California Resources Corporation (NYSE:CRC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On February 14, 2017, California Resources Corporation (the
Company), amended the Credit Agreement, among the Company, as the
Borrower, JP Morgan Chase Bank, N.A., as Administrative Agent,
Swingline Lender and a Letter of Credit Issuer, Bank of America,
N.A., as Syndication Agent, Swingline Lender and a Letter of Credit
Issuer, and the Lenders, dated as of September 24, 2014, as
previously amended February 25, 2015, November 6, 2015, February
23, 2016, April 22, 2016 and August 17, 2016. The amendment makes
changes to facilitate additional joint venture transactions,
eliminate a capital expenditure restriction, adopt a minimum
liquidity requirement and facilitate certain other actions.
Company), amended the Credit Agreement, among the Company, as the
Borrower, JP Morgan Chase Bank, N.A., as Administrative Agent,
Swingline Lender and a Letter of Credit Issuer, Bank of America,
N.A., as Syndication Agent, Swingline Lender and a Letter of Credit
Issuer, and the Lenders, dated as of September 24, 2014, as
previously amended February 25, 2015, November 6, 2015, February
23, 2016, April 22, 2016 and August 17, 2016. The amendment makes
changes to facilitate additional joint venture transactions,
eliminate a capital expenditure restriction, adopt a minimum
liquidity requirement and facilitate certain other actions.
A copy of the amendment is filed as Exhibit 10.1 to this report.
Item 2.02 Results of Operations and Financial Condition.
On February 16, 2017, the Company issued a press release announcing
its financial condition and results of operations for the three and
twelve months ended December 31, 2016. A copy of the press release
is furnished as Exhibit 99.1 to this report on Form 8-K and is
incorporated herein by reference.
its financial condition and results of operations for the three and
twelve months ended December 31, 2016. A copy of the press release
is furnished as Exhibit 99.1 to this report on Form 8-K and is
incorporated herein by reference.
The information contained in this report and the exhibit hereto
shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934 (the Exchange Act), as amended, and
shall not be incorporated by reference into any filings made by the
Company under the Securities Act of 1933, as amended, or the
Exchange Act, except as may be expressly set forth by specific
reference in such filing.
shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934 (the Exchange Act), as amended, and
shall not be incorporated by reference into any filings made by the
Company under the Securities Act of 1933, as amended, or the
Exchange Act, except as may be expressly set forth by specific
reference in such filing.
Statements contained in the exhibit to this report that state the
Companys or its managements expectations or predictions of the
future are forward-looking statements intended to be covered by the
safe harbor provisions of the Securities Act of 1933, as amended,
and the Securities Exchange Act of 1934, as amended. It is
important to note that the Companys actual results could differ
materially from those projected in such forward-looking statements.
Factors that could affect those results include those mentioned in
the documents that the Company has filed with the Securities and
Exchange Commission (the SEC).
Companys or its managements expectations or predictions of the
future are forward-looking statements intended to be covered by the
safe harbor provisions of the Securities Act of 1933, as amended,
and the Securities Exchange Act of 1934, as amended. It is
important to note that the Companys actual results could differ
materially from those projected in such forward-looking statements.
Factors that could affect those results include those mentioned in
the documents that the Company has filed with the Securities and
Exchange Commission (the SEC).
The Company undertakes no duty or obligation to publicly update or
revise the information contained in this report, although the
Company may do so from time to time as management believes is
warranted. Any such updating may be made through the filing of
other reports or documents with the SEC, through press releases or
through other public disclosure including disclosure in the
Investor Relations portion of the Companys website.
revise the information contained in this report, although the
Company may do so from time to time as management believes is
warranted. Any such updating may be made through the filing of
other reports or documents with the SEC, through press releases or
through other public disclosure including disclosure in the
Investor Relations portion of the Companys website.
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 13, 2017, Mr. Tim Sloan provided notice to the Company
of his intent to resign from the Companys Board of Directors
effective as of February 28, 2017, as a result of his recent
appointment as President and CEO and election to the board of Wells
Fargo Company. Mr. Sloans decision to resign from the Companys
Board was not related to any disagreement with the Company
regarding its operations, policies or practices.
of his intent to resign from the Companys Board of Directors
effective as of February 28, 2017, as a result of his recent
appointment as President and CEO and election to the board of Wells
Fargo Company. Mr. Sloans decision to resign from the Companys
Board was not related to any disagreement with the Company
regarding its operations, policies or practices.
On February 14, 2017, the Board elected Mr. Harry McMahon to fill
the vacancy resulting from the departure of Mr. Sloan, effective as
of March 1, 2017. Mr. McMahon will serve the remaining term of Mr.
Sloan (expiring in 2018) as an independent director, and will serve
on the Audit Committee and the Compensation Committee of the Board.
Most recently, Mr. McMahon served as Executive Vice Chairman of
Bank of America Merrill Lynch. Mr. McMahon’s experience over three
decades in investment banking is expected to provide the Board with
deep insight into corporate and financial strategy and capital
markets.
the vacancy resulting from the departure of Mr. Sloan, effective as
of March 1, 2017. Mr. McMahon will serve the remaining term of Mr.
Sloan (expiring in 2018) as an independent director, and will serve
on the Audit Committee and the Compensation Committee of the Board.
Most recently, Mr. McMahon served as Executive Vice Chairman of
Bank of America Merrill Lynch. Mr. McMahon’s experience over three
decades in investment banking is expected to provide the Board with
deep insight into corporate and financial strategy and capital
markets.
There are no arrangements or understandings between Mr. McMahon
and any other persons under which he was selected as a director.
Mr. McMahon will receive the same director compensation as is
paid to the other non-employee directors under the Companys
compensation program for non-employee directors which are
described and may be reviewed in Companys most recent proxy
statement.
and any other persons under which he was selected as a director.
Mr. McMahon will receive the same director compensation as is
paid to the other non-employee directors under the Companys
compensation program for non-employee directors which are
described and may be reviewed in Companys most recent proxy
statement.
Item 8.01 Other Events.
On February 16, 2017, the Company issued a press release
announcing a joint venture with Benefit Street Partners to invest
up to $250 million in certain of the Companys oil and gas
properties in California. A copy of the press release is
furnished as Exhibit 99.2 to this report on Form 8-K, and is
incorporated herein by reference.
announcing a joint venture with Benefit Street Partners to invest
up to $250 million in certain of the Companys oil and gas
properties in California. A copy of the press release is
furnished as Exhibit 99.2 to this report on Form 8-K, and is
incorporated herein by reference.
Statements contained in the exhibit to this report that state the
Companys or its managements expectations or predictions of the
future are forward-looking statements intended to be covered by
the safe harbor provisions of the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended. It
is important to note the Companys actual results could differ
materially from those projected in such forward-looking
statements. Factors that could affect those results include those
identified in the documents that the Company has filed with the
SEC.
Companys or its managements expectations or predictions of the
future are forward-looking statements intended to be covered by
the safe harbor provisions of the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended. It
is important to note the Companys actual results could differ
materially from those projected in such forward-looking
statements. Factors that could affect those results include those
identified in the documents that the Company has filed with the
SEC.
The Company undertakes no duty or obligation to publicly update
or revise the information contained in this report although the
Company may do so from time to time as management believes is
warranted. Any such updating may be made through the filing of
other reports or documents with the SEC.
or revise the information contained in this report although the
Company may do so from time to time as management believes is
warranted. Any such updating may be made through the filing of
other reports or documents with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No.
|
Description
|
|
|
99.1
|
Earnings Press Release dated February 16, 2017
|
|
|
99.2
|
Press Release dated February 16, 2017
|
|
|
10.1
|
Sixth Amendment to Credit Agreement dated as of
February 14, 2017 among California Resources Corporation, as the Borrower, JP Morgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and a Letter of Credit Issuer, Bank of America, N.A., as Syndication Agent, Swingline Lender and a Letter of Credit Issuer, and the Lenders |
About California Resources Corporation (NYSE:CRC)
California Resources Corporation is an independent oil and natural gas exploration and production company, with operating properties within the State of California. The Company produces approximately 160 thousand barrels of oil equivalent per day (MBoe/d). It has net proved reserves of over 640 million barrels of oil equivalent (MMBoe). It operates approximately three drilling rigs across the state with over two located in the San Joaquin basin (steamflood activities) and approximately one in the Los Angeles basin (waterflood activities). It has drilled over 290 gross development wells with over 250 wells in the San Joaquin basin and approximately 30 wells in the Los Angeles basin. It has also drilled approximately three exploration wells in the San Joaquin basin. Its operations include approximately 140 fields with over 9,070 gross active wellbores. It sells its crude oil, natural gas and natural gas liquids production to marketers, California refineries and other purchasers. California Resources Corporation (NYSE:CRC) Recent Trading Information
California Resources Corporation (NYSE:CRC) closed its last trading session down -1.28 at 17.64 with 2,017,231 shares trading hands.
