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OFFON

OCCIDENTAL PETROLEUM CORPORATION

(OXY)
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OCCIDENTAL PETROLEUM CORP /DE/ : Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

07/15/2021 | 04:07pm EDT

Item 1.01. Entry into a Material Definitive Agreement.

The information set forth in Item 8.01 with respect to the Supplemental Indentures (as defined below) is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 8.01 with respect to the Supplemental Indentures is incorporated herein by reference.


Item 8.01. Other Events.


On July 14, 2021, Occidental Petroleum Corporation ("Occidental") announced the early tender results of its previously announced (i) cash tender offers to purchase its outstanding 2.700% Senior Notes due 2022 (the "2.700% 2022 Notes"), 2.70% Senior Notes due 2023 (the "2.70% 2023 Notes"), 3.450% Senior Notes due 2024 (the "3.450% 2024 Notes"), 2.900% Senior Notes due 2024 (the "2.900% 2024 Notes"), 3.500% Senior Notes due 2025 (the "3.500% 2025 Notes"), 3.400% Senior Notes due 2026 (the "3.400% 2026 Notes"), 3.200% Senior Notes due 2026 (the "3.200% 2026 Notes" and, together with the 3.400% 2026 Notes, the "2026 Notes") and Floating Interest Rate Senior Notes due 2022 (the "Floating Rate 2022 Notes" and, together with the 2026 Notes, the 2.700% 2022 Notes, the 2.70% 2023 Notes, the 3.450% 2024 Notes, the 2.900% 2024 Notes and the 3.500% 2025 Notes, the "Subject Notes") and (ii) the related solicitation of consents from holders of certain series of Subject Notes to amend the indentures governing such Subject Notes (collectively, the "Tender Offers"). Occidental also announced amendments to the Tender Offers to increase the maximum aggregate purchase price for the Subject Notes, excluding accrued but unpaid interest, from $2,500,000,000 to $3,104,329,102.50 and to increase the maximum aggregate principal amount to be purchased by Occidental of the 2026 Notes from $300,000,000 to $333,346,000.

In connection with the Tender Offers, the following supplemental indentures were executed and became operative on July 15, 2021 (collectively, the "Supplemental Indentures"):

• a Second Supplemental Indenture to that certain Indenture, dated as of August

   18, 2011 (the "2011 Indenture"), by and between Occidental and The Bank of New
   York Mellon Trust Company, N.A., as trustee (the "Trustee"), relating to the
   2.70% 2023 Notes; and


• a Third Supplemental Indenture to that certain Indenture, dated as of August 8,

   2019 (the "2019 Indenture"), by and between Occidental and the Trustee,
   relating to the 3.450% 2024 Notes and the 2.900% 2024 Notes.


The Supplemental Indentures eliminate certain of the restrictive covenants contained in the 2011 Indenture and the 2019 Indenture in respect of the 2.70% 2023 Notes, the 3.450% 2024 Notes and the 2.900% 2024 Notes only.

The foregoing description 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 filed herewith as Exhibits 4.1 and 4.2, and incorporated herein by reference.

On July 14, 2021, Occidental issued a press release announcing the early tender results of the Tender Offers as of 5:00 p.m., New York City time, on July 13, 2021 and the amendments to the Tender Offers. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit No.   Description
  4.1         Second Supplemental Indenture to that certain Indenture, dated as of
              August 18, 2011, by and between Occidental Petroleum Corporation and
              The Bank of New York Mellon Trust Company, N.A.
  4.2         Third Supplemental Indenture to that certain Indenture, dated as of
              August 8, 2019, by and between Occidental Petroleum Corporation and
              The Bank of New York Mellon Trust Company, N.A.
  99.1        Press Release dated July 14, 2021 (Early Tender Results and Upsize
              Press Release).
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).


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