California Resources Corporation Announces Pricing of Upsized Private Offering of $300 Million of Additional 8.250% Senior Unsecured Notes due 2029
08 Agosto 2024 - 11:04PM
Business Wire
California Resources Corporation (NYSE: CRC) (the “Company”)
announced today the pricing of an upsized private offering of $300
million in aggregate principal amount of its 8.250% senior
unsecured notes due 2029 (the “Notes”). The offering size was
increased from the previously announced $200 million aggregate
principal amount. The Notes were priced at 101% of par, plus
accrued and unpaid interest from June 5, 2024. The Notes will
mature on June 15, 2029, pay interest at the rate of 8.250% per
year and are payable semi-annually on June 15 and December 15 of
each year. The first interest payment will be made on December 15,
2024. The Offering is expected to close on August 22, 2024, subject
to customary closing conditions.
The Notes are being offered as additional notes under the
indenture dated as of June 5, 2024, as may be supplemented from
time to time (the “Indenture”), pursuant to which the Company
previously issued $600 million aggregate principal amount of 8.250%
Senior Notes (the “Existing Notes”). The Notes will have
substantially identical terms, other than the issue date and issue
price, as the Existing Notes, and the Notes and the Existing Notes
will be treated as a single series of securities under the
Indenture and will vote together as a single class. Except with
respect to Notes offered pursuant to Regulation S under the
Securities Act of 1933, as amended (the “Securities Act”), the
Notes will have the same CUSIP and ISIN numbers as, and will be
fungible with, the Existing Notes immediately upon issuance.
Concurrently with this offering, the Company commenced a tender
offer (the “Tender Offer”) to purchase for cash up to $200 million
aggregate principal amount of its 7.125% senior notes due 2026 (the
“2026 Notes”). In connection with the increase in the size of the
offering of Notes, the maximum amount of 2026 Notes to be purchased
in the Tender Offer will be increased to $300 million. The Tender
Offer is made only by and pursuant to the terms of the Offer to
Purchase, dated August 8, 2024, as supplemented. The Tender Offer
is conditioned on the consummation of this offering, but this
offering is not conditioned on the completion of the Tender
Offer.
The Company intends to use the net proceeds from this offering,
together with cash on hand, (i) to fund the Tender Offer for a
portion of its 2026 Notes, including all accrued interest, fees and
premiums thereon, (ii) for the reduction of outstanding
indebtedness, and (iii) for general corporate purposes.
The Notes have not been, and will not be, registered under the
Securities Act or any state securities laws and may not be offered
or sold in the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and the rules promulgated thereunder and
applicable state securities laws. The Notes were offered only to
persons reasonably believed to be qualified institutional buyers in
reliance on Rule 144A under the Securities Act and non-U.S. persons
in transactions outside the United States in reliance on Regulation
S under the Securities Act.
This press release does not and shall not constitute an offer to
sell or the solicitation of an offer to buy any Notes, nor shall
there be any offer, solicitation or sale of Notes in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. Additionally,
this press release shall not constitute an offer to purchase or the
solicitation of an offer to sell any 2026 Notes in the Tender
Offer, nor does it constitute a notice of redemption under the
indenture governing the 2026 Notes.
Forward-Looking Statement
Disclosure
All statements, except for statements of historical fact, made
in this release regarding activities, events or developments the
Company expects, believes or anticipates will or may occur in the
future, such as statements regarding the proposed offering and the
intended use of proceeds, including the Tender Offer, are
forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of
1934, as amended. All forward-looking statements speak only as of
the date of this release. Although the Company believes that the
plans, intentions and expectations reflected in or suggested by the
forward-looking statements are reasonable, there is no assurance
that these plans, intentions or expectations will be achieved.
Therefore, actual outcomes and results could materially differ from
what is expressed, implied or forecast in such statements. Except
as required by law, the Company expressly disclaims any obligation
to and does not intend to publicly update or revise any
forward-looking statements.
The Company cautions you that these forward-looking statements
are subject to all of the risks and uncertainties incident to the
Company’s business, most of which are difficult to predict and many
of which are beyond the Company’s control. These risks include, but
are not limited to, the risks described under the heading “Risk
Factors” in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2023 and its subsequently filed Quarterly
Reports on Form 10-Q.
About California Resources
Corporation
California Resources Corporation (CRC) is an independent energy
and carbon management company committed to energy transition. CRC
is committed to environmental stewardship while safely providing
local, responsibly sourced energy. CRC is also focused on
maximizing the value of its land, mineral ownership, and energy
expertise for decarbonization by developing carbon capture and
storage and other emissions-reducing projects.
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Joanna Park (Investor Relations) (818) 661-3731
Joanna.Park@crc.com
Richard Venn (Media) (818) 661-6014 Richard.Venn@crc.com
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