UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.02 | Results of Operations and Financial Condition. |
To the extent the information included or incorporated by reference into Item 8.01 below with respect to the results of operations or financial condition of California Resources Corporation (the “Company”) and its subsidiaries relates to or is presented as of or for a completed fiscal period, such information is incorporated into this Item 2.02 by reference herein.
| Item 8.01 | Other Events. |
On August 8, 2024, the Company issued a press release announcing the commencement of a proposed private offering of an additional $200 million aggregate principal amount of its 8.250% senior unsecured notes due 2029 (the “Notes”). A copy of the press release is included as Exhibit 99.1 hereto and incorporated herein by reference.
In connection with the offering of the Notes, the Company will provide certain financial and other information with respect to the Company and its subsidiaries to prospective investors in the offering. Excerpts of such information are included as Exhibit 99.2 and Exhibit 99.3 hereto and incorporated herein by reference.
On August 8, 2024, the Company issued a press release announcing the commencement of a tender offer to purchase for cash up to $200 million aggregate principal amount of the Company’s outstanding 7.125% senior notes due 2026 (the “Tender Offer”). A copy of the press release is included as Exhibit 99.4 hereto and incorporated herein by reference.
All statements, except for statements of historical fact, made in this Current Report on Form 8-K regarding activities, events or developments the Company expects, believes or anticipates will or may occur in the future, such as statements regarding the proposed offering, the intended use of proceeds, estimated results of future operations and the Tender Offer are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. Although the Company believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Except as required by law, the Company expressly disclaims any obligation to 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 of the risks and uncertainties incident to 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 the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and its subsequently filed Quarterly Reports on Form 10-Q.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated August 8 2024, announcing the Notes Offering. | |
| 99.2 | Offering Memorandum Excerpts. | |
| 99.3 | Investor Presentation Excerpts. | |
| 99.4 | Press Release, dated August 8, 2024, announcing the Tender Offer. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| California Resources Corporation | ||
| By: | /s/ Michael L. Preston | |
| Michael L. Preston Executive Vice President, Chief Strategy Officer and General Counsel | ||
DATED: August 8, 2024