[Context: On April 30, Berkshire Hathaway committed $10bn in equity to Occidental to finance its $76/share bid for Anadarko. Further details and related links are below.]
Berkshire Hathaway Commits to $10 Billion Equity Investment in Occidental to Finance Acquisition of Anadarko
HOUSTON, April 30, 2019 (GLOBE NEWSWIRE) — Occidental Petroleum Corporation (“Occidental” or “the Company”) (NYSE: OXY) announced today that, in connection with the financing of Occidental’s proposal to acquire Anadarko Petroleum Corporation (“Anadarko”) (NYSE: APC), Berkshire Hathaway, Inc. has committed to invest a total of $10 billion in Occidental. The investment is contingent upon Occidental entering into and completing its proposed acquisition of Anadarko.
Berkshire Hathaway will receive 100,000 shares of Cumulative Perpetual Preferred Stock with a liquidation value of $100,000 per share, together with a warrant to purchase up to 80.0 million shares of Occidental common stock at an exercise price of $62.50 per share. The preferred stock will accrue dividends at 8% per annum (or with respect to dividends that are accrued and unpaid, 9%).
On April 24, Occidental made a proposal to acquire Anadarko for $76.00 per share, comprised of $38.00 in cash and 0.6094 shares of Occidental common stock per Anadarko share. On April 29, Anadarko announced that its Board of Directors had determined that the proposal from Occidental could reasonably be expected to result in a Superior Proposal under its existing merger agreement and that it would engage with Occidental.
“We have long believed that Occidental is uniquely positioned to generate compelling value from Anadarko’s highly complementary asset portfolio. We are thrilled to have Berkshire Hathaway’s financial support of this exciting opportunity,” said Vicki Hollub, President and Chief Executive Officer of Occidental. “We look forward to engaging with Anadarko’s Board of Directors to deliver this superior transaction to our respective shareholders.”
The preferred stock to be issued to Berkshire Hathaway will be redeemable for cash (in whole or in part) at the option of Occidental commencing on the tenth anniversary of issuance at a redemption price equal to 105% of the liquidation preference plus accumulated and unpaid dividends, if any. The preferred stock will also be mandatorily redeemable for cash (in whole or in part) upon certain specified capital return events. Dividends will be paid in cash or, at Occidental’s option, in shares of Occidental common stock. The warrant to be issued with the preferred stock may be exercised in whole or in part and from time to time, until one year after the redemption of the preferred stock.
The preferred stock and the warrant are being issued and sold in a private offering.
Occidental is an international oil and gas exploration and production company with
operations in the United States, Middle East and Latin America. Headquartered in Houston, Occidental is one of the largest U.S. oil and gas companies, based on equity market capitalization. Occidental’s midstream and marketing segment purchases, markets, gathers, processes, transports and stores hydrocarbons and other commodities. The company’s wholly owned subsidiary OxyChem manufactures and markets basic chemicals and vinyls.