California Resources Corporation (NYSE:CRC) Files An 8-K Unregistered Sales of Equity SecuritiesITEM 3.02.
UNREGISTERED SALES OF EQUITY SECURITIES.
On April 9, 2018, the Company entered into an Asset Sale and Purchase Agreement with Chevron U.S.A. Inc. (“Chevron”) to which the Company acquired the remaining working, surface and mineral interests in the 47,000-acre Elk Hills field in the San Joaquin Basin of California (the “Elk Hills Acquisition”). As consideration, the Company paid $460 million in cash and issued 2,850,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), to Chevron. The closing of the Elk Hills Acquisition occurred simultaneously with signing and had an effective date of April 1, 2018.
The Company and Chevron also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) to which the Company agreed to file with the Securities and Exchange Commission a shelf registration statement registering for resale the Shares within two days following the filing of the Company’s next succeeding Form 10-Q. The Registration Rights Agreement limits Chevron’s ability to resell Shares as follows: (1) up to 1,000,000 Shares in the first 30 days following effectiveness of the registration statement, (2) up to 1,000,000 additional Shares (plus the balance of any unsold Shares in the first 30-day period) in the 30 days thereafter, and (3) any remaining Shares thereafter.
The description of the Registration Rights Agreement above does not purport to be complete and is qualified in its entirety by the Registration Rights Agreement filed herewith as Exhibit 4.01 to this Current Report on Form 8-K and incorporated by reference herein.
The Shares were offered, issued and sold in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), set forth under Section4(a)(2) of the Securities Act relating to sales by an issuer not involving any public offering. Chevron represented, among other things, that it is an accredited investor and that it is acquiring the Shares for investment purposes only and not with a view to any resale, distribution or other disposition of such securities in violation of the United States federal securities laws.
On April 9, 2018, the Company announced the Elk Hills Acquisition. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
FINANCIAL STATEMENTS AND EXHIBITS
Schedules and exhibits omitted to Item 601(b)(2) of Regulation S-K. California Resources Corporation agrees to furnish supplementally a copy of any omitted schedules or exhibits to the SEC upon request; provided, however, that California Resources Corporation may request confidential treatment to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished.
California Resources Corp ExhibitEX-4.01 2 registrationrightsagreemen.htm EXHIBIT 4.01 Exhibit EXHIBIT 4.01REGISTRATION RIGHTS AGREEMENTby and among CALIFORNIA RESOURCES CORPORATIONandCHEVRON U.S.A.,…To view the full exhibit click
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.