Occidental said it completed its acquisition of 100% of the issued and outstanding partner interests of CrownRock, L.P. on August 1, 2024. The deal was carried out under a Partnership Interest Purchase Agreement dated December 10, 2023.

1. 01

   Occidental said it completed its acquisition of 100% of the issued and outstanding partner interests of CrownRock, L.P. on August 1, 2024. The deal was carried out under a Partnership Interest Purchase Agreement dated December 10, 2023.

2. 02

   The company said the total consideration for the transaction was approximately $12.4 billion, consisting of approximately $9.4 billion in cash (including customary working capital and other purchase price adjustments), 29,560,619 shares of common stock, and the assumption of $1.2 billion in existing CrownRock and subsidiary debt.

3. 03

   The company said it entered into a registration rights agreement with the sellers on August 1, 2024. It said it must file a Form S-3 registration statement with the SEC within 5 business days after closing to register for resale the common stock issued to the sellers.

4. 04

   The company said the 29,560,619 shares of common stock issued to the sellers (the Stock Consideration) were issued under the exemption from registration in Section 4(a)(2) of the Securities Act of 1933. It described the issuance as a transaction by an issuer not involving any public offering.

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Original filing

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