California Resources updates on senior note exchange offerings

California Resources Corp. (NYSE: CRC) has stated the early participation results of its private offers to exchange up to $2.8125 billion aggregate principal amount of its outstanding 5.0% senior notes due 2020, 5.5% senior notes due 2021, and 6.0% senior notes due 2024 held by eligible holders for newly issued 8.00% senior secured second lien notes due 2022.

As of 5 p.m. New York City time on Dec. 1 (the early participation time), approximately $3,653,296,000 in aggregate principal amount of the old notes, representing 73.07% of the outstanding principal amount of the old notes, had been validly tendered (and not validly withdrawn) pursuant to the exchange offers.

Because the aggregate principal amount of old notes validly tendered (and not validly withdrawn) at or before the early participation time exceeded the maximum exchange amount, CRC will accept old notes tendered prior to the early participation time on a pro rata basis and will not accept any old notes tendered after the early participation time. Based on participation to date, approximately 77% of old notes validly tendered in the exchange offers will be accepted for exchange.

Withdrawal rights expired on Nov. 25 at 5 p.m. New York City time. Accordingly, eligible holders who have previously tendered their old notes can no longer validly withdraw those notes from the exchange offers, except to the extent required by law.

For each $1,000 in principal amount of old notes validly tendered (and not validly withdrawn) at or prior to the early participation time and accepted for exchange by CRC, each eligible holder will receive “total exchange consideration” consisting of $800 in principal amount of the new secured notes, which includes an “early participation premium” of $50 in principal amount of new secured notes.

The exchange offers will expire at 11:59 p.m., New York City time, on Dec. 10, unless extended by CRC.

In addition to the total exchange consideration, CRC will pay in cash accrued and unpaid interest on old notes accepted in the exchange offers from the applicable last interest payment date to, but not including, the settlement date for the exchange offers, which CRC currently expects to be on or about Dec. 15 (the settlement date). Interest on the new secured notes will accrue from the settlement date.


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