and adversely affected. On
--------------------------------------------------------------------------------
Our operations also may be adversely affected if significant portions of our
workforce are unable to work effectively, including because of illness,
quarantines, government actions, or other restrictions in connection with the
pandemic. We have implemented workplace restrictions in our offices and work
sites for health and safety reasons, and continue to monitor national, state and
local government directives where we have operations and/or offices. Further,
our business plan, including our financing and liquidity plan, includes, among
other things, planned divestitures. If general economic conditions or conditions
in the energy industry persist at current levels for an extended period of time,
we may not be able to complete these transactions on favorable terms, in a
timely manner or at all. The extent to which the COVID-19 pandemic adversely
affects our business, results of operations, and financial condition will depend
on future developments, which are highly uncertain and cannot be predicted,
including the scope and duration of the pandemic and actions taken by
governmental authorities and other third parties in response to the pandemic.
The COVID-19 pandemic may also materially adversely affect our operating and
financial results in a manner that is not currently known to us or that we do
not currently consider to present significant risks to our operations. To the
extent the COVID-19 pandemic may continue to adversely affect our business,
operations, financial condition and operating results, it may also have the
effect of heightening the other risks described in this "Risk Factors" section
(including those described in our Annual Report on Form 10-K for the year ended
Governmental actions and political instability may affect our results of operations.
Our businesses are subject to the actions and decisions of many federal, state, local and foreign governments and political interests. As a result, we face risks of:
• new or amended laws and regulations, or new or different applications or
interpretations of existing laws and regulations, including those related to drilling, manufacturing or production processes (including well stimulation techniques such as hydraulic fracturing and acidization), pipelines, labor and employment, taxes, royalty rates, permitted production rates, entitlements, import, export and use of raw materials, equipment or products, use or increased use of land, water and other natural resources, safety, the manufacturing of chemicals, asset integrity management, the marketing or export of commodities, security and environmental protection, all of which may restrict or prohibit our activities or those of our contractors, increase our costs or reduce demand for our products. In addition, violation of certain governmental laws and regulations may result in strict, joint and several liability and the imposition of significant civil and criminal fines and penalties;
• refusal of, or delay in, the extension or grant of exploration, development or
production contracts; and
• development delays and cost overruns due to approval delays for, or denial of,
drilling, construction, environmental and other regulatory approvals, permits and authorizations.
As an example of state governmental actions, the
In addition, we have and may continue to experience adverse consequences, such
as risk of loss or production limitations, because certain of its international
operations are located in countries affected by political instability,
nationalizations, corruption, armed conflict, terrorism, insurgency, civil
unrest, security problems, labor unrest,
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release datedDecember 7, 2020 (Launch Press Release). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source