Obligation Californian Resources 5% ( US13057QAB32 ) en USD

Californian Resources

100 % ⇌

Etas-Unis

US13057QAB32 ( en USD )

5% par an ( paiement semestriel )

15/01/2020 - Obligation échue

Prospectus brochure de l'obligation California Resources US13057QAB32 en USD 5%, échue

2 000 USD

999 999 000 USD

13057QAB3

N/A

California Resources Corporation est une société d'énergie indépendante américaine axée sur l'exploration, le développement et la production de pétrole et de gaz naturel dans le bassin de San Joaquin en Californie.

L'Obligation émise par Californian Resources ( Etas-Unis ) , en USD, avec le code ISIN US13057QAB32, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2020

Prospectus 424b3033115
424B3 1 prospectus424b3033115.htm 424B3
Filed pursuant to Rule 424(b)(3)
Registration No. 333-202704
PROSPECTUS
California Resources Corporation

Offer to Exchange up to
$1,000,000,000 Principal Amount Outstanding of 5% Senior Notes due 2020,
$1,750,000,000 Principal Amount Outstanding of 5 1/2% Senior Notes due 2021, and
$2,250,000,000 Principal Amount Outstanding of 6% Senior Notes due 2024
That Have Not Been Registered Under
The Securities Act of 1933
For
$1,000,000,000 Principal Amount Outstanding of 5% Senior Notes due 2020,
$1,750,000,000 Principal Amount Outstanding of 5 1/2% Senior Notes due 2021, and
$2,250,000,000 Principal Amount Outstanding of 6% Senior Notes due 2024
That Have Been Registered Under
The Securities Act of 1933
This Exchange Offer will expire at 5:00 p.m.,
New York City time, on April 28, 2015, unless extended.

California Resources Corporation is offering to exchange registered 5% Senior Notes due 2020 (the "2020 exchange notes"), 5 1/2% Senior
Notes due 2021 (the "2021 exchange notes") and 6% Senior Notes due 2024 (the "2024 exchange notes") or collectively, the "exchange notes," for
any and all of the relevant series of its unregistered 5% Senior Notes due 2020 (the "2020 original notes"), 5 1/2% Senior Notes due 2021 (the
"2021 original notes") and 6% Senior Notes due 2024 (the "2024 original notes"), or collectively, the "original notes," that were issued pursuant to
a private placement on October 1, 2014. We refer to the original notes and the exchange notes together in this prospectus as the "Notes" or "notes."
We refer to the offer to exchange the 2020 exchange notes for the 2020 original notes, the offer to exchange the 2021 exchange notes for the 2021
original notes, and the offer to exchange the 2024 exchange notes for the 2024 original notes collectively as the "exchange offer." The terms of the
exchange notes are substantially identical to the relevant series of original notes except the exchange notes are registered under the Securities Act
of 1933, as amended (the "Securities Act"), and the transfer restrictions and registration rights, and related special interest provisions, applicable to
the original notes will not apply to the exchange notes. The exchange notes will represent the same debt as the relevant series of original notes, and
we will issue the exchange notes under the same indenture used in issuing the original notes.
Terms of the exchange offer:
·
The exchange offer expires at 5:00 p.m., New York City time, on April 28, 2015, unless we extend it.
·
The exchange offer is subject to customary conditions, which we may waive.
i
·
We will exchange all outstanding original notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer
for an equal principal amount of the relevant series of exchange notes. All interest due and payable on the original notes will become due
and payable on the same terms under the relevant series of exchange notes.
·
You may withdraw your tender of original notes at any time prior to the expiration of the exchange offer.
·
If you fail to tender your original notes, you will continue to hold unregistered, restricted securities, and your ability to transfer them
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could be adversely affected.
·
We believe that the exchange of original notes for exchange notes will not be a taxable event for U.S. federal income tax purposes, but
you should see the discussion under the caption "Certain United States Federal Income Tax Considerations" for more information.
·
We will not receive any proceeds from the exchange offer.

See "Risk Factors" beginning on page 9 for a discussion of risks you should consider in connection with the exchange offer and the
exchange notes.
Each broker-dealer that receives exchange notes pursuant to the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, such broker-
dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection with resales of the exchange notes received in exchange for
original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities.
Until the earlier of (i) September 27, 2015 and (ii) the date on which broker-dealers are no longer required to deliver a prospectus in connection
with the market-making or other trading activities, all dealers that effect transactions in the exchange notes, whether or not participating in this
exchange offer, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as
underwriters with respect to their unsold allotments or subscriptions. We have agreed that, at any time before September 27, 2015 (or earlier as
provided in the foregoing sentence), we will make this prospectus available to any broker-dealer for use in connection with any such resale. See
"The Exchange Offer--Purpose and Effects of the Exchange Offer" and "Plan of Distribution."

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
You should read this entire document and the accompanying letter of transmittal and related documents and any amendments or
supplements carefully before making your decision to participate in the exchange offer.

The date of this prospectus is March 31, 2015.
ii
TABLE OF CONTENTS
Cautionary Note Regarding Forward-Looking Statements
iv
Notice To New Hampshire Residents Only
v
Industry and Market Data
v
About This Prospectus
v
Prospectus Summary
1
Risk Factors
9
The Exchange Offer
22
Use of Proceeds
31
Capitalization
31
Selected Financial Data
32
Management's Discussion and Analysis of Financial Condition and Results of Operations
33
Business
52
Management
80
Executive Compensation
87
Executive Compensation Tables
99
Certain Relationships and Related Party Transactions
111
California Resources Corporation and Subsidiaries Computation of Total Enterprise Ratio of Earnings to Fixed Charges
118
Description of Exchange Notes
119
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Book-Entry; Delivery and Form
139
Certain United States Federal Income Tax Considerations
142
Plan of Distribution
143
Legal Matters
144
Independent Registered Public Accounting Firm
144
Independent Petroleum Engineers
144
Where You Can Find More Information
144
Index to Financial Statements and Supplementary Information
F - 1
iii
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS AND IN THE ACCOMPANYING
LETTER OF TRANSMITTAL. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY OTHER OR DIFFERENT
INFORMATION. IF YOU RECEIVE ANY UNAUTHORIZED INFORMATION, YOU MUST NOT RELY ON IT. THIS PROSPECTUS
MAY ONLY BE USED WHERE IT IS LEGAL TO EXCHANGE THE ORIGINAL NOTES FOR THE EXCHANGE NOTES, AND
THIS PROSPECTUS IS NOT AN OFFER TO EXCHANGE OR A SOLICITATION TO EXCHANGE THE ORIGINAL NOTES FOR
THE EXCHANGE NOTES IN ANY JURISDICTION WHERE AN OFFER OR EXCHANGE WOULD BE UNLAWFUL. YOU
SHOULD ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE
OF THIS PROSPECTUS.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information in this prospectus includes "forward-looking statements." The factors identified in this cautionary statement are important
factors (but not necessarily all of the important factors) that could cause actual results to differ materially from those expressed in any forward-
looking statement made by us, or on our behalf. You can typically identify "forward-looking statements" by the use of forward-looking words such
as "aim," "anticipate," "believe," "budget," "continue," "could," "effort," "estimate," "expect," "forecast," "goal," "guidance," "intend," "likely,"
"may," "might," "objective," "outlook," "plan," "potential," "predict," "project," "seek," "should," "target," "will" or "would" and other similar
words. Such statements may include statements regarding our future financial position, budgets, capital investments, projected production growth,
projected costs, plans and objectives of management for future operations and possible future strategic transactions. For any such forward-looking
statement that includes a statement of the assumptions or bases underlying such forward-looking statement, we caution that, while we believe such
assumptions or bases to be reasonable and make them in good faith, assumed facts or bases almost always vary from actual results. The
differences between assumed facts or bases and actual results can be material, depending upon the circumstances. When considering forward-
looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading "Risk Factors" included
in this prospectus.
Any forward-looking statement in which we, or our management, express an expectation or belief as to future results, is made in good faith
and believed to have a reasonable basis. However, there can be no assurance that the statement of expectation or belief will result or be achieved or
accomplished. Taking this into account, the following are identified as important factors that could cause actual results to differ materially from
those expressed in any forward-looking statement made by, or on behalf of, our company:
·
commodity pricing;
·
vulnerability to economic downturns and adverse developments in our business due to our debt;
·
insufficiency of our operating cash flow to fund planned capital investments;
·
inability to implement our capital investment program profitably or at all;
·
compliance with regulations or changes in regulations and the ability to obtain government permits and approvals;
·
uncertainties associated with drilling for and producing oil and natural gas;
·
tax law changes;
·
competition for oilfield equipment, services, qualified personnel and acquisitions;
·
the subjective nature of estimates of proved reserves and related future net cash flows;
·
concentration of operations in a single geographic area;
·
restrictions on our ability to obtain, use, manage or dispose of water;
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·
inability to drill identified locations when planned or at all;
·
concerns about climate change and other air quality issues;
·
risks related to our acquisition activities;
iv
·
catastrophic events for which we may be uninsured or underinsured;
·
cyber attacks;
·
operational issues that restrict market access; and
·
uncertainties related to the Spin-off, the agreements related thereto and the anticipated effects of restructuring or reorganizing our
business.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Unless legally
required, we undertake no responsibility to publicly release the result of any revision of our forward-looking statements after the date they are
made.
Should one or more of the risks or uncertainties described in this prospectus occur, or should underlying assumptions prove incorrect, our
actual results and plans could differ materially from those expressed in any forward-looking statements.
All forward-looking statements, expressed or implied, included in this prospectus are expressly qualified in their entirety by this cautionary
statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that
we or persons acting on our behalf may issue.
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER
CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ("RSA") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT
THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA
421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXCEPTION OR
EXEMPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THE SECRETARY OF STATE HAS PASSED IN ANY
WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY
OR TRANSACTION. IT IS UNLAWFUL TO MAKE OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR
CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
INDUSTRY AND MARKET DATA
The market data and certain other statistical information used throughout this prospectus includes industry data and forecasts that are based on
independent industry publications, government publications or other published independent sources. Some data is also based on our good faith
estimates. Although we believe these third-party sources are reliable as of their respective dates, we have not independently verified the accuracy or
completeness of this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors,
including those described in the section of this prospectus entitled "Risk Factors." These and other factors could cause results to differ materially
from those expressed in these publications.
ABOUT THIS PROSPECTUS
We have filed a registration statement on Form S-4 with respect to the exchange notes with the SEC. This prospectus, which forms part of
such registration statement, does not contain all the information included in the registration statement, including its exhibits and schedules. For
further information about us and the notes described in this prospectus, you should refer to the registration statement and its exhibits and schedules.
Statements we make in this prospectus about certain contracts or other documents are not necessarily complete.
When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration
statement, because those statements are qualified in all respects by reference to those exhibits. The registration statement, including the exhibits
and schedules, is available at the SEC's website at www.sec.gov.
v
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We have not authorized anyone to give any information or to make any representations concerning the exchange offer except that which is in
this prospectus. If anyone gives or makes any other information or representation, you should not rely on it. This prospectus is not an offer to sell
or a solicitation of an offer to buy securities in any circumstances in which the offer or solicitation is unlawful. You should not interpret the
delivery of this prospectus, or any sale of securities, as an indication that there has been no change in our affairs since the date of this prospectus.
You should also be aware that information in this prospectus may change after its date.
We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are
available over the Internet at the SEC's website at www.sec.gov. You may also read and copy any document that we file at the SEC's public
reference room at 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on the public
reference room and its copy charges.
You may also obtain documents referenced in this prospectus without charge by writing or telephoning us at the following address and
telephone number:
California Resources Corporation
Attention: Investor Relations
10889 Wilshire Blvd.
Los Angeles, California 90024
Phone: (888) 848-4754
You will not be charged for any of these documents that you request. In order to ensure timely delivery of the documents, any request should
be made at least five days prior to the Expiration Date (as defined herein).
vi
PROSPECTUS SUMMARY
This summary highlights selected information about us and the exchange offer contained elsewhere in this prospectus. This
summary is not complete and does not contain all of the information that may be important to you or that you should consider
before participating in the exchange offer or making an investment in the exchange notes. To understand the exchange offer
fully and for a more complete description of the legal terms of the exchange notes, you should carefully read this entire
prospectus, particularly the risks of investing in the exchange notes discussed under "Risk Factors," "Cautionary Note
Regarding Forward-Looking Statements," "Management's Discussion and Analysis of Financial Condition and Results of
Operations," our audited and unaudited historical consolidated and combined financial statements and the notes thereto
included elsewhere in this prospectus and the accompanying letter of transmittal.
Except when the context otherwise requires or where otherwise indicated, (1) all references to "CRC," the "Company,"
"we," "us" and "our" refer to California Resources Corporation and its subsidiaries and (2) all references to "Occidental"
refer to Occidental Petroleum Corporation, our former parent, and its subsidiaries. Except as otherwise indicated or unless the
context otherwise requires, references in this prospectus to drilling locations are to "gross" drilling locations and exclude our
prospective resource drilling locations.
Our Company
We are an independent oil and natural gas exploration and production company operating properties exclusively within the
State of California. Our business is focused on conventional and unconventional assets, exclusively in California, which can
generate positive cash flow throughout the oil and natural gas price cycle and have the capacity to provide significant production
and cash flow growth in a higher price environment. We are the largest oil and gas producer in California on a gross operated
basis and we believe we have established the largest privately-held mineral acreage position in the state, consisting of
approximately 2.4 million net acres spanning the state's four major oil and natural gas basins. We produced on average
approximately 159 MBoe/d net for the year ended December 31, 2014. As of December 31, 2014, we had proved reserves of
768 MMBoe, with approximately 72% proved developed. Oil represented 72% of our proved reserves. Our aggregate PV-10
value was $16.1 billion. For an explanation of the non-GAAP financial measure PV-10 and a reconciliation of PV-10 to
Standardized Measure, the most directly comparable GAAP financial measure, see "Our Reserves and Production Information"
section below. Our current drilling inventory comprises a diversified portfolio of oil and natural gas locations, which allows us
to target drilling projects that are economically viable even in a low commodity price environment.
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On November 30, 2014, our company was separated from Occidental in a series of transactions (the consummation of such
transactions, the "Spin-off"). Prior to the Spin-off, we were an indirect, wholly-owned subsidiary of Occidental. In connection
with the Spin-off, Occidental transferred its California oil and gas exploration and production operations and related assets,
liabilities and obligations to us. On November 30, 2014, Occidental distributed shares of our common stock pro rata to
Occidental stockholders and we became an independent, publicly traded company. Occidental retained approximately 18.5% of
our outstanding shares of common stock, which it has stated it intends to divest within 18 months after November 30, 2014.
Our principal executive offices are located at 10889 Wilshire Boulevard, Los Angeles, California 90024. Our telephone
number is (888) 848-4754. Our website is located at www.crc.com. Information on our website or any other website is not
incorporated by reference herein and does not constitute a part of this prospectus.
1
Summary of the Exchange Offer
On October 1, 2014, we completed an unregistered offering of the original notes. As part of that offering, we entered into a
registration rights agreement with the initial purchasers of the original notes, which we refer to as the registration rights
agreement, in which we agreed, among other things, to offer to exchange the original notes for the exchange notes. The
following is a summary of the principal terms of the exchange offer. A more detailed description is contained in the section of
this prospectus titled "The Exchange Offer."
Original5% senior notes due 2020 ("2020 original notes"), 5½% senior notes due 2021 ("2021 original notes"), and 6% senior
Notes
notes due 2024 ("2024 original notes"), which were issued by
California Resources Corporation in a private placement on October
1, 2014.
Exchange Notes
5% senior notes due 2020 ("2020 exchange notes"), 5½% senior notes due
2021 ("2021 exchange notes"), and 6% senior notes due 2024 ("2024
exchange notes"), issued by California Resources Corporation. The terms of
the exchange notes are substantially identical to the related original notes
except the exchange notes are registered under the Securities Act of 1933, as
amended (the "Securities Act"), and the transfer restrictions and registration
rights, and related special interest provisions, applicable to the original notes
will not apply to the exchange notes. The exchange notes will represent the
same debt as the related original notes, and we will issue the exchange notes
under the same indenture used in issuing the original notes.
Exchange Offer
We are offering to exchange up to $5.0 billion in aggregate principal amount
of our exchange notes that have been registered under the Securities Act for
an equal aggregate principal amount of our original notes. You may exchange
your 2020 original notes for 2020 exchange notes, your 2021 original notes
for 2021 exchange notes and your 2024 original notes for 2024 exchange
notes.
Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on April
28, 2015, which we refer to as the "Expiration Date," unless we decide to
extend it or terminate it early. We do not currently intend to extend the
exchange offer. We will issue the exchange notes on the Expiration Date or
promptly after that date. A tender of original notes pursuant to this exchange
offer may be withdrawn at any time on or prior to the Expiration Date if we
receive a valid written withdrawal request before the expiration of the
exchange offer.
Conditions to the Exchange Offer
The exchange offer is subject to customary conditions which include, among
other things, the absence of any applicable law or any applicable
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interpretation of the staff of the Securities and Exchange Commission
("SEC") which, in our reasonable judgment, would materially impair our
ability to proceed with the exchange offer. The exchange offer is not
conditioned upon any minimum principal amount of original notes being
submitted for exchange. Please see "The Exchange Offer--Conditions to the
Exchange Offer" for more information regarding the conditions to the
exchange offer.
2
Procedures for Tendering Original Notes
All of the original notes are held in book-entry form through the facilities of
the Depository Trust Company ("DTC"). To participate in the exchange offer,
you must follow the Automated Tender Offer Program ("ATOP") procedures
established by DTC for tendering original notes held in book-entry form. The
ATOP procedures required that the exchange agent receive, prior to the
expiration date of the exchange offer, a computer-generated message known
as an "agent's message" that is transmitted through ATOP and that DTC
confirm that:
·
DTC has received instructions to exchange your original notes; and
·
you agree to be bound by the terms of the letter of transmittal.
By using the ATOP procedures and thus binding yourself to the terms of the
letter of transmittal, you will represent to us that, among other things:
·
you are acquiring exchange notes in the ordinary course of your business;
·
you have no arrangement or understanding with any person or entity to
participate in a distribution of the exchange notes;
·
you are not our "affiliate" as defined in Rule 405 of the Securities Act;
·
if you are not a broker-dealer, that you are not engaged in, and do not
intend to engage in, the distribution of the exchange notes; and
·
if you are a broker-dealer that will receive exchange notes for your own
account in exchange for original notes that were acquired by you as a
result of market-making or other trading activities, that you will deliver a
prospectus in connection with any resale of such exchange notes.
If you are a broker-dealer, you may not participate in the exchange offer as to
any original notes you purchased directly from us.
Special Procedures for Beneficial Owners
Beneficial owners of original notes should contact their broker, dealer,
commercial bank, trust company or other nominee for assistance in tendering
their original notes in the exchange offer. If you wish to tender on your own
behalf, you must, before instructing such nominee to tender and deliver
original notes on your behalf, either arrange to have your original notes
registered in your name or obtain a properly completed bond power from the
registered holder. The transfer of registered ownership may take a long time.
Guaranteed Delivery Procedures
None.
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3
Acceptance of Original Notes and
If you comply with the procedures of the exchange offer we will
Delivery of Exchange Notes
accept for exchange any and all original notes that are properly tendered in
the exchange offer and not validly withdrawn prior to the Expiration Date.
The exchange notes will be delivered promptly after the Expiration Date.
Withdrawal; Non-Acceptance
You may withdraw any original notes tendered in the exchange offer by
sending a notice of withdrawal to the exchange agent using the ATOP
procedures at any time prior to the Expiration Date. Any withdrawn original
notes will be credited to the tendering holders' account at DTC. For further
information regarding the withdrawal of tendered original notes, please see
"The Exchange Offer--Withdrawal of Tenders." If any tendered original
notes are not accepted for exchange because they do not comply with the
procedures set forth in this prospectus and the accompanying letter of
transmittal, or because of our withdrawal of the exchange offer, the
occurrence of certain other events set forth herein or otherwise, such
unaccepted original notes will be returned, without expense, to the tendering
holder promptly after the Expiration Date or our withdrawal of the exchange
offer. For further information regarding conditions to the exchange offer,
please see "The Exchange Offer--Conditions to the Exchange Offer."
Accounting Treatment
We will not recognize a gain or loss for accounting purposes as a result of the
exchange offer.
Certain United States Federal Income
The exchange of original notes for exchange notes in the exchange
Tax Considerations
offer will not be a taxable event for U.S. federal income tax purposes. Please
see "Certain United States Federal Income Tax Considerations" for more
information regarding the tax consequences to you of the exchange offer.
Use of Proceeds
The issuance of the exchange notes will not provide us with any proceeds.
We are making this exchange offer solely to satisfy our obligations under the
registration rights agreement we entered into with the initial purchasers of the
original notes.
Fees and Expenses
We will pay all expenses incident to the exchange offer. Please see "The
Exchange Offer--Fees and Expenses" for more information regarding
payment of fees and expenses related to the exchange offer.
Exchange Agent; Paying Agent and Registrar
Wells Fargo Bank, National Association is serving as the exchange agent in
connection with the exchange offer and will initially act as paying agent and
registrar for the exchange notes. Wells Fargo Bank, National Association also
serves as trustee under the indenture governing the notes. You can find the
address and telephone number of the exchange agent elsewhere in this
prospectus under the caption "The Exchange Offer--Exchange Agent."
Not Exchanging Your Original Notes
If you do not exchange your original notes in this exchange offer, you will
continue to hold unregistered original notes and you will
4
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no longer be entitled to registration rights or the special interest provisions
related thereto. See "The Exchange Offer--Consequences of Failure to
Exchange." In addition, while your original notes will continue to accrue
interest until maturity in accordance with the terms of the original notes, you
will not be able to resell, offer to resell or otherwise transfer your original
notes unless you do so in a transaction exempt from the registration
requirements of the Securities Act and applicable state securities laws or
unless we register the offer and resale of your original notes under the
Securities Act. Following the exchange offer, we will be under no obligation
to, and we do not intend to, register your original notes. As a result of such
restrictions, and the availability of registered exchange notes, your original
notes are likely to be a much less liquid security than before.
Additional Documentation; Further
Any questions of requests for assistance or additional
Information; Assistance
documentation regarding the exchange offer may be directed to the exchange
agent.
5
The Exchange Notes
The terms of the exchange notes and those of the outstanding original notes are substantially identical, except that the
exchange notes are registered under the Securities Act, and the transfer restrictions and registration rights, and related special
interest provisions, applicable to the original notes will not apply to the exchange notes. The exchange notes represent the same
debt as the original notes for which they are being exchanged. Both the original notes and the exchange notes are governed by
the same indenture. The brief summary below describes the principal terms of the exchange notes. Some of the terms and
conditions described below are subject to important limitations and exceptions. The "Description of Exchange Notes" section of
this prospectus contains a more detailed description of the terms and conditions of the exchange notes.
Issuer
California Resources Corporation.
Exchange Notes Offered
We are offering $5.0 billion aggregate principal amount of notes registered
under the Securities Act of the following series:
·
$1,000,000,000 aggregate principal amount of 5% senior notes due 2020;
·
$1,750,000,000 aggregate principal amount of 5 1/2% senior notes due
2021; and
·
$2,250,000,000 aggregate principal amount of 6% senior notes due 2024.
Maturity Date
The 2020 exchange notes will mature on January 15, 2020, the 2021
exchange notes will mature on September 15, 2021 and the 2024 exchange
notes will mature on November 15, 2024.
Interest
The 2020 exchange notes will bear interest at a rate of 5% per annum, the
2021 exchange notes will bear interest at a rate of 5 1/2% per annum and the
2024 exchange notes will bear interest at a rate of 6% per annum.
Interest Payment Dates
Interest on the 2020 exchange notes will be paid semi-annually in arrears on
January 15 and July 15 of each year, beginning on July 15, 2015. Interest on
http://www.sec.gov/Archives/edgar/data/1609253/000160925315000053/prospectus424b3033115.htm[5/5/2015 8:30:17 AM]

Prospectus 424b3033115
the 2021 exchange notes will be paid semi-annually in arrears on March 15
and September 15 of each year, beginning on March 15, 2015. Interest on the
2024 exchange notes will be paid semi-annually in arrears on May 15 and
November 15 of each year, beginning on May 15, 2015.
Guarantees
The exchange notes will initially be fully and unconditionally guaranteed on a
senior unsecured basis by all of our material subsidiaries. Please see
"Description of Exchange Notes--Certain Covenants-- Guarantees" and
"Description of Exchange Notes--Guarantees."
Ranking
The exchange notes will be our general senior unsecured obligations and will
rank:
·
pari passu in right of payment with any of our senior unsecured
indebtedness, including indebtedness incurred under our Revolving
Credit Facility and our Term Loan
6
Facility (each as defined in "Management's Discussion and Analysis of
Financial Condition and Results of Operations-Liquidity and Capital
Resources-Credit Facilities");
·
effectively junior to any of our future secured indebtedness and other
obligations to the extent of the value of the collateral securing such
indebtedness and obligations;
·
structurally subordinated to any indebtedness and other liabilities (other
than indebtedness and liabilities owed to us) of our subsidiaries that do
not guarantee the exchange notes; and
·
senior in right of payment to any of our future subordinated indebtedness.
As of December 31, 2014, we and our subsidiaries had approximately $6.36
billion of consolidated indebtedness, comprised of $5.0 billion of original
notes, $1.0 billion of borrowings outstanding under our Term Loan Facility
and $360 million of borrowings outstanding under our Revolving Credit
Facility. We currently have the ability to incur total net borrowings of up to
$1.25 billion under our Revolving Credit Facility. In addition, as of December
31, 2014 we had letters of credit in an aggregate amount of $25 million that
were issued to support ordinary course marketing, regulatory and other
matters under uncommitted letter of credit lines.
Non-guarantor subsidiaries represented less than 1% of our total assets and
had no indebtedness as of December 31, 2014, and represented less than 1%
of revenues for the twelve months ended December 31, 2014.
Optional Redemption
We may redeem the exchange notes of each series, in whole or in part, at any
time and from time to time, at our option at the applicable redemption prices
set forth under "Description of Exchange Notes--Optional Redemption."
Offer to Repurchase Following
If we experience a change of control (as defined in the indenture
Change of Control
governing the exchange notes) accompanied by a ratings decline with respect
to a series of exchange notes, we must offer to repurchase the exchange notes
of such series at 101% of their principal amount, plus accrued and unpaid
interest. See "Description of Exchange Notes--Change of Control."
http://www.sec.gov/Archives/edgar/data/1609253/000160925315000053/prospectus424b3033115.htm[5/5/2015 8:30:17 AM]

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