California Resources Corporation
|
|||
(Exact Name of Registrant as Specified in Charter)
|
|||
|
|
|
|
|
|
|
|
Delaware
|
001-36478
|
46-5670947
|
|
(State or Other Jurisdiction of
Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
|
|
|
|
|
9200 Oakdale Avenue, Suite 900
Los Angeles, California |
91311
|
||
(Address of Principal Executive Offices)
|
(Zip Code)
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 1.01
|
Entry into a Material Definitive Agreement.
|
Item 9.01
|
Financial Statements and Exhibits.
|
(d)
|
Exhibits
|
Exhibit No.
|
Description
|
99.1
|
Fourth Amendment to Credit Agreement dated as of April 22, 2016 among California Resources Corporation, as the Borrower and JP Morgan Chase Bank, N.A., as Administrative Agent, a Swingline Lender and a Letter of Credit Issuer and Bank of America, N.A., as Syndication Agent, Swingline Lender and a Letter of Credit Issuer.
|
California Resources Corporation
|
|
|
|
|
|
/s/ Roy Pineci
|
|
Name:
|
Roy Pineci
|
Title:
|
Executive Vice President - Finance
|
Exhibit No.
|
Description
|
99.1
|
Fourth Amendment to Credit Agreement dated as of April 22, 2016 among California Resources Corporation, as the Borrower and JP Morgan Chase Bank, N.A., as Administrative Agent, a Swingline Lender and a Letter of Credit Issuer and Bank of America, N.A., as Syndication Agent, Swingline Lender and a Letter of Credit Issuer.
|
BORROWER:
|
|
CALIFORNIA RESOURCES CORPORATION
|
|
|
|
|
|
|
|
By:
|
/s/ Michael L. Preston
|
|
Name:
|
Michael L. Preston
|
|
Title:
|
Executive Vice President, General Counsel and Corporate Secretary
|
GUARANTORS:
|
|
CALIFORNIA HEAVY OIL, INC.
CALIFORNIA RESOURCES LONG BEACH, INC. CALIFORNIA RESOURCES PETROLEUM CORPORATION CALIFORNIA RESOURCES PRODUCTION CORPORATION CALIFORNIA RESOURCES TIDELANDS, INC. SOUTHERN SAN JOAQUIN PRODUCTION, INC. THUMS LONG BEACH COMPANY |
|
|
|
|
|
|
|
By:
|
/s/ Marshall D. Smith
|
|
Name:
|
Marshall D. Smith
|
|
Title:
|
Senior Executive Vice President and Chief Financial Officer
|
CALIFORNIA RESOURCES ELK HILLS, LLC
CRC CONSTRUCTION SERVICES, LLC CRC SERVICES, LLC SOCAL HOLDING, LLC |
|
|
|
|
|
By:
|
/s/ Marshall D. Smith
|
Name:
|
Marshall D. Smith
|
Title:
|
Senior Executive Vice President and Chief Financial Officer of California Resources Corporation, its Sole Member
|
CALIFORNIA RESOURCES WILMINGTON, LLC
|
|
|
|
|
|
By:
|
/s/ Marshall D. Smith
|
Name:
|
Marshall D. Smith
|
Title:
|
Senior Executive Vice President and Chief Financial Officer of California Resources Corporation, its Sole Member
|
CRC MARKETING, INC.
|
|
|
|
|
|
By:
|
/s/ D. Adam Smith
|
Name:
|
D. Adam Smith
|
Title:
|
Assistant Secretary
|
ELK HILLS POWER, LLC
|
|
|
|
|
|
By:
|
/s/ Ivan Gaydarov
|
Name:
|
Ivan Gaydarov
|
Title:
|
Treasure of California Resources Corporation, the Sole Member of California Resources Elk Hills, LLC, its Sole Member
|
TIDELANDS OIL PRODUCTION COMPANY
|
|
|
|
|
|
By:
|
/s/ Ivan Gaydarov
|
Name:
|
Ivan Gaydarov
|
Title:
|
Treasure of California Resources Tidelands, Inc., its Managing Partner
|
CALIFORNIA RESOURCES COLES LEVEE, LLC
|
|
|
|
|
|
By:
|
/s/ Ivan Gaydarov
|
Name:
|
Ivan Gaydarov
|
Title:
|
Treasurer
|
CALIFORNIA RESOURCES COLES LEVEE, L.P.
|
|
|
|
|
|
By:
|
/s/ Ivan Gaydarov
|
Name:
|
Ivan Gaydarov
|
Title:
|
Treasurer of California Resources Coles Levee, LLC, its General Partner
|
JPMORGAN CHASE BANK, N.A.
, as Administrative Agent, Letter of Credit Issuer, Swingline Lender, Revolving Lender and Term Loan Lender
|
|
|
|
|
|
By:
|
/s/ Douglas A. Kravitz
|
Name:
|
Douglas A. Kravitz
|
Title:
|
Executive Director
|
BANK OF AMERICA, N.A.
as Syndication Agent, Letter of Credit Issuer, Swingline Lender, Revolving Lender and Term Loan Lender
|
|
|
|
|
|
By:
|
/s/ Greg Hall
|
Name:
|
Greg Hall
|
Title:
|
Vice President
|
CITIBANK, N.A.
, as Letter of Credit Issuer, Revolving Lender and Term Loan Lender
|
|
|
|
|
|
By:
|
/s/ Saqeeb Ludhi
|
Name:
|
Saqeeb Ludhi
|
Title:
|
Vice President
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
, as Letter of Credit Issuer, Revolving Lender and Term Loan Lender
|
|
|
|
|
|
By:
|
/s/ Michael A. Tribolet
|
Name:
|
Michael A. Tribolet
|
Title:
|
Managing Director
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD
,
as Revolving Lender and Term Loan Lender |
|
|
|
|
|
By:
|
/s/ Stephen W. Warfel
|
Name:
|
Stephen W. Warfel
|
Title:
|
Managing Director
|
MORGAN STANLEY BANK, N.A.
, as Revolving Lender
|
|
|
|
|
|
By:
|
/s/ Kevin Newman
|
Name:
|
Kevin Newman
|
Title:
|
Authority Signatory
|
MORGAN STANLEY SENIOR FUNDING, INC.,
as Revolving Lender
|
|
|
|
|
|
By:
|
/s/ Kevin Newman
|
Name:
|
Kevin Newman
|
Title:
|
Vice President
|
HSBC BANK USA, NATIONAL ASSOCIATION
, as Revolving Lender and Term Loan Lender
|
|
|
|
|
|
By:
|
/s/ Benjamin Halperin
|
Name:
|
Benjamin Halperin
|
Title:
|
Authorized Signatory #21357
|
GOLDMAN SACHS BANK USA
, as Revolving Lender
|
|
|
|
|
|
By:
|
/s/ Jerry Li
|
Name:
|
Jerry Li
|
Title:
|
Authorized Signatory
|
COMPASS BANK
, as Revolving Lender and Term Loan Lender
|
|
|
|
|
|
By:
|
/s/ Rachel Festervand
|
Name:
|
Rachel Festervand
|
Title:
|
Senior Vice President
|
MIZUHO BANK, LTD.
, as Revolving Lender and Term Loan Lender
|
|
|
|
|
|
By:
|
/s/ Leon Mo
|
Name:
|
Leon Mo
|
Title:
|
Authorized Signatory
|
BANK OF NOVA SCOTIA
, as Revolving Lender and Term Loan Lender
|
|
|
|
|
|
By:
|
/s/ Mark Sparrow
|
Name:
|
Mark Sparrow
|
Title:
|
Director
|
SOCIETE GENERALE
, as Revolving Lender and Term Loan Lender
|
|
|
|
|
|
By:
|
/s/ Diego Medina
|
Name:
|
Diego Medina
|
Title:
|
Director
|
|
|
|
|
By:
|
/s/ Alexandre Huet
|
Name:
|
Alexandre Huet
|
Title:
|
Managing Director
|
PNC BANK, NATIONAL ASSOCIATION
, as Revolving Lender and Term Loan Lender
|
|
|
|
|
|
By:
|
/s/ Sandra Aultman
|
Name:
|
Sandra Aultman
|
Title:
|
Managing Director
|
BRANCH BANKING AND TRUST COMPANY
, as Revolving Lender and Term Loan Lender
|
|
|
|
|
|
By:
|
/s/ Robert Kret
|
Name:
|
Robert Kret
|
Title:
|
AVP
|
DNB CAPITAL LLC
, as Revolving Lender and Term Loan Lender
|
|
|
|
|
|
By:
|
/s/ James Grubb
|
Name:
|
James Grubb
|
Title:
|
Vice President
|
|
|
|
|
By:
|
/s/ Mack Lambert
|
Name:
|
MackLambert
|
Title:
|
Vice President
|
THE BANK OF NEW YORK MELLON
, as Revolving Lender and Term Loan Lender
|
|
|
|
|
|
By:
|
/s/ Peter W. Helt
|
Name:
|
Peter W. Helt
|
Title:
|
Managing Director
|
SUMITOMO MITSUI BANKING CORPORATION
, as Revolving Lender and Term Loan Lender
|
|
|
|
|
|
By:
|
/s/ Ryo Suzuki
|
Name:
|
Ryo Suzuki
|
Title:
|
General Manager
|
INTESA SANPAOLO S.P.A., NEW YORK BRANCH
, as Revolving Lender and Term Loan Lender
|
|
|
|
|
|
By:
|
/s/ Neil Derfler
|
Name:
|
Neil Derfler
|
Title:
|
Relationship Manager
|
|
|
|
|
By:
|
/s/ Serena Palumbo, Esq.
|
Name:
|
Serena Palumbo, Esq.
|
Title:
|
VP, In-House Counsel
|
KEYBANK NATIONAL ASSOCIATION
, as Revolving Lender and Term Loan Lender
|
|
|
|
|
|
By:
|
/s/ Stephen J. Jones
|
Name:
|
Stephen J. Jones
|
Title:
|
Senior Vice President
|