California Resources Corporation Announces Offers to Exchange Outstanding Senior Notes for New 8.00% Second Lien Notes Due 2022
California Resources Corporation (NYSE: CRC), today announced the
commencement of private offers to exchange (the “Exchange Offers”), upon
the terms and conditions set forth in the offering memorandum, dated
November 12, 2015, and the related letter of transmittal, up to $1
billion aggregate principal amount (the “Maximum Exchange Amount”) of
its outstanding 5.0% Senior Notes due 2020 (the “5% Notes”), 5.5% Senior
Notes due 2021 (the “5½% Notes”) and 6.0% Senior Notes due 2024 (the “6%
Notes” and together, the “Old Notes”) held by Eligible Holders (as
defined below), for newly issued 8.00% Second Lien Notes due 2022 (the
“New Secured Notes”).
The Exchange Offers will expire at 11:59 p.m., New York City time, on
December 10, 2015, unless extended by CRC (the “Expiration Date”). For
each $1,000 principal amount of Old Notes validly tendered and not
validly withdrawn prior to 5:00 p.m., New York City time, on November
25, 2015 (as it may be extended, the “Early Participation Time”),
Eligible Holders will be eligible to receive the “Total Exchange
Consideration” set forth in the table below, which includes the “Early
Participation Premium” of $50 in principal amount of New Secured Notes
per $1,000 of Old Notes. For each $1,000 in principal amount of Old
Notes validly tendered after the Early Participation Time, Eligible
Holders will be eligible to receive only the “Exchange Consideration”
set forth in the table below.
The following table sets forth the Exchange Consideration, Early
Participation Premium and Total Exchange Consideration for each series
of Old Notes:
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Principal Amount of New Secured Notes(1)
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Title of Old Notes
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CUSIP Number
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Principal Amount Outstanding (in
millions)
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Exchange Consideration
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Early Participation Premium
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Total Exchange Consideration(2)
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5% Notes due 2020
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13057QAB3
13057QAA5
U1303AAA4
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$1,000
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$750
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$50
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$800
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5½% Notes due 2021
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13057QAD9
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$1,750
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$750
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$50
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$800
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6% Notes due 2024
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13057QAF4
13057QAE7
U1303AAC0
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$2,250
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$750
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$50
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$800
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(1) For each $1,000 principal amount of Old Notes.
(2) Includes Early Participation Premium.
In addition to the Exchange Consideration or Total Exchange
Consideration, as applicable, CRC will pay in cash accrued and unpaid
interest on Old Notes accepted in the Exchange Offers from the
applicable last interest payment date to, but not including the
Settlement Date for the Exchange Offers. Interest on the New Secured
Notes will accrue from the Settlement Date.
Tenders may be validly withdrawn at any time on or prior to 5:00 p.m.,
New York City time, on November 25, 2015, but not thereafter unless
required by law. CRC may, but is not obligated to, increase the Maximum
Exchange Amount without extending the Early Participation Time or
reinstating withdrawal rights.
If the aggregate principal amount of Old Notes validly tendered (and not
validly withdrawn) exceeds the Maximum Exchange Amount, then only an
aggregate principal amount of Old Notes validly tendered (and not
validly withdrawn) up to the Maximum Exchange Amount will be accepted
for exchange on a pro rata basis in accordance with the aggregate
principal amount of Old Notes tendered in the Exchange Offers. Old Notes
validly tendered (and not validly withdrawn) at or before the Early
Participation Time will be accepted for exchange before any Old Notes
validly tendered after the Early Participation Time. If the aggregate
principal amount of Old Notes validly tendered (and not validly
withdrawn) at or before the Early Participation Time equals or exceeds
the Maximum Exchange Amount, then CRC will not accept any Old Notes
tendered after the Early Participation Time.
The consummation of the Exchange Offers is subject to, and conditional
upon, the satisfaction or waiver of certain conditions, including, among
other things, the entry into a security agreement and related
intercreditor agreement whereby the New Secured Notes and related
guarantees will be secured by a second-priority lien on assets of
certain material subsidiaries of CRC. The Exchange Offers are not
subject to any minimum amount of Old Notes being tendered.
Documents relating to the Exchange Offers will only be distributed to
“Eligible Holders” of Old Notes who complete and return an eligibility
form confirming that they are either a “qualified institutional buyer”
under Rule 144A or not a “U.S. person” under Regulation S for purposes
of applicable securities laws. The complete terms and conditions of the
Exchange Offers, as well as the terms of the New Secured Notes, are
described in the Offering Memorandum and related Letter of Transmittal,
copies of which may be obtained by contacting Global Bondholder Services
Corporation, the exchange agent and information agent in connection with
the Exchange Offers, at (866) 470-3800 or (212) 430-3774 (banks and
brokers) or by visiting http://gbsc-usa.com/eligibility/CaliforniaResources
to complete the eligibility process.
The New Secured Notes have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the “Securities Act”), or under
any state securities laws. The New Secured Notes may not be offered or
sold within the United States, absent registration or an applicable
exemption from registration requirements.
This press release does not constitute an offer to sell or a
solicitation of any offer to buy any securities, nor shall there be any
sale of any securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. This
press release is being issued pursuant to Rule 135c under the Securities
Act.
About California Resources Corporation
California Resources Corporation is the largest oil and natural gas
exploration and production company in California on a gross-operated
basis. The Company operates its world class resource base exclusively
within the State of California, applying integrated infrastructure to
gather, process and market its production. Using advanced technology,
California Resources Corporation focuses on safely and responsibly
supplying affordable energy for California by Californians.
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