Obbligazione Occidental Petroleum Corporation 8% ( US674599DY89 ) in USD

Emittente Occidental Petroleum Corporation
Prezzo di mercato 100 USD  ▼ 
Paese  Stati Uniti
Codice isin  US674599DY89 ( in USD )
Tasso d'interesse 8% per anno ( pagato 2 volte l'anno)
Scadenza 14/07/2025 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Occidental Petroleum Corp US674599DY89 in USD 8%, scaduta


Importo minimo 2 000 USD
Importo totale 500 000 000 USD
Cusip 674599DY8
Standard & Poor's ( S&P ) rating BB- ( Non-investment grade speculative )
Moody's rating Ba2 ( Non-investment grade speculative )
Descrizione dettagliata Occidental Petroleum Corporation è una compagnia petrolifera e gasifera statunitense impegnata in esplorazione, produzione, trasporto e marketing di idrocarburi.

The Obbligazione issued by Occidental Petroleum Corporation ( United States ) , in USD, with the ISIN code US674599DY89, pays a coupon of 8% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/07/2025

The Obbligazione issued by Occidental Petroleum Corporation ( United States ) , in USD, with the ISIN code US674599DY89, was rated Ba2 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Obbligazione issued by Occidental Petroleum Corporation ( United States ) , in USD, with the ISIN code US674599DY89, was rated BB- ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.







424B2 1 nt10013018x3_424b2.htm 424B2
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(2)
Registration Nos. 333-232928
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Each Class of Securities
? ?
Amount to be
? ?
Offering
? ?
Aggregate
? ?
Amount of
to be Registered
Registered
Price Per Unit
Offering Price
Registration Fee(1)
8.000% Senior Notes due 2025
? ?
$ 500,000,000 ? ?
100%
? ?
$ 500,000,000 ? ?
$ 64,900
8.500% Senior Notes due 2027
? ?
$ 500,000,000 ? ?
100%
? ?
$ 500,000,000 ? ?
$ 64,900
8.875% Senior Notes due 2030
? ?
$1,000,000,000 ? ?
100%
? ?
$1,000,000,000 ? ?
$129,800
Total
? ?
$2,000,000,000 ? ?
--
? ?
$2,000,000,000 ? ?
$259,600
(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 8.000% Senior Notes due 2025
$500,000,000 8.500% Senior Notes due 2027
$1,000,000,000 8.875% Senior Notes due 2030

We are offering $500,000,000 aggregate principal amount of our 8.000% Senior Notes due 2025 (the "2025 notes"),
$500,000,000 aggregate principal amount of our 8.500% Senior Notes due 2027 (the "2027 notes") and $1,000,000,000 aggregate
principal amount of our 8.875% Senior Notes due 2030 (the "2030 notes," and together with the 2025 notes and the 2027 notes, the
"notes").
We will pay interest on each series of notes semi-annually in arrears on July 15 and January 15 of each year, commencing on
January 15, 2021. The 2025 notes will mature on July 15, 2025, the 2027 notes will mature on July 15, 2027 and the 2030 notes will
mature on July 15, 2030. We may redeem some or all of the 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.
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-7 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.
Proceeds,
?
?
Public
?
?
Underwriting ?
?
Before Expenses, to

Offering Price(1)
Discount
Us
Per 2025 note
?
?
100.000%?
?
0.750%?
?
99.250%
Total
?
?
$ 500,000,000 ?
?
$3,750,000
?
?
$496,250,000
Per 2027 note
?
?
100.000%?
?
0.750%?
?
99.250%
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Total
?
?
$ 500,000,000 ?
?
$3,750,000
?
?
$496,250,000
Per 2030 note
?
?
100.000%?
?
0.750%?
?
99.250%
Total
?
?
$1,000,000,000
?
?
$7,500,000
?
?
$992,500,000
(1)
Plus accrued interest, if any, from July 13, 2020.
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 July 13, 2020 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 Active Book-Running Managers
Citigroup
?
?
?
?

?
?
J.P. Morgan
RBC Capital Markets
?
?
Wells Fargo Securities
Joint Book-Running Managers
Barclays
?
?

?
?

?
?
BofA Securities
HSBC
?
?
MUFG?
?
SOCIETE GENERALE?
?
SMBC Nikko
Senior Co-Managers
BBVA
?
?
Mizuho Securities
?
?
Scotiabank
?
?
Standard Chartered Bank
Co-Managers
BNP PARIBAS
?
?
Credit Agricole CIB
?
?
Credit Suisse
?
?
PNC Capital Markets LLC
TD Securities
?
?

?
?

?
?
US Bancorp
BNY Mellon Capital Markets, LLC
?
?

?
?
CIBC Capital Markets
June 26, 2020
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-7
USE OF PROCEEDS
?
?
S-11
DESCRIPTION OF THE NOTES
?
?
S-12
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
?
?
S-18
UNDERWRITING
?
?
S-22
LEGAL MATTERS
?
?
S-28
EXPERTS
?
?
S-28
WHERE YOU CAN FIND MORE INFORMATION
?
?
S-29
Prospectus
ABOUT THIS PROSPECTUS
?
?
1
WHERE YOU CAN FIND MORE INFORMATION
?
?
2
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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
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 that 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 scope and duration of the COVID-19 pandemic and actions taken by governmental authorities and other
third parties in response to the pandemic;
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·
our indebtedness and other payment obligations, including the need to generate sufficient cash flows to fund
operations;
·
our ability to successfully monetize select assets, repay or refinance our debt and the impact of changes in
our credit ratings;
·
assumptions about energy markets;
·
global and local commodity and commodity-futures pricing fluctuations, including the sharp decline in
crude oil prices that occurred in the first quarter of 2020 and has continued through the second quarter of
2020;
·
supply and demand considerations for, and the prices of, our products and services;
·
actions by OPEC and non-OPEC oil producing countries;
·
results from operations and competitive conditions;
·
future impairments of our proved and unproved oil and gas properties or equity investments, or write-downs
of productive assets, causing charges to earnings;
·
unexpected changes in costs;
·
availability of capital resources, levels of capital expenditures and contractual obligations;
·
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;
·
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 liquid ("NGL") reserves;
·
lower-than-expected production from development projects or acquisitions;
·
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;
·
exploration, drilling and other operational risks;
·
disruptions to, capacity constraints in, or other limitations on the pipeline systems that deliver our oil and
natural gas and other processing and transportation considerations;
·
general economic conditions, including slowdowns, domestically or internationally and volatility in the
securities, capital or credit markets;
·
uncertainty from the expected discontinuance of LIBOR and transition to any other interest rate benchmark;
·
governmental actions and political conditions and events;
S-iii
TABLE OF CONTENTS
·
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, and 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 (including remedial actions);
·
potential liability resulting from pending or future 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;
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·
our ability to retain and hire key personnel;
·
reorganization or restructuring of our operations;
·
changes in state, federal, or foreign tax rates; and
·
actions by third parties that are beyond our control.
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, modify or withdraw 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 our most
recent Annual Report on Form 10-K, which is incorporated herein by reference, as well as in any of our 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 our Annual Report on Form 10-K
for the year ended December 31, 2019 and in our Quarterly Report on Form 10-Q for the quarter ended March 31,
2020, which are incorporated by reference in this prospectus supplement, for more information about important
factors you should consider before you make your investment decision.
Occidental
Occidental is an international energy company with operations in the United States, Middle East, Latin America
and Africa. We are the largest onshore oil producer in the U.S., including in the Permian Basin, and a leading offshore
producer in the Gulf of Mexico. Our marketing and midstream segment provides flow assurance and maximizes the
value of our oil and gas. Our Oxy Low Carbon Ventures subsidiary is advancing leading-edge technologies and
business solutions to economically grow our business while reducing emissions.
Oil and Gas--This segment explores for, develops and produces oil and condensate, NGL 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, and is a leading offshore producer in the Gulf of Mexico. Other core
operations are in the Middle East (Oman, United Arab Emirates and Qatar), Latin America (Colombia) and Africa
(Algeria).
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.
Marketing and Midstream--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 marketing and midstream
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 economically 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.
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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-29.
Acquisition of Anadarko
On August 8, 2019, pursuant to the Agreement and Plan of Merger, dated as of May 9, 2019, Occidental acquired
all of the outstanding shares of Anadarko Petroleum Corporation ("Anadarko"), with Anadarko continuing as an
indirect, wholly-owned subsidiary of Occidental (the "Anadarko Acquisition"). Accordingly, certain financial
information related to Anadarko and our combined business are incorporated by reference herein. See "Where You
Can Find More Information" beginning on Page S-29.
Recent Developments
Concurrent Tender Offers
Concurrently with this offering, we commenced cash tender offers (together with the related consent solicitations
described below, the "Tender Offers") to purchase our outstanding 4.10% Senior Notes due 2021, Floating Interest
Rate Notes due February 2021, 4.850% Senior Notes due 2021, Floating Interest Rate Notes due
S-1
TABLE OF CONTENTS
August 2021, 2.600% Senior Notes due 2021, 3.125% Senior Notes due 2022, 2.600% Senior Notes due 2022,
Floating Interest Rate Notes due August 2022 and 2.700% Senior Notes due 2022 (collectively, the "Subject Notes"),
subject to a maximum aggregate purchase price equal to $1,500 million and a $250 million sub-cap in the case of the
Subject Notes maturing in 2022.
We intend to fund the Tender Offers and related fees and expenses using the net proceeds of this offering.
The Tender Offers are made upon the terms and subject to the conditions set forth in the Offer to Purchase and
Consent Solicitation Statement dated June 25, 2020 (the "Offer to Purchase"). The Tender Offers will expire at 11:59
p.m., New York City time, on July 23, 2020, unless extended or terminated by Occidental. Holders of Subject Notes
that are validly tendered prior to 5:00 p.m., New York City time, on July 9, 2020 and accepted for purchase pursuant
to the applicable Tender Offer will receive, in addition to the applicable tender offer consideration, the applicable early
tender premium for such series of Subject Notes, in each case subject to the term and conditions described in the Offer
to Purchase.
In connection with the Tender Offers, Occidental is also soliciting consents from the holders of the Subject Notes
for certain proposed amendments described in the Offer to Purchase that would, among other things, remove certain
covenants and events of default contained in the Indentures governing the Subject Notes (the "Proposed
Amendments"). Adoption of the Proposed Amendments with respect to each series of Subject Notes requires the
requisite consent applicable to each series of Subject Notes as described in the Offer to Purchase.
The Tender Offers are conditioned upon the satisfaction or waiver of conditions set forth in the Offer to Purchase.
We reserve the right to amend, extend, withdraw or terminate any of the Tender Offers in our sole discretion, subject
to applicable law. We cannot assure you that the Tender Offers will be consummated in accordance with the terms
described in the Offer to Purchase and Consent Solicitation Statement, or at all, that a significant principal amount of
the Subject Notes will be tendered, or that the Proposed Amendments will be adopted.
One or more of the underwriters or their respective affiliates may own Subject Notes and be eligible to participate
in the Tender Offers. As a result, one or more of the underwriters or their respective affiliates may receive a portion of
the net proceeds from the Tender Offers.
This offering is not conditioned upon completion of any of the Tender Offers. Nothing contained in this
prospectus supplement should be construed as an offer to purchase any of the Subject Notes. The Tender Offers are
being made only to the recipients of the Offer to Purchase and Consent Solicitation Statement, upon the terms and
subject to the conditions set forth therein. The Tender Offers are conditioned on the consummation of this offering.
Preliminary Production Results and Impairment Assessment
Occidental's preliminary anticipated oil and gas production from continuing operations for the three months
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ended June 30, 2020 is expected to be towards the high-end of the previously disclosed guidance range of 1,340 to
1,400 thousand barrels of oil equivalent per day (Mboe/d). Management has estimated Occidental's production results
for the second quarter in good faith based on actual production and projected production results for the remainder of
the second quarter.
Occidental anticipates that it will recognize an impairment to its oil and gas proved and unproved properties in
the second quarter of 2020, and currently estimates that the range of the after-tax impairment of these assets is $6
billion to $9 billion. The impairment estimate is primarily attributable to the expected prolonged period of lower
commodity prices brought on by lower oil demand as a result of the impacts of the COVID-19 pandemic to the
worldwide economy. The impairment estimate has been prepared in good faith by Occidental's management based
upon future commodity prices, current estimates of oil and gas reserves and estimates of future expected operating and
capital expenditures which remain subject to further refinement.
The discussions above include estimates that are preliminary and subject to change. Such estimates have not been
audited or reviewed by KPMG LLP, our independent registered public accounting firm, nor has any independent
registered public accounting firm performed any procedures with respect to such data or information. Given the timing
of the preparation of these estimates, there can be no assurance that our actual production results and after-tax
impairment for the second quarter will be within the ranges set forth herein. Important factors that could cause actual
results to differ materially from our preliminary estimates are set forth under the headings "Risk Factors" and
"Forward-Looking Statements."
S-2
TABLE OF CONTENTS
Preferred Stock Dividend Declaration
On June 15, 2020, Occidental's Board of Directors declared a quarterly dividend on Occidental's Cumulative
Perpetual Preferred Stock, Series A, par value $1.00 per share to be paid in the form of shares of the Company's
common stock, par value $0.20 per share, on July 15, 2020 to holders of record of the Series A Preferred Stock as of
June 30, 2020.
Securities Act Litigation
On May 26, 2020, a putative securities class action captioned City of Sterling Heights General Employees'
Retirement System, et al. v. Occidental Petroleum Corporation, et al., No. 651994/2020 ("City of Sterling"), was filed
in the Supreme Court of the State of New York. The complaint asserts claims under Sections 11, 12 and 15 of the
Securities Act of 1933, as amended (the "Securities Act"), based on alleged misstatements in the Securities Act filings,
including the registration statement of which this prospectus supplement forms a part, made in connection with the
Anadarko Acquisition and Occidental's related issuance of common stock and debt securities offerings that took place
in 2019. The lawsuit was filed against Occidental, certain current and former officers and directors and certain
underwriters of the debt securities offerings, and seeks damages in an unspecified amount, plus attorneys' fees and
expenses. Since the filing of the City of Sterling complaint, two additional putative class actions have been filed in the
same court (together with City of Sterling, the "State Cases").
We and our officers and directors intend to defend ourselves vigorously in all respects in regard to the State
Cases, which the parties are seeking to consolidate. Under certain circumstances, we may be obligated to indemnify
some or all of the defendants in the State Cases, which include certain of the underwriters. Due to the uncertain nature
of litigation, we are currently unable to reasonably estimate our costs or any potential liability related to the State
Cases.
S-3
TABLE OF CONTENTS
The Offering
In this subsection, references to the "Company," "we," "us" or "our" refer to Occidental Petroleum
Corporation and not to any of its subsidiaries.
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Issuer
Occidental Petroleum Corporation.
Securities Offered
$500,000,000 aggregate principal amount of our 8.000%
Senior Notes due 2025.
$500,000,000 aggregate principal amount of our 8.500%
Senior Notes due 2027.
$1,000,000,000 aggregate principal amount of our
8.875% Senior Notes due 2030.
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 2025 notes will mature on July 15, 2025.
The 2027 notes will mature on July 15, 2027.
The 2030 notes will mature on July 15, 2030.
Interest
The 2025 notes will bear interest at a rate equal to
8.000% per annum.
The 2027 notes will bear interest at a rate equal to
8.500% per annum.
The 2030 notes will bear interest at a rate equal to
8.875% per annum.
Interest Payment Dates
Interest on the 2025 notes will accrue from July 13, 2020
and be paid semi-annually in arrears on July 15 and
January 15 of each year, commencing on January 15,
2021.
Interest on the 2027 notes will accrue from July 13, 2020
and be paid semi-annually in arrears on July 15 and
January 15 of each year, commencing on January 15,
2021.
Interest on the 2030 notes will accrue from July 13, 2020
and be paid semi-annually in arrears on July 15 and
January 15 of each year, commencing on January 15,
2021.
Use of Proceeds
We expect the net proceeds from this offering to be
approximately $1,981 million, after deducting the
underwriting discounts and our estimated offering
expenses.
We intend to use the net proceeds from this offering to
fund the concurrent Tender Offers and to pay fees and
expenses in connection therewith. In the event the Tender
Offers are not consummated, or the net proceeds from
this offering are otherwise in excess of the amount needed
to fund the Tender Offers, we intend to use any
remaining proceeds for the
S-4
TABLE OF CONTENTS
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refinancing, redemption or repayment of certain of our
outstanding indebtedness, including our indebtedness
with near-term maturities. See "Use of Proceeds."
Indenture
We will issue the notes under an indenture (the
"indenture"), dated as of August 8, 2019, between us and
The Bank of New York Mellon Trust Company, N.A., as
trustee (the "trustee").
Ranking
The notes will:
·
be our senior unsecured obligations;
·
rank equally in right of payment with all of our other
existing and future senior indebtedness that is not
specifically subordinated to the notes;
·
be effectively subordinated to any of our future
secured indebtedness to the extent of the value of the
assets securing that indebtedness; and
·
be structurally subordinated to all existing and
future indebtedness and other liabilities, including
trade payables, of our subsidiaries, including debt
obligations of our subsidiaries that remain
outstanding following the Anadarko Acquisition.
As of March 31, 2020, our consolidated subsidiaries had
total liabilities, including trade payables (but excluding
intercompany liabilities), of approximately $27.6 billion,
approximately $660 million of which consisted of the
principal amount of outstanding debt at the subsidiaries.
Optional Redemption
We may redeem each series of the notes prior to their
maturity at our option for cash, any time in whole or
from time to time in part, at the applicable redemption
price specified under "Description of the Notes--
Optional Redemption."
Form, Delivery and Clearance
Each series of notes will be represented by one or more
global notes registered in the name of The Depository
Trust Company, referred to as the Depositary, or its
nominee. Beneficial interests in the notes will be
evidenced by, and transfers thereof will be effected only
through, records maintained by participants in the
Depositary.
Trustee
The trustee for the notes will be The Bank of New York
Mellon Trust Company, N.A.
Tax Considerations
You should consult your tax advisor with respect to the
U.S. federal income tax consequences of owning the
notes in light of your own particular situation and with
respect to any tax consequences arising under the laws of
any state, local, foreign or other taxing jurisdiction. See
"Material U.S. Federal Income Tax Considerations."
S-5
TABLE OF CONTENTS
Governing Law
The notes and the indenture will be governed by, and
construed in accordance with, the laws of the State of
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New York.
Risk Factors
See "Risk Factors" beginning on page S-7 of this
prospectus supplement, "Risk Factors" on page 7 of the
accompanying prospectus and "Risk Factors" in our
Annual Report on Form 10-K for the year ended
December 31, 2019 and Quarterly Report on Form 10-Q
for the quarter ended March 31, 2020 for a discussion of
the risk factors you should carefully consider before you
make your investment.
S-6
TABLE OF CONTENTS
?RISK FACTORS
Investing in the notes involves risks. Before you invest in the notes, you should carefully consider the following
risk factors, in addition to the other information contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus. Specifically, please see "Risk Factors" included in our Annual Report on Form 10-
K for the year ended December 31, 2019 and in our Quarterly Report on Form 10-Q for the quarter ended March 31,
2020, as such risks may be updated or supplemented in this prospectus supplement, and the other information in those
and the other reports that we file with the SEC that are incorporated by reference in this prospectus supplement or the
accompanying prospectus for a discussion of risk factors that may affect the business.
Risks Related to Our Business and Operations
The COVID-19 pandemic has adversely affected our business, and the ultimate effect on our operations and
financial condition will depend on future developments, which are highly uncertain and cannot be predicted.
The COVID-19 pandemic has adversely affected the global economy, disrupted global supply chains and created
significant volatility in the financial markets. In addition, the pandemic has resulted in travel restrictions, business
closures and the institution of quarantining and other restrictions on movement in many communities. As a result, there
has been a significant reduction in demand for and prices of crude oil, natural gas and NGL. If the reduced demand for
and prices of crude oil, natural gas and NGL continue for a prolonged period, our operations, financial condition, cash
flows, level of expenditures and the quantity of estimated proved reserves that may be attributed to our properties may
be materially and adversely affected. Our operations also may be adversely affected if significant portions of our
workforce are unable to work effectively, including because of illness, quarantines, government actions, or other
restrictions in connection with the pandemic. We have implemented workplace restrictions in our offices and work
sites for health and safety reasons, including guidance for our non-essential employees to work remotely if able, and
continue to monitor national, state and local government directives where we have operations and/or offices. Further,
our business plan, including our financing and liquidity plan, includes, among other things, planned divestitures. If
general economic conditions or conditions in the energy industry persist at current levels for an extended period of
time, we may not be able to complete these transactions on favorable terms, in a timely manner or at all. The extent to
which the COVID-19 pandemic adversely affects our business, results of operations, and financial condition will
depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration
of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic. The
COVID-19 pandemic may also materially adversely affect our operating and financial results in a manner that is not
currently known to us or that we do not currently consider to present significant risks to our operations. To the extent
the COVID-19 pandemic adversely affects our business, operations, financial condition and operating results, it may
also have the effect of heightening many of the other risks described in this "Risk Factors" section (including those
described in our Annual Report on Form 10-K for the year ended December 31, 2019 and in our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2020, which are incorporated by reference in this prospectus supplement),
such as those relating to our high level of indebtedness, our need to generate sufficient cash flows to service our
indebtedness, and our ability to comply with the covenants contained in the agreements that govern our indebtedness.
Crude oil prices declined significantly in the first quarter of 2020 and have remained depressed. If oil prices further
decline or remain at current levels for a prolonged period, our operations and financial condition may be
materially and adversely affected.
In the first quarter of 2020 and into the second quarter of 2020, crude oil prices fell sharply and dramatically, due
in part to significantly decreased demand as a result of the COVID-19 pandemic and the announcement by Saudi
https://www.sec.gov/Archives/edgar/data/797468/000114036120015200/nt10013018x3_424b2.htm[7/1/2020 9:33:59 AM]


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