California Resources Corporation Announces Consent Solicitation for Senior Notes | New

LONG BEACH, Calif.–(BUSINESS WIRE)–June 6, 2022–

California Resources Corporation (NYSE: CRC) (“CRC” or the “Company”) today announced that it is seeking consents (the “Consent Solicitation”) from the holders of its outstanding 7.125% Senior Notes and expiring in 2026 (the “Notes”) as of 5:00 p.m., New York City time, on June 3, 2022 (the “Record Date”) to a proposed amendment to the indenture governing such Notes (the “Indenture”) ). The Consent Solicitation is being made only on the terms and conditions described in the Company’s Consent Solicitation Statement, dated June 6, 2022 (the “Consent Solicitation Statement”). The Consent Solicitation will expire at 5:00 p.m., New York City time, on June 10, 2022, unless extended or terminated earlier by the Company (the “Expiration Date”).

Certain details regarding the Notes and the Consent Solicitation are set out in the table below.

Note title

CUSIP numbers

Total Principal Amount Outstanding (US$)

Consent Payment per US$1,000 Principal Amount of Notes

7.125% senior bonds due 2026






The Company is seeking consents (“Consents”) from the holders of the Notes for a proposed amendment to the Indenture to provide the Company and its Restricted Subsidiaries (as defined in the Indenture) with the ability to to make unlimited restricted payments (as defined in the Deed) subject to compliance, on a pro forma basis, with a total leverage ratio (as defined in the Deed) not exceeding 1.50:1 .00 (the “Proposed Amendment”).

Adoption of the Proposed Amendment requires the consent of holders of a majority of the aggregate Principal Amount of Notes outstanding (the “Required Consents”). In the event the Company receives the required Consents on or before the Expiry Date, the Company will pay an aggregate cash payment equal to $10.00 per $1,000 principal amount of Notes for Consents validly delivered and unrevoked consents (the “Consent Payment”) to holders who have delivered such valid and unrevoked consents on or before the expiration date. No accrued interest will be paid on the consent payment. If the proposed Amendment becomes effective in respect of the Bonds, Bondholders who do not provide valid and unrevoked Consents in respect of their Bonds by the Expiry Date, or at all, will be bound by the proposed Amendment. In addition, these holders will not receive the consent payment.

The Consent Solicitation is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Consent Solicitation Statement, including the receipt of the Required Consents. The Company intends to fund the Consent Solicitation, including the fees and expenses payable in connection with the Consent Solicitation, with cash on hand.

MUFG Securities Americas Inc. and Citigroup Global Markets Inc. are the joint solicitation agents. Global Bondholder Services Corporation has been retained to serve as the Information and Tabulation Agent for the Consent Solicitation. Persons with questions regarding consent solicitations should contact MUFG Securities Americas Inc. at (toll-free) (877) 744-4532 or (New York) (212) 405-7481 or Citigroup Global Markets Inc. at (toll-free) (800) 558-3745 or (collect) (212) 723-6106. Consent Solicitation Statement requests should be directed to Global Bondholder Services Corporation at (toll free) (855) 654-2015 or (call collect) (212) 430-3774 or by email at [email protected] .com.

Neither the Company, nor the Joint Solicitation Agents, nor the Information and Tabulation Agent, nor the Trustee under the Indenture nor any of their respective affiliates makes any recommendation as to whether Holders should provide consents in response to the consent solicitation. Noteholders must decide for themselves whether or not they wish to participate in the Consent Solicitation and, if so, the principal amount of Notes for which they must issue Consents.

This press release does not constitute an offer to sell, a solicitation to buy or an offer to buy or sell securities. The Consent Solicitation is made only pursuant to the Consent Solicitation Statement and only in jurisdictions permitted by applicable law. In any jurisdiction in which the Consent Solicitation must be made by a registered broker or dealer, the Consent Solicitation will be deemed to have been made on behalf of the Company by the joint Solicitation Agents, or one or more registered brokers or dealers who are permitted under the laws of that jurisdiction.

About California Resources Corporation

CRC is an independent oil and gas company committed to the sector’s energy transition. CRC has one of the lowest carbon intensity productions in the United States and we are focused on maximizing the value of our land, mineral and engineered resources for decarbonization by developing carbon capture and storage and other emission reduction projects.

Forward-looking statements

All statements, except statements of historical fact, made in this release regarding activities, events or developments that the Company expects, believes or anticipates will occur or may occur in the future, such as statements regarding the Consent Solicitation, the timing thereof and the intention to fund the Consent Solicitation, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements speak only as of the date of this release. Although the Company believes that the plans, intentions and expectations reflected or implied by the forward-looking statements are reasonable, there can be no assurance that such plans, intentions or expectations will be realized. Accordingly, actual results could differ materially from what is expressed, implied or anticipated in such statements. Except as required by law, the Company expressly disclaims any obligation and does not intend to publicly update or revise any forward-looking statements.

The Company cautions you that these forward-looking statements are subject to all risks and uncertainties inherent in the Company’s business, most of which are difficult to predict and many of which are beyond the Company’s control. These risks include, but are not limited to, the risks described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and its Quarterly Report on Form 10. -Q filed later.

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SOURCE: California Resource Corporation

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PUBLICATION: 06/06/2022 08:30 / DISK: 06/06/2022 08:32

Luisa D. Fuller