Bond Occidental Petroleum Corporation 2.9% ( US674599CW33 ) in USD

Occidental Petroleum Corporation

100 % ▲

United States

US674599CW33 ( in USD )

2.9% per year ( payment 2 times a year)

14/08/2024 - Bond has expired

Prospectus brochure of the bond Occidental Petroleum Corp US674599CW33 in USD 2.9%, expired

2 000 USD

3 000 000 000 USD

674599CW3

BB+ ( Non-investment grade speculative )

Baa3 ( Lower medium grade - Investment-grade )

Occidental Petroleum Corporation is an American energy company engaged in the exploration, development, and production of oil and natural gas, with significant operations in the Permian Basin and other key U.S. regions.

The Bond issued by Occidental Petroleum Corporation ( United States ) , in USD, with the ISIN code US674599CW33, pays a coupon of 2.9% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/08/2024

The Bond issued by Occidental Petroleum Corporation ( United States ) , in USD, with the ISIN code US674599CW33, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Occidental Petroleum Corporation ( United States ) , in USD, with the ISIN code US674599CW33, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

424B2 1 nt10003432x3_424b2.htm 424B2
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(2)
Registration Nos. 333-232928
Proposed Maximum
Proposed Maximum
Title of Each Class of
Amount to be
Offering Price Per
Aggregate Offering
Amount of
Securities to be Registered
Registered
Unit
Price
Registration Fee(1)
Floating Rate Senior Notes due February 2021
$
500,000,000

100.000% $
500,000,000
$
60,600.00
Floating Rate Senior Notes due August 2021
$
500,000,000

100.000% $
500,000,000
$
60,600.00
Floating Rate Senior Notes due 2022
$
1,500,000,000

100.000% $
1,500,000,000
$
181,800.00
2.600% Senior Notes due 2021
$
1,500,000,000

99.912% $
1,498,680,000
$
181,640.02
2.700% Senior Notes due 2022
$
2,000,000,000

99.893% $
1,997,860,000
$
242,140.63
2.900% Senior Notes due 2024
$
3,000,000,000

99.870% $
2,996,100,000
$
363,127.32
3.200% Senior Notes due 2026
$
1,000,000,000

99.931% $
999,310,000
$
121,116.37
3.500% Senior Notes due 2029
$
1,500,000,000

99.506% $
1,492,590,000
$
180,901.91
4.300% Senior Notes due 2039
$
750,000,000

99.481% $
746,107,500
$
90,428.23
4.400% Senior Notes due 2049
$
750,000,000

98.539% $
739,042,500
$
89,571.96
(1)
Calculated in accordance with Rule 457(r) and Rule 457(o) under the Securities Act of 1933, as amended.
TABLE OF CONTENTS
Prospectus Supplement
(To Prospectus dated July 31, 2019)

$500,000,000 Floating Rate Senior Notes due February 2021
$1,500,000,000 2.600% Senior Notes due 2021
$1,500,000,000 3.500% Senior Notes due 2029
$500,000,000 Floating Rate Senior Notes due August 2021
$2,000,000,000 2.700% Senior Notes due 2022
$750,000,000 4.300% Senior Notes due 2039
$1,500,000,000 Floating Rate Senior Notes due 2022
$3,000,000,000 2.900% Senior Notes due 2024
$750,000,000 4.400% Senior Notes due 2049

$1,000,000,000 3.200% Senior Notes due 2026

We are offering $500,000,000 aggregate principal amount of our Floating Rate Senior Notes due February 2021 (the "February 2021 floating rate notes"),
$500,000,000 aggregate principal amount of our Floating Rate Senior Notes due August 2021 (the "August 2021 floating rate notes") and $1,500,000,000 aggregate
principal amount of our Floating Rate Senior Notes due 2022 (the "2022 floating rate notes," and together with the February 2021 floating rate notes and the August 2021
floating rate notes, the "floating rate notes"), $1,500,000,000 aggregate principal amount of our 2.600% Senior Notes due 2021 (the "2021 notes"), $2,000,000,000
aggregate principal amount of our 2.700% Senior Notes due 2022 (the "2022 notes"), $3,000,000,000 aggregate principal amount of our 2.900% Senior Notes due 2024
(the "2024 notes"), $1,000,000,000 aggregate principal amount of our 3.200% Senior Notes due 2026 (the "2026 notes"), $1,500,000,000 aggregate principal amount of
our 3.500% Senior Notes due 2029 (the "2029 notes"), $750,000,000 aggregate principal amount of our 4.300% Senior Notes due 2039 (the "2039 notes") and
$750,000,000 aggregate principal amount of our 4.400% Senior Notes due 2049 (the "2049 notes," and together with the 2021 notes, the 2022 notes, the 2024 notes, the
2026 notes, the 2029 notes and the 2039 notes, the "fixed rate notes"). We refer to the fixed rate notes and the floating rate notes collectively as the "notes."
The February 2021 floating rate notes will bear interest at a floating rate, reset quarterly, equal to the three-month LIBOR plus 0.950% per annum. The August
2021 floating rate notes will bear interest at a floating rate, reset quarterly, equal to the three-month LIBOR plus 1.250% per annum. The 2022 floating rate notes will
bear interest at a floating rate, reset quarterly, equal to the three-month LIBOR plus 1.450% per annum. We will pay interest on the February 2021 floating rate notes
quarterly in arrears on February 8, May 8, August 8 and November 8 of each year, commencing on November 8, 2019. We will pay interest on the August 2021 floating
rate notes quarterly in arrears on February 13, May 13, August 13 and November 13 of each year, commencing on November 13, 2019. We will pay interest on the 2022
floating rate notes quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on November 15, 2019. The February 2021
floating rate notes will mature on February 8, 2021, the August 2021 floating rate notes will mature on August 13, 2021 and the 2022 floating rate notes will mature on
August 15, 2022. We may redeem at par some or all of the floating rate notes of any series (other than the February 2021 floating rate notes) at our option at any time or
from time to time on or after the applicable date specified under "Description of the Notes--Optional Redemption" in this prospectus supplement.
We will pay interest on each series of fixed rate notes (other than the 2021 Notes) semi-annually in arrears on February 15 and August 15 of each year,
commencing on February 15, 2020. We will pay interest on the 2021 notes semi-annually in arrears on February 13 and August 13 of each year, commencing on February
13, 2020. The 2021 notes will mature on August 13, 2021, the 2022 notes will mature on August 15, 2022, the 2024 notes will mature on August 15, 2024, the 2026
notes will mature on August 15, 2026, the 2029 notes will mature on August 15, 2029, the 2039 notes will mature on August 15, 2039 and the 2049 notes will mature on
August 15, 2049. We may redeem some or all of the fixed rate notes of any series at our option at any time and from time to time at the applicable redemption prices
described under "Description of the Notes--Optional Redemption" in this prospectus supplement.
We expect to receive net proceeds, after deducting underwriters' discounts but before deducting other offering expenses, of approximately $12.9 billion from this
offering. We intend to use the net proceeds of this offering, together with the net proceeds of the other financing transactions (as defined below) to finance our pending
merger with Anadarko Petroleum Corporation ("Anadarko") (as described herein) and to pay related fees and expenses. The completion of this offering is not contingent
on the merger with Anadarko. In the event that the merger (as defined below) is not completed on or before May 14, 2020, or if, prior to such date, the merger agreement
(as defined below) is validly terminated (other than in connection with the completion of the merger), we will be required to redeem all of the outstanding notes at a
redemption price equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid interest, if any, to, but excluding, redemption date. See
"Description of the Notes--Special Mandatory Redemption."
The notes will be our unsecured senior obligations and will rank equally in right of payment with all of our other unsecured senior indebtedness from time to time
outstanding. The notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Each series of notes is a new issue of securities with no established trading market. The notes will not be listed on any securities exchange.
Investing in the notes involves risks. Please read "Risk Factors" beginning on page S-8 of this prospectus supplement, on page 7 of the accompanying
prospectus and other information included or incorporated by reference into this prospectus supplement and the accompanying prospectus.
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Public Offering
Underwriting
Proceeds, Before

Price(1)
Discount
Expenses, to Us
Per February 2021 floating rate note

100.000%

0.225%

99.775%
Total
$
500,000,000
$
1,125,000
$
498,875,000
Per August 2021 floating rate note

100.000%

0.225%

99.775%
Total
$
500,000,000
$
1,125,000
$
498,875,000
Per 2022 floating rate note

100.000%

0.250%

99.750%
Total
$
1,500,000,000
$
3,750,000
$
1,496,250,000
Per 2021 note

99.912%

0.225%

99.687%
Total
$
1,498,680,000
$
3,375,000
$
1,495,305,000
Per 2022 note

99.893%

0.250%

99.643%
Total
$
1,997,860,000
$
5,000,000
$
1,992,860,000
Per 2024 note

99.870%

0.350%

99.520%
Total
$
2,996,100,000
$
10,500,000
$
2,985,600,000
Per 2026 note

99.931%

0.400%

99.531%
Total
$
999,310,000
$
4,000,000
$
995,310,000
Per 2029 note

99.506%

0.450%

99.056%
Total
$
1,492,590,000
$
6,750,000
$
1,485,840,000
Per 2039 note

99.481%

0.750%

98.731%
Total
$
746,107,500
$
5,625,000
$
740,482,500
Per 2049 note

98.539%

0.750%

97.789%
Total
$
739,042,500
$
5,625,000
$
733,417,500
Combined total for the notes
$
12,969,690,000
$
46,875,000
$
12,922,815,000
(1)
Plus accrued interest, if any, from August 8, 2019.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will be delivered to investors on or about August 8, 2019 in book-entry form only through the facilities of The Depository Trust Company for the
accounts of its participants, which may include Clearstream Banking S.A. and Euroclear Bank S.A./N.V., against payment in New York, New York.
Joint Book-Running Managers
BofA Merrill Lynch

Citigroup
J.P. Morgan

Wells Fargo Securities
Barclays

HSBC
MUFG
RBC Capital Markets
SOCIETE GENERALE
SMBC Nikko
Co-Managers
BBVA
CIBC Capital Markets
Mizuho Securities
PNC Capital Markets LLC
Scotiabank
Standard Chartered Bank
US Bancorp
Academy Securities
Loop Capital Markets
The Williams Capital Group, L.P.
August 6, 2019
TABLE OF CONTENTS
TABLE OF CONTENTS

Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii
FORWARD-LOOKING STATEMENTS
S-iii
PROSPECTUS SUPPLEMENT SUMMARY

S-1
RISK FACTORS

S-8
USE OF PROCEEDS
S-12
UNAUDITED PRO FORMA FINANCIAL INFORMATION
S-13
DESCRIPTION OF THE NOTES
S-32
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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-42
UNDERWRITING
S-46
LEGAL MATTERS
S-51
EXPERTS
S-52
WHERE YOU CAN FIND MORE INFORMATION
S-53
Prospectus

ABOUT THIS PROSPECTUS

1
WHERE YOU CAN FIND MORE INFORMATION

2
FORWARD-LOOKING STATEMENTS

4
ABOUT OCCIDENTAL

6
RISK FACTORS

7
USE OF PROCEEDS

8
DESCRIPTION OF SENIOR DEBT SECURITIES

9
DESCRIPTION OF SUBORDINATED DEBT SECURITIES

19
DESCRIPTION OF COMMON STOCK

29
DESCRIPTION OF PREFERRED STOCK

32
DESCRIPTION OF WARRANTS

34
DESCRIPTION OF DEPOSITARY SHARES

35
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

36
DESCRIPTION OF UNITS

37
PLAN OF DISTRIBUTION

38
LEGAL MATTERS

39
EXPERTS

39
S-i
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS SUPPLEMENT
You should rely only on the information contained in or incorporated by reference into this prospectus supplement and the
accompanying prospectus and any applicable free writing prospectuses. We have not, and the underwriters have not, authorized any
person to provide you with different information. If anyone provides you with different or inconsistent information, you should not
rely on it. This prospectus supplement, the accompanying prospectus and any applicable free writing prospectus do not constitute an
offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus supplement or an
offer to sell or the solicitation of an offer to buy those securities in any circumstances or jurisdiction in which such offer or solicitation
is unlawful. The information contained in this prospectus supplement and the accompanying prospectus is accurate only as of the
respective dates on the front covers of this prospectus supplement and the accompanying prospectus, the information contained in any
related free writing prospectus will be accurate only as of the date of that document, and the information contained in any document
incorporated by reference into this prospectus supplement is accurate only as of the date of such document. Our business, financial
condition, results of operations and prospects may have changed since those respective dates.
Unless otherwise expressly stated or the context otherwise requires, references to "dollars," "$" and other similar references in
this prospectus supplement, the accompanying prospectus and any related free writing prospectuses are to U.S. dollars. Unless
otherwise expressly stated or the context otherwise requires, the words "Occidental," "we," "us" and "our" as used in this prospectus
supplement refer to Occidental Petroleum Corporation and its subsidiaries. However, in the "Description of the Notes" section of this
prospectus supplement, references to "Occidental," "we," "us," and "our" are to Occidental Petroleum Corporation only and not to any
of its subsidiaries.
S-ii
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TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein
contain forward-looking statements and involve risks and uncertainties that could materially affect expected results of operations,
liquidity, cash flows and business prospects. Actual results may differ from anticipated results, sometimes materially, and reported
results should not be considered an indication of future performance. Factors that could cause the results to differ include, but are not
limited to, the following risks related to the merger (as defined below), the exchange offers (as defined below) and the financing
transactions (as defined below):
·
the ability of Occidental and Anadarko to complete the merger, including the approval by the Anadarko stockholders and to
satisfy the other conditions to the closing of the merger on a timely basis or at all;
·
the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement,
including under circumstances that might require Occidental to pay or cause to be paid a termination fee of $1 billion to
Anadarko;
·
the possibility that the merger is delayed or does not occur;
·
Occidental's ability to finance the merger, including completion of the Berkshire Hathaway investment (as defined below);
·
the possibility that the anticipated benefits from the merger cannot be realized in full or at all or may take longer to realize
than expected, including risks associated with achieving expected synergies, cost savings, capital spending reductions and
operating efficiencies from the merger;
·
the risks related to Occidental being restricted in the operation of its business while the merger agreement is in effect;
·
risks relating to significant merger costs and/or unknown liabilities;
·
risks associated with third-party contracts containing change in control consent requirements and/or other provisions that
may be triggered by the merger or the financing transactions;
·
risks associated with merger-related litigation or appraisal proceedings;
·
the ability of Occidental to retain and hire key personnel;
·
Occidental's indebtedness and other payment obligations, including the need to generate sufficient cash flows to pay
dividends pursuant to the Berkshire Hathaway investment (as defined below); and
·
Occidental's ability to consummate the exchange offers and the Total transaction (as defined below).
Such factors also include the following risks:
·
our assumptions about energy markets;
·
global commodity pricing fluctuations;
·
supply and demand considerations for Occidental's products;
·
results from operations and competitive conditions;
·
higher-than-expected costs;
·
availability of capital resources, levels of capital expenditures and contractual obligations;
·
the regulatory approval environment;
·
legislative or regulatory changes, including changes relating to hydraulic fracturing or other oil and natural gas operations;
retroactive royalty or production tax regimes; deepwater and onshore drilling and permitting regulations; environmental
regulation, including regulations related to climate change; environmental risks; and liability under international, provincial,
federal, regional, state, tribal, local and foreign environmental laws and regulations;
·
not successfully completing, or any material delay of, field developments, expansion projects, capital expenditures,
efficiency projects, acquisitions or dispositions;
S-iii
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TABLE OF CONTENTS
·
uncertainties about the estimated quantities of oil, natural gas and natural gas liquid ("NGL") reserves;
·
lower-than-expected production from development projects or acquisitions, including from our merger with Anadarko;
·
our ability to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or
improve processes and improve our competitiveness, including benefits that are anticipated in connection with our merger
with Anadarko;
·
drilling and exploration risks;
·
general economic slowdowns domestically or internationally and volatility in the securities, capital or credit markets;
·
political conditions and events;
·
liability under environmental regulations including remedial actions;
·
litigation;
·
disruption or interruption of production or manufacturing or facility damage due to accidents, chemical releases, labor unrest,
weather, natural disasters, cyber-attacks or insurgent activity;
·
the creditworthiness and performance of our counterparties, including financial institutions, operating partners and other
parties;
·
failure of risk management;
·
our ability to successfully monetize select assets, repay or refinance our debt and the impact of changes in our credit ratings,
including in connection with our merger with Anadarko;
·
changes in law or regulations; and
·
changes in tax rates.
Words such as "estimate," "project," "predict," "will," "would," "should," "could," "may," "might," "anticipate," "plan,"
"intend," "believe," "expect," "aim," "goal," "target," "objective," "likely" or similar expressions that convey the prospective nature of
events or outcomes generally indicate forward-looking statements. You should not place undue reliance on these forward-looking
statements, which speak only as of the date of this prospectus supplement or, in the case of documents incorporated by reference, as of
the date of those documents. Unless legally required, we undertake no obligation to update any forward-looking statements, as a result
of new information, future events or otherwise. Material risks that may affect our results of operations and financial position appear
under the heading "Risk Factors" and elsewhere in this prospectus supplement, the accompanying prospectus and Occidental's and
Anadarko's most recent Annual Reports on Form 10-K, which are incorporated herein by reference, as well as in any of Occidental's
and Anadarko's subsequently filed quarterly or current reports that are incorporated by reference in this prospectus supplement and the
accompanying prospectus.
S-iv
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information contained or incorporated by reference in this prospectus supplement or the
accompanying prospectus. It does not contain all of the information you should consider before making an investment decision. You
should read this entire prospectus supplement, the accompanying prospectus, the documents incorporated by reference and the
other documents to which we refer for a more complete understanding of our business and this offering. Please read the section
entitled "Risk Factors" in Occidental's and Anadarko's respective Annual Reports on Form 10-K for the year ended December 31,
2018, which are incorporated by reference in this prospectus supplement, for more information about important factors you should
consider before you make your investment decision.
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Occidental
Occidental is an international oil and gas exploration and production company with operations in the United States, Middle
East and Latin America. Headquartered in Houston, Occidental is one of the largest U.S. oil and gas companies, based on equity
market capitalization. Occidental's principal businesses consist of three segments as follows:
Oil and Gas -- This segment explores for, develops and produces oil and condensate, NGLs and natural gas. Occidental's oil
and gas assets are located in some of the world's highest-margin basins and are characterized by an advantaged mix of short- and
long-cycle, high-return development opportunities. In the United States, Occidental holds a leading position in the Permian Basin.
Other core operations are in the Middle East (Oman, United Arab Emirates and Qatar) and Latin America (Colombia).
Chemical (OxyChem) -- This segment primarily manufactures and markets basic chemicals and vinyls. OxyChem is a
leading North American manufacturer of PVC resins, chlorine and caustic soda key building blocks of products such as
pharmaceuticals, water treatment chemicals and durable, long-life plastics. OxyChem has manufacturing facilities in the United
States, Canada and Latin America.
Midstream and Marketing -- This segment purchases, markets, gathers, processes, transports and stores oil, condensate,
NGL, natural gas, carbon dioxide and power. It also trades around its assets, including transportation and storage capacity, and
invests in entities that conduct similar activities. Also within the midstream and marketing segment is Oxy Low Carbon Ventures
("OLCV"). OLCV seeks to capitalize on Occidental's enhanced oil recovery leadership by developing carbon capture, utilization
and storage projects that source anthropogenic carbon dioxide and promote innovative technologies that drive cost efficiencies and
grow Occidental's business while reducing emissions.
Occidental is incorporated in Delaware. Its principal executive offices are located at 5 Greenway Plaza, Suite 110, Houston,
Texas 77046 and its telephone number is (713) 215-7000. Occidental's website address is www.oxy.com. Information contained on
Occidental's website does not constitute part of this prospectus supplement. Occidental's common stock is publicly traded on the
NYSE, under the ticker symbol "OXY." Additional information about Occidental is included in documents incorporated by
reference in this prospectus supplement. See "Where You Can Find More Information" beginning on page S-53.
Pending merger with Anadarko
On May 9, 2019, Occidental, Baseball Merger Sub 1, Inc., one of our indirect wholly-owned subsidiaries ("Merger
Subsidiary"), and Anadarko entered into the merger agreement (the "merger agreement"), which provides that, upon the terms and
subject to the conditions set forth therein, and in accordance with the Delaware General Corporation Law, Merger Subsidiary will
merge with and into Anadarko, with Anadarko continuing as the surviving corporation and an indirect wholly-owned subsidiary of
Occidental (the "merger").
The completion of the merger remains subject to various conditions, including the approval of the merger agreement by
Anadarko stockholders, approval of the listing on the NYSE of the Occidental common stock to be issued in the merger and the
absence of an injunction prohibiting the merger. Anadarko has scheduled a special meeting of its stockholders on August 8, 2019 to
vote on the proposal necessary to approve the merger.
Occidental and Anadarko currently expect to complete the merger shortly after Anadarko's special meeting of its stockholders
on August 8, 2019. It is possible, however, that factors outside of each company's control could require them to complete the
merger at a later time or not to complete it at all. The completion of this offering is not contingent on the merger.
S-1
TABLE OF CONTENTS
Financing Transactions and Exchange Offers
On April 30, 2019, Occidental and Berkshire Hathaway Inc. ("Berkshire Hathaway") entered into a securities purchase
agreement, pursuant to which Berkshire Hathaway agreed to purchase newly issued Occidental preferred stock (the "series A
preferred stock") and a warrant to purchase Occidental common stock for an aggregate purchase price of $10 billion in cash (the
"Berkshire Hathaway investment"), the proceeds of which will be used to partially finance the merger and pay related fees and
expenses.
On June 3, 2019, Occidental entered into an $8.8 billion term loan credit agreement (the "term loan agreement") with
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Citibank, N.A., as administrative agent, and certain financial institutions party thereto, as lenders (the "term loan lenders"), pursuant
to which, subject to the terms and conditions set forth therein, the term loan lenders committed to provide (i) a 364-day senior
unsecured term loan facility in an aggregate principal amount of up to $4.4 billion and (ii) a two-year senior unsecured term loan
facility in an aggregate principal amount of up to $4.4 billion, the proceeds of which will be used to partially finance the merger and
pay related fees and expenses.
Also 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 (the "Revolver Upsize") contingent upon completion of the merger.
Occidental has also obtained commitments from affiliates of certain of the underwriters and other financial institutions to
provide a 364-day senior unsecured bridge loan facility (the "bridge facility") in an aggregate principal amount of up to $13.0
billion. Such commitments will be reduced to the extent that Occidental obtains certain other debt financing or debt financing
commitments, including the offering of the notes contemplated hereunder, completes certain issuances of equity, equity-linked or
hybrid debt-equity securities or completes certain asset sales (subject to customary reinvestment rights), including asset sales
pursuant to the Total transaction (as described below).
In addition, on May 3, 2019, Occidental and TOTAL S.A. ("Total") entered into a binding memorandum of understanding,
pursuant to which Occidental has 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").
Occidental anticipates $8.0 billion of proceeds from the Total transaction, net of a $0.8 billion anticipated transfer tax liability,
together with cash from other sources, to repay in full any indebtedness incurred under the term loan agreement (the "Term loan
refinancing").
On August 1, 2019 we filed a registration statement on Form S-4 relating to our anticipated offers to exchange (and related
solicitation of consents to, among other things, eliminate the covenants set forth in the applicable indenture governing) any and all
notes issued by Anadarko, Anadarko Holding Company, as successor in interest to Union Pacific Resources Group Inc., Anadarko
Finance Company and Kerr-McGee Corporation (collectively, the "existing Anadarko notes"), for (i) new notes issued by
Occidental of a series with identical interest rates, interest payment dates, maturity dates and optional redemption prices as the
corresponding series of validly tendered notes and (ii) a cash payment of $1.00 per $1,000 principal amount of existing Anadarko
notes validly tendered and accepted for exchange (the "exchange offers"). This prospectus supplement shall not constitute an offer
to exchange the existing Anadarko notes or a solicitation of consents related thereto. The exchange offers will be made only by
means of a prospectus and such registration statement on Form S-4, if declared effective by the SEC, and such prospectus and
registration statement is not, and will not be, incorporated by reference herein. This offering is not conditioned on the
commencement or consummation of the exchange offers.
Each of the Berkshire Hathaway investment, the Total transaction, the borrowing of loans under the term loan agreement and
the Revolver Upsize (collectively, the "financing transactions") as well as the exchange offers is subject to certain conditions,
including, in each case, the completion of the merger.
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Corporate Structure
The following diagram depicts (on a condensed basis) our anticipated corporate structure after giving effect to the merger, the
exchange offers (assuming 100% participation), the Term loan refinancing and the issuance of the notes offered hereby:
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(1)
See "Unaudited Pro Forma Condensed Combined Financial Data."
(2)
Comprised of (i) $13.0 billion aggregate principal amount of Notes offered hereby, (ii) $11.9 billion aggregate principal amount of senior notes
issued in the exchange offers (assuming 100% participation) and (iii) $10.4 billion aggregate principal amount of existing senior notes as of June
30, 2019.
(3)
As of June 30, 2019, we had no borrowings outstanding under our revolving credit facility and $3.0 billion of unused borrowing capacity. Upon
completion of the merger and effectiveness of the Revolver Upsize, the commitments under our revolving credit facility will be increased to $5.0
billion.
(4)
Western Midstream Partners, LP ("WES") is a publicly traded limited partnership. As of June 30, 2019, Anadarko had full operational control of
WES and held approximately 55.5% of the limited partnership interests of WES and the entire non-economic general partner interest. Western
Midstream Operating, LP, a subsidiary of WES, currently has approximately $7.5 billion aggregate principal amount of indebtedness outstanding.
This indebtedness is expected to be reflected in Occidental's consolidated financial statements, but will not be guaranteed by Occidental or any of
its other subsidiaries.
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The Offering
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In this subsection, references to the "Company," "we," "us" or "our" refer to Occidental Petroleum Corporation and not to
any of its subsidiaries.
Issuer
Occidental Petroleum Corporation.
Securities Offered
$500,000,000 aggregate principal amount of our Floating Rate Senior
Notes due February 2021.
$500,000,000 aggregate principal amount of our Floating Rate Senior
Notes due August 2021.
$1,500,000,000 aggregate principal amount of our Floating Rate
Senior Notes due 2022.
$1,500,000,000 aggregate principal amount of our 2.600% Senior
Notes due 2021.
$2,000,000,000 aggregate principal amount of our 2.700% Senior
Notes due 2022.
$3,000,000,000 aggregate principal amount of our 2.900% Senior
Notes due 2024.
$1,000,000,000 aggregate principal amount of our 3.200% Senior
Notes due 2026.
$1,500,000,000 aggregate principal amount of our 3.500% Senior
Notes due 2029.
$750,000,000 aggregate principal amount of our 4.300% Senior Notes
due 2039.
$750,000,000 aggregate principal amount of our 4.400% Senior Notes
due 2049.
The notes will be issued in minimum denominations of $2,000 and
integral multiples of $1,000 in excess of $2,000. We may from time to
time, without the consent of the holders of the notes, reopen the notes
and issue additional notes.
Maturity Date
The February 2021 floating rate notes will mature on February 8,
2021.
The August 2021 floating rate notes will mature on August 13, 2021.
The 2022 floating rate notes will mature on August 15, 2022.
The 2021 notes will mature on August 13, 2021.
The 2022 notes will mature on August 15, 2022.
The 2024 notes will mature on August 15, 2024.
The 2026 notes will mature on August 15, 2026.
The 2029 notes will mature on August 15, 2029.
The 2039 notes will mature on August 15, 2039.
The 2049 notes will mature on August 15, 2049.
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Interest
The February 2021 floating rate notes will bear interest at a floating
rate, reset quarterly, equal to three-month London Interbank Offer
Rate ("LIBOR") plus 0.950% per annum.
The August 2021 floating rate notes will bear interest at a floating rate,
reset quarterly, equal to three-month LIBOR plus 1.250% per annum.
The 2022 floating rate notes will bear interest at a floating rate, reset
quarterly, equal to three-month LIBOR plus 1.450% per annum.
The 2021 notes will bear interest at a rate equal to 2.600% per annum.
The 2022 notes will bear interest at a rate equal to 2.700% per annum.
The 2024 notes will bear interest at a rate equal to 2.900% per annum.
The 2026 notes will bear interest at a rate equal to 3.200% per annum.
The 2029 notes will bear interest at a rate equal to 3.500% per annum.
The 2039 notes will bear interest at a rate equal to 4.300% per annum.
The 2049 notes will bear interest at a rate equal to 4.400% per annum.
Interest Payment Dates
Interest on the February 2021 floating rate notes will accrue from
August 8, 2019 and will be payable quarterly in arrears on February 8,
May 8, August 8 and November 8 of each year, commencing on
November 8, 2019.
Interest on the August 2021 floating rate notes will accrue from August
8, 2019 and will be payable quarterly in arrears on February 13, May
13, August 13 and November 13 of each year, commencing on
November 13, 2019.
Interest on the 2022 floating rate notes will accrue from August 8,
2019 and will be payable quarterly in arrears on February 15, May 15,
August 15 and November 15 of each year, commencing on November
15, 2019.
Interest on the 2021 notes will accrue from August 8, 2019 and be paid
semi-annually in arrears on February 13 and August 13 of each year,
commencing on February 13, 2020.
Interest on the 2022 notes will accrue from August 8, 2019 and be paid
semi-annually in arrears on February 15 and August 15 of each year,
commencing on February 15, 2020.
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Interest on the 2024 notes will accrue from August 8, 2019 and be paid
semi-annually in arrears on February 15 and August 15 of each year,
commencing on February 15, 2020.
Interest on the 2026 notes will accrue from August 8, 2019 and be paid
semi-annually in arrears on February 15 and August 15 of each year,
commencing on February 15, 2020.
Interest on the 2029 notes will accrue from August 8, 2019 and be paid
semi-annually in arrears on February 15 and August 15 of each year,
commencing on February 15, 2020.
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