Occidental Petroleum Corporation (NYSE:OXY) entered into an agreement to acquire CrownRock, L.P. from CrownQuest Operating, LLC and Lime Rock Partners, LLC in a transaction valued at $12 billion on December 10, 2023. As part of consideration, Occidental Petroleum acquire CrownRock L.P for cash and stock in a transaction valued at approximately $12.0 billion, including the assumption of CrownRock?s debt. The transaction?s total consideration is approximately $12.0 billion. Occidental expects to finance the Cash Purchase Price with the proceeds of debt financing. Occidental entered into a debt commitment letter, dated December 10, 2023, with BofA Securities, Inc. and Bank of America, N.A. (collectively, ?BofA?), pursuant to which, subject to the terms and conditions set forth therein, BofA (on behalf of itself and certain affiliates) committed to provide a 364-day senior unsecured bridge loan facility in an aggregate principal amount of up to $10.0 billion.

The transaction is subject to customary closing conditions and the receipt of regulatory approvals, the expiration or termination of the waiting period under the HSR Act applicable to the Acquisition, Common Stock issuable as the Stock Purchase Price having been authorized for listing on the New York Stock Exchange. On January 19, 2024, Occidental and the Sellers each received a request for additional information and documentary material (each, a ?Second Request?) from the FTC in connection with the FTC?s review of the Acquisition. Transaction has been approved by the board of directors of both the companies.

A Second Request extends the waiting period imposed by the HSR Act until 30 days after each of Occidental and the Sellers have substantially complied with the Second Request issued to them, unless that period is extended voluntarily by Occidental and the Sellers or terminated sooner by the FTC. Occidental and the Sellers continue to work constructively with the FTC in its review of the Acquisition. The transaction is expected to close in the first quarter of 2024. The acquisition will generates immediate free cash flow accretion.

BofA Securities acted as financial advisor and an affiliate thereof is providing committed financing. Bill Finnegan, John Greer and Thomas Verity Latham & Watkins LLP acted as legal advisor to Occidental. Goldman Sachs & Co. LLC and TPH&Co acted as financial advisor to CrownRock. Steve Gill, Robert Kimball, John Grand and Katherine Frank, Elena Sauber and Joanna Enns, John Lynch, Brian Russell, Hill Wellford, Evan Miller, Matt Dobbins and Patrick Traylor, Winston Skinner, Michael Kurzer, Shane Tucker, Sean Becker, David Wicklund, Russell Oshman, Victoria Short, Craig Zieminski and Jeff Crough of Vinson & Elkins LLP acted as legal advisor to CrownRock. Paul Hastings LLP is advising Bank of America in providing the committed financing to Occidental Petroleum for its acquisition of energy producer CrownRock Minerals LP.