X0206 3 2020-10-27 0 0001609253 California Resources Corp CRC 0001259313 ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001536937 Ares Management Holdings L.P. 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001669983 Ares Holdco LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001620317 Ares Holdings Inc. 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001176948 Ares Management Corp 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001761656 Ares Voting LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001620264 Ares Management GP LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001620263 Ares Partners Holdco LLC 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001831424 ECR Corporate Holdings L.P. 2000 AVENUE OF THE STARS, 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 Common Stock, par value $0.01 17324848 I By ECR Corporate Holdings L.P. On July 15, 2020, the Issuer and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Code, 11 U.S.C. Section 101-1532 in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). On October 8, 2020 the Issuer filed the Amended Debtors' Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code with the Bankruptcy Court (the "Plan"). On October 13, 2020, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the Plan. On October 27, 2020 (the "Effective Date"), the conditions to effectiveness of the Plan were satisfied or waived and the Issuer emerged from Chapter 11. Pursuant to the Plan and the Confirmation Order, the Issuer issued 17,324,848 shares of its common stock, par value $0.01 (the "Common Stock") to ECR Corporate Holdings L.P. ("ECR"), on the Effective Date in exchange for all of the equity interests of Elk Hills Power, LLC held by ECR. ECR Corporate Holdings GP LLC ("ECR GP"), the general partner of ECR, may be deemed to be a beneficial owner of, or have a pecuniary interest in, the Common Stock held by ECR. Ares Management LLC indirectly controls ECR GP. The sole member of Ares Management LLC is Ares Management Holdings L.P. ("Ares Management Holdings") and the general partner of Ares Management Holdings is Ares Holdco LLC ("Ares Holdco"). The sole member of Ares Holdco is Ares Holdings Inc. ("Ares Holdings"), whose sole stockholder is Ares Management Corporation ("Ares Management"). Ares Management GP LLC ("Ares Management GP") is the sole holder of the Class B common stock, $0.01 par value per share, of Ares Management (the "Ares Class B Common Stock") and Ares Voting LLC ("Ares Voting") is the sole holder of the Class C common stock, $0.01 par value per share, of Ares Management (the "Ares Class C Common Stock"). (Continued in footnote 4) Pursuant to Ares Management's Certificate of Incorporation, the holders of the Ares Class B Common Stock and the Ares Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners Holdco LLC ("Ares Partners"). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Michael McFerran, Antony Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over decisions by the Board Members. (Continued in footnote 5) Each of the Reporting Persons (other than ECR with respect to the shares of Common Stock directly held by it), and the Board Members, and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons, expressly disclaims beneficial ownership of the Common Stock, except to the extent of any pecuniary interest therein, and this Form 3 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. ARES MANAGEMENT LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 2020-11-06 ECR CORPORATE HOLDINGS, L.P. By: ECR CORPORATE HOLDINGS GP LLC Its: General Partner /s/ Gary Levin By: Gary Levin Its: Authorized Signatory 2020-11-06 ARES MANAGEMENT HOLDINGS L.P. By: ARES HOLDCO LLC Its: General Partner /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 2020-11-06 ARES HOLDCO LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 2020-11-06 ARES HOLDINGS INC. /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 2020-11-06 ARES MANAGEMENT CORPORATION /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 2020-11-06 ARES VOTING LLC By: ARES PARTNERS HOLDCO LLC Its: Sole Member /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 2020-11-06 ARES MANAGEMENT GP LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 2020-11-06 ARES PARTNERS HOLDCO LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 2020-11-06