California Resources Corporation
03/23/2026 | Press release | Distributed by Public on 03/23/2026 15:05
Material Agreement, Financial Obligation (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
On March 23, 2026, California Resources Corporation (the "Company") completed its previously announced upsized private offering of an additional $350 million aggregate principal amount of its 7.000% senior unsecured notes due 2034 (the "Notes"). The terms of the Notes are governed by the Indenture, dated as of October 8, 2025 (the "Original Indenture", as amended and supplemented by the First Supplemental Indenture, dated as of January 16, 2026 (the "First Supplemental Indenture" and together with the Original Indenture, the "Indenture")), by and among the Company, the guarantors party thereto (the "Guarantors") and Wilmington Trust, National Association, as trustee (the "Trustee"). The Notes will mature on January 15, 2034. Interest accrues from October 8, 2025 and will be payable semi-annually on January 15 and July 15 of each year, commencing July 15, 2026.
The Company intends to use the net proceeds from this offering, together with cash on hand and/or borrowings under its revolving credit facility, to fund the redemption of $350 million in aggregate principal amount of its 8.250% senior unsecured notes due 2029 (the "2029 Notes") at a redemption price of 100% thereof, plus the Applicable Premium (as defined in the indenture governing the 2029 Notes) as of, and accrued and unpaid interest to, but excluding, the date of redemption. The redemption of the 2029 Notes is expected to close on March 24, 2026.
The Notes were offered as additional notes under the Indenture, pursuant to which the Company previously issued $400 million aggregate principal amount of 7.000% senior notes due 2034 (the "Existing 2034 Notes"). The Notes have substantially identical terms, other than the issue date and issue price, as the Existing 2034 Notes, and the Notes and the Existing 2034 Notes are treated as a single series of securities under the Indenture and vote together as a single class. Except with respect to Notes offered pursuant to Regulation S under the Securities Act of 1933, as amended, the Notes have the same CUSIP and ISIN numbers as, and are fungible with, the Existing 2034 Notes immediately upon issuance.
The Notes are guaranteed on a senior unsecured basis by all of the Company's existing subsidiaries that guarantee its obligations under its revolving credit facility and its existing 8.250% senior notes due 2029, and the Notes will be guaranteed by certain of the Company's future subsidiaries. The Notes and the guarantees thereof are unsecured, rank equally in right of payment with all senior unsecured debt of the Company and the Guarantors and rank senior to all of the existing and future subordinated debt of the Company and the Guarantors.
The Company may, at its option, redeem some or all of the Notes at any time on or after January 15, 2029 at the redemption prices specified in the Indenture. Prior to such time, the Company may, at its option, redeem up to 40% of the aggregate principal amount of the Notes with an amount of cash not greater than the net cash proceeds from certain equity offerings at the redemption price specified in the Indenture. In addition, before January 15, 2029, the Company may redeem some or all of the Notes at a redemption price equal to 100% of the aggregate principal amount of the Notes redeemed, plus the applicable premium as specified in the Indenture and accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Company experiences certain kinds of change of control trigger events, the Company will be required to offer to repurchase the Notes at 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase. The Indenture contains other customary terms, events of default and covenants.
The above description of the Indenture is not complete and is qualified in its entirety by reference to the full text of the Original Indenture and the First Supplemental Indenture, which are included in Exhibit 4.1 and 4.2 hereto and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information provided under Item 1.01 in this Current Report on Form 8-K regarding the Notes, the Indenture and the related guarantees is incorporated by reference into this Item 2.03.
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