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Occidental Announces Results of Early Tenders in its Offers to Exchange Twenty-Three Series of Notes Issued by Anadarko Petroleum Corporation, Anadarko Holding Company, Anadarko Finance Company and Kerr-McGee Corporation for Occidental Notes

Thursday, August 29, 2019 7:30AM EST


HOUSTON – August 29, 2019 – Occidental Petroleum Corporation ("Occidental") (NYSE: OXY) today announced that it has obtained the requisite consents applicable to each of the following series of notes to adopt certain proposed amendments (the "Proposed Amendments") to the terms of the corresponding indentures governing such notes: (i) the 4.850% Senior Notes due 2021 issued by Anadarko Petroleum Corporation ("Anadarko"), (ii) the 3.450% Senior Notes due 2024 issued by Anadarko, (iii) the 6.950% Senior Notes due 2024 issued by Kerr-McGee Corporation ("Kerr-McGee"), (iv) the 5.550% Senior Notes due 2026 issued by Anadarko, (v) the 7.500% Debentures due 2026 issued by Anadarko Holding Company, as successor in interest to Union Pacific Resources Group Inc. ("Anadarko HoldCo"), (vi) the 7.000% Debentures due 2027 issued by Anadarko, (vii) the 7.125% Debentures due 2027 issued by Kerr-McGee, (viii) the 7.150% Debentures due 2028 issued by Anadarko HoldCo, (ix) the 6.625% Debentures due 2028 issued by Anadarko, (x) the 7.200% Debentures due 2029 issued by Anadarko, (xi) the 7.950% Debentures due 2029 issued by Anadarko HoldCo, (xii) the 7.500% Senior Notes due 2031 issued by Anadarko Finance Company ("Anadarko Finance"), (xiii) the 7.875% Senior Notes due 2031 issued by Kerr-McGee, (xiv) the 6.450% Senior Notes due 2036 issued by Anadarko, (xv) the Zero Coupon Senior Notes due 2036 issued by Anadarko, (xvi) the 7.950% Senior Notes due 2039 issued by Anadarko, (xvii) the 6.200% Senior Notes due 2040 issued by Anadarko, (xviii) the 4.500% Senior Notes due 2044 issued by Anadarko, (xix) the 6.600% Senior Notes due 2046 issued by Anadarko, (xx) the 7.730% Debentures due 2096 issued by Anadarko and (xxi) the 7.500% Debentures due 2096 issued by Anadarko HoldCo. As of 5:00 p.m., New York City time, on August 28, 2019 (the "Early Participation Date"), Occidental had not yet received the requisite consents to adopt the Proposed Amendments with respect to the 7.250% Debentures due 2025 issued by Anadarko and the 7.250% Debentures due 2096 issued by Anadarko (together, the "Extended Consent Revocation Deadline Old Notes").

The results are based on early tenders in (i) the offers to exchange any and all validly tendered (and not validly withdrawn) and accepted notes of the 23 series of notes described in the table below (collectively, the "Old Notes") for the new notes of a corresponding series to be issued by Occidental as described in the table below (collectively, the "Oxy Notes") and cash and (ii) the related solicitation of consents (together with the offers to exchange, the "Exchange Offers") being made by Occidental on behalf of Anadarko, Anadarko HoldCo, Anadarko Finance and Kerr-McGee to adopt the Proposed Amendments to such indentures governing the Old Notes (the "Old Notes Indentures").

Occidental today also announced that it is extending the deadline to receive the Early Participation Premium (as defined in the Prospectus (as defined below)) from 5:00 p.m., New York City time, on August 28, 2019 to 12:01 a.m., New York City time, on September 13, 2019, which is the same time as the Expiration Date (as defined below) for the Exchange Offers, unless further extended. Additionally, Occidental today announced that it has waived the condition to the Exchange Offers that it receives (i) the requisite consents to adopt the Proposed Amendments for all series of Old Notes at or by the Expiration Date and (ii) the valid tender (without valid withdrawal) of a majority in aggregate principal amount of the Old Notes of all series at or by the Expiration Date.

Solely with respect to the Extended Consent Revocation Deadline Old Notes, Occidental today also announced that it is extending the deadline to revoke consents to the Proposed Amendments to the applicable Old Notes Indentures (the "Consent Revocation Deadline") from 5:00 p.m., New York City time, on August 28, 2019 to 12:01 a.m., New York City time, on September 13, 2019, which is the same time as the Expiration Date, unless further extended. The Consent Revocation Deadline for all other series of Old Notes has not been extended and occurred on 5:00 p.m., New York City time, on August 28, 2019. As a result, a valid withdrawal of Old Notes (other than the Extended Consent Revocation Deadline Old Notes) after the Consent Revocation Deadline will not be deemed a revocation of the related consents, and such consents will continue to be deemed delivered.

Except as described in this press release, no changes have been made to the terms and conditions of the Exchange Offers, which are set forth in a Registration Statement on Form S-4, which was filed with the Securities and Exchange Commission ("SEC") on August 1, 2019, as amended by Amendment No. 1 thereto filed with the SEC on August 13, 2019 (the "Registration Statement"), and was declared effective on August 15, 2019.

With respect to all Old Notes other than the Extended Consent Revocation Deadline Old Notes, Anadarko, Anadarko HoldCo, Anadarko Finance and Kerr-McGee will promptly execute supplemental indentures to the applicable Old Notes Indentures that contain the Proposed Amendments, which supplemental indentures shall become operative only upon the completion and settlement of the Exchange Offers, with the result that the Proposed Amendments effected by such supplemental indentures shall not become effective if the Exchange Offers are terminated or withdrawn prior to completion or settlement. The Exchange Offers commenced on August 15, 2019 and expire at 12:01 a.m., New York City time, on September 13, 2019, unless extended or terminated (the "Expiration Date"). The settlement is anticipated to occur promptly after the Expiration Date. The consummation of the Exchange Offers is subject to, and conditional upon, the satisfaction or, where permitted, the waiver of the conditions set forth in Occidental’s prospectus, dated as of August 15, 2019 (the "Prospectus"), as amended by this press release.

As of the Early Participation Date, the principal amounts of Old Notes set forth in the table below had been validly tendered and not validly withdrawn (and consents thereby validly delivered and not validly revoked):

View the full release and cautionary statement regarding forward-looking statements here.