Anadarko Acquisition and Other

6 Months Ended

Jun. 30, 2019

Business Combinations [Abstract]

Anadarko Acquisition and Other

Anadarko Acquisition and Other

On May 9, 2019, Occidental and Anadarko Petroleum Corporation (Anadarko) entered into an Agreement and Plan of Merger (the Merger Agreement), which provides that, upon the terms and subject to the conditions set forth therein, Baseball Merger Sub 1, Inc., an indirect wholly owned subsidiary of Occidental (Merger Subsidiary), will merge with and into Anadarko (the merger), with Anadarko continuing as the surviving corporation and an indirect wholly owned subsidiary of Occidental. If the merger is completed, Anadarko stockholders will receive, in exchange for each share of Anadarko common stock, (1) $59.00 in cash and (2) 0.2934 of a share of Occidental common stock. The Anadarko Special Meeting of Stockholders is scheduled for August 8 and we expect to close the acquisition promptly thereafter.

On April 30, 2019, Occidental entered into a Securities Purchase Agreement with Berkshire Hathaway (the Berkshire Hathaway investment), pursuant to which Occidental agreed that in the event Occidental enters into and consummates the proposed acquisition of Anadarko, Occidental will issue and sell to Berkshire Hathaway, and Berkshire Hathaway agreed to purchase from Occidental for an aggregate purchase price of $10 billion in cash: (1) 100,000 shares of a new series of cumulative perpetual preferred stock of Occidental, having a face value of $100,000 per share (the Preferred Stock), and (2) a warrant (the Warrant) to purchase 80.0 million shares of Occidental’s common stock at an exercise price of $62.50 per share. Dividends on the Preferred Stock will accrue on the face value at a rate per annum of 8% but will be paid only when, as and if declared by Occidental’s Board of Directors out of legally available funds. At any time when such dividends have not been paid in full, the unpaid amounts will accrue dividends, compounded quarterly, at a rate per annum of 9%. Following the payment in full of any accrued but unpaid dividends, the dividend rate will remain at 9% per annum. The Warrant will be exercisable in whole or in part, until the first anniversary of the date on which no shares of Preferred Stock remain outstanding; however, if any stockholder

approval is required for the issuance of Occidental common stock upon exercise of the Warrant, then unless and until such required approvals have been received, Berkshire Hathaway will not be permitted to exercise the Warrant for shares of Occidental common stock. The Securities Purchase Agreement is subject to certain closing conditions in addition to the requirement that Occidental has consummated the proposed acquisition of Anadarko. See Occidental’s Current Report on Form 8-K filed May 3, 2019, for more information about the Securities Purchase Agreement.

On May 3, 2019, Occidental and TOTAL S.A. (Total) entered into a binding memorandum of understanding pursuant to which, contingent upon completion of the merger, Occidental agreed to sell to Total all of the assets, liabilities, businesses and operations of Anadarko in Algeria, Ghana, Mozambique and South Africa for $8.8 billion in cash, on a cash-free, debt-free basis (the Total transaction).

On May 9, 2019, Occidental entered into a second amended and restated debt commitment letter, pursuant to which certain financial institutions committed to provide, contingent upon completion of the merger, a 364-day senior unsecured bridge loan facility (the bridge facility) in an aggregate principal amount of up to $21.8 billion. Such commitments were subsequently reduced by $8.8 billion, to $13.0 billion, upon Occidental’s entry into the term loan credit agreement described below. Commitments in respect of the bridge facility will be further reduced to the extent that Occidental obtains certain other financing or financing commitments or completes certain securities issuances or asset sales.

On June 3, 2019, Occidental entered into an $8.8 billion term loan credit agreement (the term loan credit agreement) with Citibank, N.A., as agent, and certain other financial institutions party thereto, as lenders (the term loan lenders), pursuant to which the term loan lenders have committed to provide, contingent upon completion of the merger, (1) a 364-day senior unsecured term loan facility in an aggregate principal amount of up to $4.4 billion and (2) a two-year senior unsecured term loan facility in an aggregate principal amount of up to $4.4 billion (together, the term loan financing).

Each of the Berkshire Hathaway investment, the Total transaction and the term loan financing are subject to certain conditions, including, in each case, the completion of the merger.

On June 3, 2019, Occidental entered into an amendment to its existing $3.0 billion revolving credit facility pursuant to which, among other things, the commitments under the revolving credit facility will be increased by an additional $2.0 billion, to $5.0 billion, contingent upon completion of the merger.

There can be no assurance that the Total transaction, the Berkshire Hathaway investment, and the term loan financing described herein will be completed on the terms contemplated or proposed or at all. See Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources in Part I Item 2 and Risk Factors in Part II Item 1A of this Form 10-Q for more information.

In the three months ended June 30, 2019, Occidental expensed $107 million in fees in connection with merger-related transaction costs and debt financing fees.

On July 31, 2019, Occidental and Ecopetrol entered into definitive agreements to form a joint venture to develop 97,000 net acres of Occidental’s Midland Basin properties in the Permian Basin. Ecopetrol will pay $750 million in cash at closing and $750 million of carried capital in exchange for a 49-percent interest in the new venture.  Occidental will own a 51-percent interest and operate the joint venture. During the carry period, Ecopetrol will pay 75-percent of Occidental’s share of capital expenditures. The joint venture allows Occidental to accelerate its development plans in the Midland Basin, where it currently has minimal activity. Occidental will retain production and cash flow from its existing operations in the Midland Basin. This transaction is expected to close in the fourth quarter of 2019.