Bond Occidental Petroleum Corporation 7.15% ( US674599DR39 ) in USD

Occidental Petroleum Corporation

103.5 % ▼

United States

US674599DR39 ( in USD )

7.15% per year ( payment 2 times a year)

14/05/2028

Prospectus brochure of the bond Occidental Petroleum Corp US674599DR39 en USD 7.15%, maturity 14/05/2028

1 000 USD

224 267 000 USD

674599DR3

BB+ ( Non-investment grade speculative )

Baa3 ( Lower medium grade - Investment-grade )

15/05/2026 ( In 97 days )

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.

This financial instrument, identified by ISIN US674599DR39 and CUSIP 674599DR3, represents a fixed-income obligation issued in the United States by Occidental Petroleum Corp, a prominent international energy company primarily involved in hydrocarbon exploration, production, and chemical manufacturing, with the total issuance amounting to $224,267,000 and a minimum lot size of $1,000, currently quoted at 103.5% of its face value in USD, offering an annual interest rate of 7.15% paid bi-annually until its maturity on May 14, 2028, and holding credit assessments of BB+ from Standard & Poor's and Baa3 from Moody's, which position it as a high-yield, speculative-grade bond by S&P and an investment-grade security by Moody's, respectively.

424B3 1 nt10003431x4_424b3.htm 424B3
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-232932
PROSPECTUS

Offers to Exchange
All Outstanding Notes of the Series Specified Below and Solicitation of Consents to Amend the Related Anadarko, Anadarko HoldCo,
Anadarko Finance and Kerr-McGee Indentures
Early Participation Date: 5:00 p.m., New York City Time, August 28, 2019, unless extended
Expiration Date: 12:01 a.m., New York City Time, September 13, 2019, unless extended
We are offering to exchange any and all validly tendered (and not validly withdrawn) and accepted notes of the 23 series of notes described in
the below table (collectively, the "Old Notes") issued by Anadarko Petroleum Corporation ("Anadarko"), Anadarko Holding Company, as
successor in interest to Union Pacific Resources Group Inc. ("Anadarko HoldCo"), Anadarko Finance Company ("Anadarko Finance") or Kerr-
McGee Corporation ("Kerr-McGee"), as applicable, for notes to be issued by us as described in, and for the consideration summarized in, the
table below.
Title of Series of
Aggregate
Notes to be
Early
Principal
Title of Series
Issued by Us (collectively,
Exchange
Participation
Total
Amount
of Old Notes
Issuer
CUSIP/ISIN No.
the "Oxy Notes")
Consideration(1)(2)
Premium(1)(2)
Consideration(1)(2)(3)
Oxy
Notes
Oxy Notes
Oxy Notes
(principal
(principal
(principal

amount)
Cash
amount)
amount)
Cash
$677,035,000
4.850% Senior Notes due 2021
Anadarko
032511BM8 /
4.850% Senior Notes
$970
$1.00
$30
$1,000
$1.00
US032511BM81
due 2021
$247,965,000
3.450% Senior Notes due 2024
Anadarko
032511BJ5 /
3.450% Senior Notes
$970
$1.00
$30
$1,000
$1.00
US032511BJ52
due 2024
$650,000,000
6.950% Senior Notes due 2024
Kerr-McGee
492386AU1 /
6.950% Senior Notes
$970
$1.00
$30
$1,000
$1.00
US492386AU15
due 2024
$310,000
7.250% Debentures due 2025
Anadarko
032511AH0 /
7.250% Debentures
$970
$1.00
$30
$1,000
$1.00
US032511AH06
due 2025
$1,100,000,000
5.550% Senior Notes due 2026
Anadarko
032511BN6 /
5.550% Senior Notes
$970
$1.00
$30
$1,000
$1.00
US032511BN64
due 2026
$111,856,000
7.500% Debentures due 2026
Anadarko
907834AB1 /
7.500% Debentures
$970
$1.00
$30
$1,000
$1.00
HoldCo
US907834AB13
due 2026
$47,750,000
7.000% Debentures due 2027
Anadarko
032511AL1 /
7.000% Debentures
$970
$1.00
$30
$1,000
$1.00
US032511AL18
due 2027
$150,000,000
7.125% Debentures due 2027
Kerr-McGee
492386AK3 /
7.125% Debentures
$970
$1.00
$30
$1,000
$1.00
US492386AK33
due 2027
$235,133,000
7.150% Debentures due 2028
Anadarko
907834AG0 /
7.150% Debentures
$970
$1.00
$30
$1,000
$1.00
HoldCo
US907834AG00
due 2028
$14,153,000
6.625% Debentures due 2028
Anadarko
032511AM9 /
6.625% Debentures
$970
$1.00
$30
$1,000
$1.00
US032511AM90
due 2028
$135,005,000
7.200% Debentures due 2029
Anadarko
032511AN7 /
7.200% Debentures
$970
$1.00
$30
$1,000
$1.00
US032511AN73
due 2029
$116,275,000
7.950% Debentures due 2029
Anadarko
907834AJ4 /
7.950% Debentures
$970
$1.00
$30
$1,000
$1.00
HoldCo
US907834AJ49
due 2029
$900,000,000
7.500% Senior Notes due 2031
Anadarko
032479AD9 /
7.500% Senior Notes
$970
$1.00
$30
$1,000
$1.00
Finance
US032479AD91
due 2031
$500,000,000
7.875% Senior Notes due 2031
Kerr-McGee
492386AT4 /
7.875% Senior Notes
$970
$1.00
$30
$1,000
$1.00
US492386AT42
due 2031
$1,750,000,000
6.450% Senior Notes due 2036
Anadarko
032511AY3 /
6.450% Senior Notes
$970
$1.00
$30
$1,000
$1.00
US032511AY39
due 2036
$2,270,600,000(4)
Zero Coupon Senior Notes due
Anadarko
032511BB2 /
Zero Coupon Senior
$970
$1.00
$30
$1,000
$1.00
2036
US032511BB27
Notes
due 2036
$325,000,000
7.950% Senior Notes due 2039
Anadarko
032511BG1 /
7.950% Senior Notes
$970
$1.00
$30
$1,000
$1.00
US032511BG14
due 2039
$750,000,000
6.200% Senior Notes due 2040
Anadarko
032510AC3 /
6.200% Senior Notes
$970
$1.00
$30
$1,000
$1.00
US032510AC36
due 2040
$625,000,000
4.500% Senior Notes due 2044
Anadarko
032511BK2 /
4.500% Senior Notes
$970
$1.00
$30
$1,000
$1.00
US032511BK26
due 2044
$1,100,000,000
6.600% Senior Notes due 2046
Anadarko
032511BP1 /
6.600% Senior Notes
$970
$1.00
$30
$1,000
$1.00
US032511BP13
due 2046
$48,800,000
7.250% Debentures due 2096
Anadarko
032511AK3 /
7.250% Debentures
$970
$1.00
$30
$1,000
$1.00
US032511AK35
due 2096
$60,500,000
7.730% Debentures due 2096
Anadarko
032511AJ6 /
7.730% Debentures
$970
$1.00
$30
$1,000
$1.00
US032511AJ61
due 2096
$77,970,000
7.500% Debentures due 2096
Anadarko
907834AC9 /
7.500% Debentures
$970
$1.00
$30
$1,000
$1.00
HoldCo
US907834AC95
due 2096
(1)
Consideration per $1,000 principal amount of Old Notes validly tendered and accepted for exchange, subject to any rounding as described herein.
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(2)
The term "Oxy Notes" in this column refers, in each case, to the series of Oxy Notes corresponding to the series of Old Notes of like tenor and coupon.
(3)
Includes the Early Participation Premium (as defined below) for Old Notes validly tendered prior to the Early Participation Date described below and not validly
withdrawn.
(4)
Aggregate principal amount at maturity. The accreted amount as of September 18, 2019, the anticipated settlement date of the applicable exchange offer, will be
approximately $413,739.22 per $1,000,000 aggregate principal amount at maturity of Zero Coupon Notes.(continued on next page)
The joint lead dealer managers for the exchange offers and the joint lead solicitation agents for the consent solicitations for the Old Notes are:
BofA Merrill Lynch
Citigroup
J.P. Morgan
Wells Fargo Securities
The date of this prospectus is August 15, 2019.
TABLE OF CONTENTS
(continued from cover)
In exchange for each $1,000 principal amount of Old Notes that is validly tendered prior to 5:00 p.m., New York City time, on August
28, 2019, unless extended by us (such date and time, as it may be extended, the "Early Participation Date") and not validly withdrawn,
holders will receive the total consideration set out in the table above (the "Total Consideration"), which consists of $1,000 principal
amount of Oxy Notes and a cash amount of $1.00. The Total Consideration includes an early participation premium set out in the table
above (the "Early Participation Premium"), which consists of $30 principal amount of Oxy Notes.
In exchange for each $1,000 principal amount of Old Notes that is validly tendered after the Early Participation Date but prior to the
Expiration Date (as defined below) and not validly withdrawn, holders will receive only the exchange consideration set out in the table
above (the "Exchange Consideration"), which is equal to the Total Consideration less the Early Participation Premium and therefore
consists of $970 principal amount of Oxy Notes and a cash amount of $1.00.
Except where otherwise indicated, the term "aggregate principal amount," when used in reference to the Zero Coupon Senior Notes due
2036 (the "Zero Coupon Notes"), refers to the accreted amount as of September 18, 2019, the anticipated Settlement Date (as defined
below), and will be approximately $413,739.22 per $1,000,000 aggregate principal amount at maturity of Zero Coupon Notes. The term
"aggregate principal amount at maturity," when used in reference to the Zero Coupon Notes, refers to the aggregate principal amount
payable at maturity, which is $1,000,000 for each $1,000,000 of fully accreted Zero Coupon Notes. For the avoidance of doubt, the $1.00
cash amount for the series of Old Notes corresponding to the Zero Coupon Notes (the "Old Zero Coupon Notes") will be paid based on
the aggregate principal amount (or accreted value) as of the Settlement Date of such Old Zero Coupon Notes validly tendered.
No additional payment will be made for a holder's consent to the proposed amendments to the Old Notes Indentures (as defined below).
Tenders of Old Notes in connection with any of the exchange offers may be withdrawn at any time prior to the Expiration Date of the
applicable exchange offer. Following the Expiration Date, tenders of Old Notes may not be validly withdrawn unless we are otherwise
required by law to permit withdrawal. Consents to the proposed amendments may be revoked at any time prior to 5:00 p.m., New York
City time, on August 28, 2019, unless extended by us (such date and time, as it may be extended, the "Consent Revocation Deadline"),
but may not be revoked at any time thereafter. Consents may be revoked only by validly withdrawing the associated tendered Old Notes.
A valid withdrawal of tendered Old Notes prior to the Consent Revocation Deadline will be deemed to be a concurrent revocation of the
related consent to the proposed amendments to the applicable Old Notes Indenture, and a revocation of a consent to the proposed
amendments prior to the Consent Revocation Deadline will be deemed to be a concurrent withdrawal of the related tendered Old Notes.
However, a valid withdrawal of Old Notes after the Consent Revocation Deadline will not be deemed a revocation of the related consent
and your consent will continue to be deemed delivered.
Each Oxy Note issued in exchange for an Old Note will have an interest rate and maturity that is identical to the interest rate and maturity of the
tendered Old Note, as well as identical interest payment dates and optional redemption prices (subject to certain technical changes to ensure that
the calculations of the treasury rate are consistent with the methods used in the new notes issuance (as defined below)). No accrued but unpaid
interest will be paid on the Old Notes in connection with the exchange offers. Interest on the applicable Oxy Note will, however, (a) accrue from
and including the most recent interest payment date of the tendered Old Note and (b) if the regular record date for the first interest payment date
would be a date prior to the Settlement Date, the record date for such first interest payment date will be the day immediately preceding such
interest payment date. Subject to the minimum denominations as described herein, the principal amount of each Oxy Note will be rounded down,
if necessary, to the nearest whole multiple of $1,000, and we will pay cash equal to the remaining portion, if any, of the exchange price of such
Old Note. The exchange offers will expire at 12:01 a.m., New York City time, on September 13, 2019, unless extended (the "Expiration
Date"). You may withdraw tendered Old Notes at any time prior to the Expiration Date. As further described in this prospectus, if your valid
withdrawal of your tendered Old Notes occurs after the Consent Revocation Deadline, you will not be able to revoke the related consent to the
proposed amendments described below. As of the date of this prospectus, there was approximately $11,893,352,000 aggregate principal amount
at maturity of outstanding Old Notes.
Concurrently with the exchange offers, we are also soliciting consents from each holder of the Old Notes, on behalf of Anadarko, Anadarko
HoldCo, Anadarko Finance and Kerr-McGee, respectively, and upon the terms and conditions set forth in this prospectus and the related letter of
transmittal and consent, to certain proposed amendments (the "proposed amendments") to each series of Old Notes to be governed by, as
applicable:
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·
a supplemental indenture to the indenture, dated as of August 1, 1982 (as amended or supplemented prior to the date of execution of
such supplemental indenture, the "Kerr-McGee 1982 Old Notes Indenture"), among Kerr-McGee, Anadarko and The Bank of New
York Mellon Trust Company, N.A. (as successor in interest to Citibank, N.A.), as trustee (the "1982 Trustee"), relating to the 7.125%
Debentures due 2027;
·
a supplemental indenture to the indenture, dated as of March 1, 1995 (as amended or supplemented prior to the date of execution of
such supplemental indenture, the "Anadarko 1995 Old Notes Indenture"), among Anadarko and The Bank of New York Mellon Trust
Company, N.A. (as successor in interest to The Chase Manhattan Bank, N.A.), as trustee (the "1995 Trustee"), relating to the 7.250%
Debentures due 2025, the 7.250% Debentures due 2096 and the 7.730% Debentures due 2096;
·
a supplemental indenture to the indenture, dated as of March 27, 1996 (as amended or supplemented prior to the date of execution of
such supplemental indenture, the "Anadarko HoldCo 1996 Old Notes Indenture"), among Anadarko HoldCo (as successor in interest
to Union Pacific Resources Group Inc.) and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to Chase
Bank of Texas National Association), as trustee (the "1996 Trustee"), relating to the 7.500% Debentures due 2026, the 7.150%
Debentures due 2028 and the 7.500% Debentures due 2096;
TABLE OF CONTENTS
(continued from cover)
·
a supplemental indenture to the indenture, dated as of September 1, 1997 (as amended or supplemented prior to the date of execution
of such supplemental indenture, the "Anadarko 1997 Old Notes Indenture"), among Anadarko and The Bank of New York Mellon
Trust Company, N.A. (as successor in interest to Harris Trust and Savings Bank), as trustee (the "1997 Trustee"), relating to the
7.000% Debentures due 2027, the 6.625% Debentures due 2028 and the 7.200% Debentures due 2029;
·
a supplemental indenture to the indenture, dated as of April 13, 1999 (as amended or supplemented prior to the date of execution of
such supplemental indenture, the "Anadarko HoldCo 1999 Old Notes Indenture" and, together with the Anadarko HoldCo 1996 Old
Notes Indenture, the "Anadarko HoldCo Old Notes Indentures"), among Anadarko HoldCo (as successor in interest to Union Pacific
Resources Group Inc.), Anadarko Finance Company (as successor in interest to UPR Capital Company, a subsidiary issuer party
thereto), Anadarko, as guarantor, and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to The Bank of
New York), as trustee (the "1999 Trustee"), relating to the 7.950% Debentures due 2029;
·
a supplemental indenture to the indenture, dated as of April 26, 2001 (as amended or supplemented prior to the date of execution of
such supplemental indenture, the "Anadarko Finance 2001 Old Notes Indenture"), among Anadarko Finance, Anadarko, as guarantor,
and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to The Bank of New York), as trustee (the "2001
Anadarko Finance Trustee"), relating to the 7.500% Senior Notes due 2031;
·
a supplemental indenture to the indenture, dated as of August 1, 2001 (as amended or supplemented prior to the date of execution of
such supplemental indenture, the "Kerr-McGee 2001 Old Notes Indenture" and, together with the Kerr-McGee 1982 Old Notes
Indenture, the "Kerr-McGee Old Notes Indentures"), among Kerr-McGee, Anadarko, as guarantor, and The Bank of New York Mellon
Trust Company, N.A. (as successor in interest to Citibank, N.A.), as trustee (the "2001 Kerr-McGee Trustee"), relating to the 6.950%
Senior Notes due 2024 and the 7.875% Senior Notes due 2031; and
·
a supplemental indenture to the indenture, dated as of September 19, 2006 (as amended or supplemented prior to the date of execution
of such supplemental indenture, the "Anadarko 2006 Old Notes Indenture"), among Anadarko and The Bank of New York Mellon
Trust Company, N.A., (formerly known as The Bank of New York Trust Company, N.A.), as trustee (the "2006 Trustee"), relating to
the 4.850% Senior Notes due 2021, the 3.450% Senior Notes due 2024, the 5.550% Senior Notes due 2026, the 6.450% Senior Notes
due 2036, the Zero Coupon Notes, the 7.950% Senior Notes due 2039, the 6.200% Senior Notes due 2040, the 4.500% Senior Notes
due 2044 and the 6.600% Senior Notes due 2046.
The Kerr-McGee 1982 Old Notes Indenture, Anadarko 1995 Old Notes Indenture, Anadarko HoldCo 1996 Old Notes Indenture, Anadarko 1997
Old Notes Indenture, Anadarko HoldCo 1999 Old Notes Indenture, Anadarko Finance 2001 Old Notes Indenture, Kerr-McGee 2001 Old Notes
Indenture and Anadarko 2006 Old Notes Indenture are referred to collectively as the "Old Notes Indentures." The 1982 Trustee, the 1995 Trustee,
the 1996 Trustee, the 1997 Trustee, the 1999 Trustee, the 2001 Anadarko Finance Trustee, the 2001 Kerr-McGee Trustee and the 2006 Trustee
are referred to collectively as the "Old Notes Trustees."
You may not consent to the proposed amendments to the relevant Old Notes Indenture without tendering your Old Notes in the applicable
exchange offer and you may not tender your Old Notes for exchange without consenting to the applicable proposed amendments. By tendering
your Old Notes for exchange, you will be deemed to have validly delivered your consent to the proposed amendments to the applicable Old
Notes Indenture under which those notes were issued with respect to that specific series, as further described under "The Proposed
Amendments." You may revoke your consent to the proposed amendments at any time prior to the Consent Revocation Deadline by withdrawing
the Old Notes you have tendered prior to the Consent Revocation Deadline but you will not be able to revoke your consent after the Consent
Revocation Deadline, as further described in this prospectus.
The consummation of each exchange offer is subject to, and conditional upon, the satisfaction or, where permitted, the waiver, where
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permitted, of the conditions discussed under "The Exchange Offers and Consent Solicitations--Conditions to the Exchange Offers and
Consent Solicitations," including, among other things, the satisfaction of the Requisite Consent Condition (as defined in "The Exchange
Offers and Consent Solicitations--Conditions to the Exchange Offers and Consent Solicitations") and the registration statement on
Form S-4 of which this prospectus forms a part having been declared effective and remaining effective on the Settlement Date. We may,
at our option, waive any such conditions at or by the Expiration Date, except the condition that the registration statement of which this
prospectus forms a part has been declared effective by the SEC and remains effective on the Settlement Date.
Subject to applicable law, each exchange offer and each consent solicitation is being made independently of the other exchange offers and
consent solicitations, and we reserve the right to terminate, withdraw or amend each exchange offer and each consent solicitation independently
of the other exchange offers and consent solicitations at any time and from time to time, as described in this prospectus.
We plan to issue the Oxy Notes promptly following the Expiration Date (the "Settlement Date"). The Old Notes are not, and the Oxy Notes will
not be, listed on any securities exchange.
This investment involves risks. Prior to participating in any of the exchange offers and consenting to the proposed amendments, please
see the section entitled "Risk Factors" beginning on page 26 of this prospectus for a discussion of the risks that you should consider. You
also should read and carefully consider the risk factors contained in the documents that are incorporated by reference herein.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
(continued from cover)
None of Occidental, Anadarko, Anadarko HoldCo, Anadarko Finance, Kerr-McGee, the exchange agent (as defined herein), the information
agent, the Old Notes Trustees, the Trustee (as defined below) or the dealer managers makes any recommendation as to whether holders of the Old
Notes should exchange their notes in the exchange offers or deliver consents to the proposed amendments to the Old Notes Indentures.
In order to participate in any exchange offer and consent solicitation for Old Notes, holders of the Old Notes resident in Canada are
required to complete, sign and submit to the exchange agent a Canadian Eligibility Form (attached as Annex A to the accompanying
letter of transmittal and consent). See "Notices to Certain Non-U.S. Holders--Canada."
The communication of this prospectus and any other document or materials relating to the issue of the Oxy Notes offered hereby is not being
made, and such documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the United
Kingdom's Financial Services and Markets Act 2000 (as amended, the "FSMA"). Accordingly, such documents and materials are not being
distributed to, and must not be directed at, the general public in the United Kingdom. The communication of such documents and/or materials is
only being made to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall
within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Order")), or who fall within Article 49(2)(a) to (d) of the Order (all such persons together being
referred to as "Relevant Persons"). In the United Kingdom, this prospectus and the Oxy Notes offered hereby are only available to, and any
investment or investment activity to which this prospectus and any other document or materials relating to the issue of the Oxy Notes offered
hereby relates, will be engaged in only with, Relevant Persons. Any person in the United Kingdom that is not a Relevant Person should not act
or rely on this prospectus or any of its contents.
This prospectus and any other document or materials relating to the issue of the Oxy Notes offered hereby is not a prospectus for the purposes of
the Prospectus Directive. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended or superseded), and includes any
relevant implementing measure in any member state ("Member State") of the European Economic Area (the "EEA") which has implemented the
Prospectus Directive.
On May 9, 2019, we entered into an Agreement and Plan of Merger (the "merger agreement"), by and among us, Anadarko and Baseball Merger
Sub 1, Inc., one of our indirect wholly-owned subsidiaries ("Merger Subsidiary"), pursuant to which Merger Subsidiary merged with and into
Anadarko, with Anadarko continuing as the surviving company and as our indirect wholly-owned subsidiary (the "merger"). The merger was
completed on August 8, 2019. See "Summary--The Merger" beginning on page 1 for more information.
As a result of the merger, Anadarko ceased to be a publicly held company. Following the merger, Anadarko filed a Form 15 to deregister
Anadarko securities under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Anadarko common stock was delisted
from the New York Stock Exchange (the "NYSE"). Accordingly, Anadarko will not file periodic reports or information with the U.S. Securities
and Exchange Commission (the "SEC") or, if the Requisite Consents (as defined below) for the 7.500% Senior Notes due 2031 are received,
with any Old Notes Trustee (as defined below) or any holders of the Old Notes. Consequently, the liquidity, market value and price volatility of
the Old Notes issued by Anadarko that remain outstanding after the completion of the exchange offers may be materially and adversely affected.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS--The Oxy Notes are not intended to be offered, sold or otherwise made
available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail
client as defined in point (11) of Article 4(1) of Directive (EU) 2014/65/EU (as amended, "MiFID II"), (ii) a customer within the meaning of
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Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II or (iii) a person that is not a qualified investor as defined in the Prospectus Directive.
Consequently, no key information document required by Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs Regulation") for offering or
selling the Oxy Notes and otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the
securities or otherwise making them available to a retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE/TARGET MARKET--Solely for the purposes of each manufacturer's product approval process, the
target market assessment in respect of the Oxy Notes has led to the conclusion that: (i) the target market for the Oxy Notes is eligible
counterparties and professional clients only, each as defined in MiFID II and (ii) all channels for distribution of the Oxy Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Oxy Notes (a
"distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Oxy Notes (by either adopting or refining the manufacturers' target
market assessment) and determining appropriate distribution channels.
TABLE OF CONTENTS
TABLE OF CONTENTS

Page
ABOUT THIS PROSPECTUS

i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

ii
WHERE YOU CAN FIND MORE INFORMATION

iv
SUMMARY

1
RISK FACTORS
26
USE OF PROCEEDS
31
THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS
32
DESCRIPTION OF THE DIFFERENCES BETWEEN THE OXY NOTES AND THE OLD NOTES
44
THE PROPOSED AMENDMENTS
65
DESCRIPTION OF THE OXY NOTES
73
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
98
NOTICES TO CERTAIN NON-U.S. HOLDERS
106
VALIDITY OF NOTES
109
EXPERTS
110
ABOUT THIS PROSPECTUS
References in this prospectus to "Occidental," the "Company," "we," "us" and "our" refer to Occidental Petroleum Corporation and
not to any of its subsidiaries, unless otherwise stated or the context so requires.
No person is authorized to give any information or to make any representations other than those contained or incorporated by reference
in this prospectus. We and our subsidiaries and the dealer managers take no responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you. This prospectus is not an offer to sell or the solicitation of an offer to
buy any securities in any jurisdiction where it is unlawful. The delivery of this prospectus will not, under any circumstances, create
any implication that there has been no change in our and our subsidiaries' affairs since the date of this prospectus or that the
information contained or incorporated by reference is correct as of any time subsequent to the date of such information. Our and our
subsidiaries' business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus is part of a registration statement that we have filed with the SEC. Prior to making any decision with respect to the
exchange offers and consent solicitations, you should read this prospectus and any prospectus supplement, together with the
documents incorporated by reference herein and therein, the registration statement, the exhibits thereto and the additional information
described under the heading "Where You Can Find More Information."
References in this prospectus to "$" and "dollars" are to the currency of the United States.
To receive timely delivery of the documents prior to the Early Participation Date, you should make your request no later than August
21, 2019. To receive timely delivery of the documents prior to the Expiration Date, you should make your request no later than
September 6, 2019.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains certain forward-looking statements with respect to the financial condition, results of operations and business
of Occidental and Anadarko and certain plans and objectives of Occidental with respect thereto, including statements about the
expected benefits of the merger. These statements may be made directly in this prospectus or may be incorporated by reference to
other documents. These forward-looking statements can be identified by the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as "anticipate," "target," "expect," "estimate," "intend," "plan," "goal,"
"believe," "hope," "aim," "continue," "will," "may," "would," "could" or "should" or other words of similar meaning. There are
several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking
statements. Such factors include, but are not limited to, the following risks related to the merger and the financing transactions (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;
·
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 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 substantial indebtedness Occidental incurred in
connection with the merger and the need to generate sufficient cash flows to service and repay such debt and to pay
dividends pursuant to the Berkshire Hathaway investment (as defined below); and
·
Occidental's ability to consummate the Total transaction (as defined below), including the ability to receive the required
regulatory approvals.
Such factors also include the following risks:
·
assumptions about the energy markets;
·
global and local commodity and commodity-futures pricing fluctuations;
·
supply and demand considerations for, and the prices of, our products or services;
·
unexpected changes in costs;
·
the regulatory approval environment;
·
our ability to successfully complete, or any material delay of, field developments, expansion projects, capital expenditures,
efficiency projects, acquisitions or dispositions;
·
risks associated with acquisitions, mergers and joint ventures, such as difficulties integrating businesses, uncertainty
associated with financial projections, projected synergies, restructuring, increased costs and adverse tax consequences;
·
uncertainties and liabilities associated with acquired and divested properties and businesses;
·
uncertainties about the estimated quantities of oil, natural gas and natural gas liquids ("NGLs") reserves;
·
lower-than-expected production from development projects or acquisitions;
·
exploration, drilling and other operational risks;
·
general economic conditions, domestically, internationally, or in the jurisdictions in which we are, or in the future, may be,
doing business;
·
governmental actions and political conditions and events;
·
the regulatory approval environment, including our ability to timely obtain or maintain permits or other governmental
approvals, including those necessary for drilling and/or development projects;
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·
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;
·
litigation;
·
disruption or interruption of production or manufacturing or facility damage due to accidents, chemical releases, labor unrest,
weather, natural disasters, security breaches, cyber-attacks or insurgent activity;
·
failure of risk management;
·
changes in state, federal, or foreign tax rates; and
·
other risk factors as detailed from time to time in Occidental's and Anadarko's reports filed with the SEC, including
Occidental's and Anadarko's respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and other documents filed with the SEC, including the risks and uncertainties set forth in, or incorporated by
reference into, this prospectus in the section entitled "Risk Factors." See "Where You Can Find More Information."
The forward-looking statements included or incorporated by reference herein reflect Occidental's current views with respect to future
events and are based on numerous assumptions and assessments made by Occidental in light of its experience and perception of
historical trends, current conditions, business strategies, operating environments, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to
events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking
statements in this document could cause Occidental's plans, actual results, performance or achievements, industry results and
developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that
the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to
have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements, which speak only
as of the date of this prospectus or, in the case of a document incorporated by reference, as of the date of that document. Occidental
assumes no obligation to update the information contained in this document (whether as a result of new information, future events or
otherwise), except as required by applicable law.
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WHERE YOU CAN FIND MORE INFORMATION
Occidental files, and Anadarko previously filed, annual, quarterly and current reports, proxy statements and other information with the
SEC. You may access this information at the SEC's internet website, which contains reports, proxy statements and other information
regarding issuers, including Occidental, who file electronically with the SEC. The address of that site is www.sec.gov.
Occidental has filed with the SEC a registration statement on Form S-4 of which this prospectus forms a part. The registration
statement registers the offer and sale of the Oxy Notes. The registration statement, including the attached exhibits and annexes,
contains additional relevant information about Occidental and Anadarko. The rules and regulations of the SEC allow Occidental to
omit certain information included in the registration statement from this prospectus.
In addition, the SEC allows Occidental to disclose important information to you by referring you to other documents filed separately
with the SEC. This information is considered to be a part of this prospectus, except for any information that is superseded by
information included directly in this prospectus or incorporated by reference subsequent to the date of this prospectus as described
below.
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This prospectus incorporates by reference the documents listed below that Occidental and Anadarko have previously filed with the
SEC. They contain important information about the companies and their financial condition.
Occidental SEC Filings
·
Annual report on Form 10-K for the year ended December 31, 2018;
·
Quarterly reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019; and
·
Current reports on Form 8-K filed on April 24, 2019, May 3, 2019, May 6, 2019 (Film No.: 19798226), May 10, 2019 (Film
Nos.: 19813015 and 19815863), July 15, 2019, August 1, 2019, August 5, 2019 and August 8, 2019 (Film Nos.: 191010121
and 191010471) (other than the portions of those documents not deemed to be filed pursuant to the rules promulgated under
the Exchange Act).
Anadarko SEC Filings
·
Annual report on Form 10-K for the year ended December 31, 2018;
·
Quarterly reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019; and
·
Current reports on Form 8-K filed on February 19, 2019, April 12, 2019, April 17, 2019, May 10, 2019, May 15, 2019 and
August 8, 2019 (other than the portions of those documents not deemed to be filed pursuant to the rules promulgated under
the Exchange Act).
In addition, Occidental incorporates by reference any future filings it may make with the SEC under Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus and until the termination of the exchange offers and consent solicitations made
hereby (excluding any current reports on Form 8-K to the extent disclosure is furnished and not filed). Those documents are
considered to be a part of this prospectus, effective as of the date they are filed. In the event of conflicting information in these
documents, the information in the latest filed document should be considered correct.
You can obtain any of the documents listed above from the SEC's website at the address indicated above, or from Occidental by
requesting them in writing or by telephone as follows:
Occidental Petroleum Corporation
Attention: Corporate Secretary
5 Greenway Plaza, Suite 110
Houston, Texas 77046
Telephone: (713) 215-7000
These documents are available from Occidental without charge, excluding any exhibits to them unless the exhibit is specifically listed
as an exhibit to the registration statement of which this prospectus forms a part. You can also find information about Occidental at our
internet website at www.oxy.com. Information contained on this website does not constitute part of this prospectus.
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SUMMARY
This summary provides an overview of selected information. Because this is only a summary, it may not contain all of the
information that may be important to you in understanding the exchange offers and consent solicitations. You should carefully read
this entire prospectus, including the section entitled "Risk Factors," as well as the information incorporated by reference in this
prospectus. See the section of this prospectus entitled "Where You Can Find More Information." Unless stated otherwise, all
references in this prospectus to Occidental are to Occidental Petroleum Corporation and all references to Anadarko are to
Anadarko Petroleum Corporation.
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:
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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. 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. See "Where You Can Find More Information" beginning on page iv.
Anadarko
Anadarko is an indirect, wholly owned subsidiary of Occidental and an international exploration and production company, with
approximately 1.5 billion barrels of oil equivalent ("BOE") of proved reserves at December 31, 2018. Anadarko's asset portfolio
combines cash-generating conventional oil developments in the Gulf of Mexico, Algeria and Ghana with a large inventory of
significant and proven high-growth unconventional resources in the U.S. onshore. Additional information about Anadarko is
included in documents incorporated by reference in this prospectus. See "Where You Can Find More Information" beginning on
page iv.
The Merger
On May 9, 2019, Occidental, Merger Subsidiary and Anadarko entered into the merger agreement, which provided that, upon the
terms and subject to the conditions set forth therein, and in accordance with the Delaware General Corporation Law, Merger
Subsidiary would merge with and into Anadarko, with Anadarko continuing as the surviving corporation and an indirect wholly-
owned subsidiary of Occidental. The merger was completed on August 8, 2019.
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On April 30, 2019, Occidental and Berkshire Hathaway Inc. ("Berkshire Hathaway") entered into a securities purchase agreement,
pursuant to which, subject to the terms and conditions set forth therein, 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"). On August 8, 2019, the Berkshire Hathaway
investment was completed. The proceeds of the Berkshire Hathaway investment were used by Occidental 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", and the facilities
thereunder the "term loan facilities") with 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. On August 8, 2019, the
conditions to funding under the term loan facilities were satisfied and the loans thereunder were funded. The proceeds of the term
loan facilities were used by Occidental to partially finance the merger and pay related fees and expenses.
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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, effective as of August 8, 2019, the commitments under the revolving credit facility were increased by an
additional $2.0 billion, to $5.0 billion (the "Revolver Upsize").
On August 3, 2019, Occidental and TOTAL S.A. ("Total") entered into a binding purchase and sale agreement, 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 using the 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"). The
Total transaction and the Term loan refinancing are not contingent on the completion of the exchange offers or the consent
solicitations, and none of the exchange offers or consent solicitations is conditioned on the completion of the Total transaction or the
Term loan refinancing.
On August 8, 2019, Occidental issued pursuant to the Indenture senior unsecured notes in an aggregate principal amount of
$13.0 billion (the "new notes issuance"). The net proceeds from the new notes issuance of approximately $12.9 billion, after
deducting underwriting discounts and estimated offering expenses, were used by Occidental to partially finance the merger and pay
related fees and expenses.
We refer to the Berkshire Hathaway investment, the Total transaction, the borrowing of loans under the term loan agreement,
the Revolver Upsize, the new notes issuance and the Term loan refinancing as the "financing transactions".
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Questions and Answers about the Exchange Offers and Consent Solicitations
Q: Why is Occidental making the exchange offers and consent solicitations?
A:
Occidental is conducting the exchange offers to simplify its capital structure and to give existing holders of the Old Notes the
option to obtain securities issued by Occidental, which will be pari passu with Occidental's other unsecured and
unsubordinated debt securities. Occidental is conducting the consent solicitations to ease administration of Occidental's
indebtedness.
Q: What will I receive if I tender my Old Notes in the exchange offers and consent solicitations?
A:
Subject to the conditions described in this prospectus, each Old Note that is validly tendered prior to 12:01 a.m., New York
City time, on the Expiration Date, and not validly withdrawn, will be eligible to receive an Oxy Note of the applicable series
(as designated in the table below), which will accrue interest at the same annual interest rate, have the same interest payment
dates, same optional redemption prices (subject to certain technical changes to ensure that the calculations of the treasury rate
are consistent with the methods used in the new notes issuance) and same maturity date as the Old Note for which it was
exchanged.
Specifically, (a) in exchange for each $1,000 principal amount of Old Notes that is validly tendered prior to 5:00 p.m., New
York City time, on the Early Participation Date, and not validly withdrawn, holders will receive the Total Consideration, which
consists of $1,000 principal amount of Oxy Notes (including the Early Participation Premium, which consists of $30 principal
amount of Oxy Notes) and a cash amount of $1.00, and (b) in exchange for each $1,000 principal amount of Old Notes that is
validly tendered after the Early Participation Date but prior to the Expiration Date, and not validly withdrawn, holders will
receive only the Exchange Consideration, which consists of $970 principal amount of Oxy Notes and a cash amount of $1.00.
For the avoidance of doubt, the $1.00 cash amount for the series of Old Zero Coupon Notes will be paid based on the
aggregate principal amount (or accreted value) as of the Settlement Date of such Old Zero Coupon Notes validly tendered.
The Oxy Notes will be issued under and governed by the terms of an indenture (the "Indenture"), to be dated no later than the
Settlement Date, with The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), as described under
"Description of the Oxy Notes."
The Oxy Notes will be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof,
except for the following Oxy Notes (collectively, the "Oxy $1,000 Denomination Notes"), which will only be issued in
minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof:
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Document Outline

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