お知らせ • Aug 02
Occidental Petroleum Corporation (NYSE:OXY) completed the acquisition of CrownRock, L.P. from CrownRock Holdings, L.P. and CrownRock GP, LLC for $12.3 billion.
Occidental Petroleum Corporation (NYSE:OXY) entered into a Partnership Interest Purchase Agreement to acquire CrownRock, L.P. from CrownRock Holdings, L.P. and CrownRock GP, LLC for $12 billion on December 10, 2023. As part of consideration, Occidental Petroleum acquire CrownRock L.P for cash and stock in a transaction valued at approximately $12.0 billion, including the assumption of CrownRock’s debt. The transaction’s total consideration is approximately $12.0 billion. Occidental expects to finance the Cash Purchase Price with the proceeds of long-term debt financing, which Occidental expects to include the issuance of debt securities through a public offering or in a private placement, in addition to borrowings under a new term loan facility. Occidental entered into a debt commitment letter, dated December 10, 2023, with BofA Securities, Inc. and Bank of America, N.A. (collectively, “BofA”), pursuant to which, subject to the terms and conditions set forth therein, BofA (on behalf of itself and certain affiliates) committed to provide a 364-day senior unsecured bridge loan facility in an aggregate principal amount of up to $10.0 billion which includes a fully-committed $5.3 billion bridge loan facility, a $2 billion 364-day term loan, and a $2.7 billion two-year term loan. Occidental plans to issue new debt comprised of a combination of the one and two-year term loans and senior unsecured notes. In addition, Occidental plans to refinance a majority of the $1.2 billion of CrownRock’s existing debt assumed in the acquisition. Occidental intends to repay at least $4.5 billion of debt within 12 months of closing the CrownRock Acquisition with proceeds from the divestiture program and excess cash flows.
The transaction is subject to customary closing conditions and the receipt of regulatory approvals, the expiration or termination of the waiting period under the HSR Act applicable to the Acquisition, Common Stock issuable as the Stock Purchase Price having been authorized for listing on the New York Stock Exchange. On January 19, 2024, Occidental and the Sellers each received a request for additional information and documentary material (each, a “Second Request”) from the FTC in connection with the FTC’s review of the Acquisition. Transaction has been approved by the board of directors of both the companies. A Second Request extends the waiting period imposed by the HSR Act until 30 days after each of Occidental and the Sellers have substantially complied with the Second Request issued to them, unless that period is extended voluntarily by Occidental and the Sellers or terminated sooner by the FTC. Occidental and the Sellers continue to work constructively with the FTC in its review of the Acquisition. The transaction is expected to close in the first quarter of 2024. As of February 14, 2024, transaction is expected to close in the second half of 2024. The acquisition will generates immediate free cash flow accretion. As of July 18, 2024, the antitrust waiting period was expired and the deal is expected to close in August.
BofA Securities, Inc. acted as financial advisor to Occidental Petroleum Corporation and an affiliate thereof is providing committed financing. John Greer, Bill Finnegan, Thomas Verity, Samuel Rettew, Krisa Benskin, Jason Cruise, Peter Todaro, Matthew Jones, Tim Fenn, Jim Cole, Mike King, Joshua Marnitz, Michelle Gross and Drew Levin of Latham & Watkins LLP acted as legal advisor to Occidental. Goldman Sachs & Co. LLC and TPH&Co acted as financial advisor to CrownRock. Steve Gill, Robert Kimball, John Grand, Katherine Frank, Elena Sauber, Joanna Enns, John Lynch, Brian Russell, Hill Wellford, Evan Miller, Matt Dobbins and Patrick Traylor, Winston Skinner, Michael Kurzer, Shane Tucker, Sean Becker, David Wicklund, Russell Oshman, Victoria Short, Craig Zieminski and Jeff Crough of Vinson & Elkins LLP acted as legal advisors to CrownRock. Paul Hastings LLP is advising Bank of America in providing the committed financing to Occidental Petroleum for its acquisition of energy producer CrownRock Minerals LP. Michael E. Lubowitz and Michael Hickey of Weil, Gotshal & Manges LLP acted as legal advisor to BofA Securities, Inc. Craig F. Arcella, Stephen M. Kessing and Doug Dolan of Cravath, Swaine & Moore LLP acted as legal advisors to Occidental Petroleum Corporation.
Occidental Petroleum Corporation (NYSE:OXY) completed the acquisition of CrownRock, L.P. from CrownRock Holdings, L.P. and CrownRock GP, LLC for $12.3 billion on August 1, 2024.