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LOS ANGELES–(BUSINESS WIRE)–California Resources Corporation (NYSE: CRC) (“CRC” or the “Company”), today appear the aboriginal accord after-effects of its clandestine barter and cable offers (the “Offers”) apropos to its outstanding 8% Senior Secured Second Lien Addendum due 2022 (the “8% Notes”), 5½% Senior Addendum due 2021 (the “5½% Notes”) and 6% Senior Addendum due 2024 (the “6% Notes” and, calm with the 8% Addendum and the 5½% Notes, the “Notes”).

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As of 5:00 p.m. New York City time on March 4, 2020, (the “Early Accord Time”), the Offers and the subscriptions by assertive cogent holders (the “Supporting Holders”) of the Addendum (the “Supporting Subscriptions”) resulted in the accord of about $1,056 actor in accumulated arch bulk of the 8% Notes, about $32 actor in accumulated arch bulk of the 5½% Addendum and about $83 actor in accumulated arch bulk of the 6% Notes.

Based on the elections fabricated as of the Aboriginal Accord Time, CRC expects to affair $340 actor of Ability Notes, Chic B Shares apery in accumulated a 60% disinterestedness absorption in Elk Hills RoyaltyCo, at atomic $315 actor of New Term Loans and Warrants exercisable for about 9%, in aggregate, of the Company’s accustomed banal as of February 14, 2020 (as such agreement are authentic in the Alms Announcement and Address Statement, anachronous February 20, 2020). These elections would aftereffect in a abridgement for CRC of about $836 actor in net debt and about $59 actor in anniversary banknote interest. CRC would additionally apprehend to pay about $32 actor in anniversary ability payments at about accustomed prices based on these elections. The final amounts of net application to be delivered will be bent as of the adjustment date of the Offers. Further capacity apropos the elections fabricated by accommodating holders of Addendum and the Supporting Holders are set alternating on Attachment 1. The requisite consents to acquire the proposed amendments to the 2L Indenture, but not to the Unsecured Addendum Indenture, acquire been received.

CRC additionally appear today it is extending to holders who breakable their Addendum for Option B Application (as authentic in the Alms Announcement and Address Statement) afterwards the Aboriginal Accord Time, but above-mentioned to 11:59 p.m., New York City time, on March 18, 2020 (the “Expiration Time”), the Net Total Consideration, including an bulk according to the Aboriginal Accord Premium consisting of $50 in New Term Loans and 0.700 Aggregation Warrants. All added agreement of the Offers and Consent Address including the pro rata accepting anatomy as of the Aboriginal Accord Time, as ahead announced, abide unchanged. Since Option A Application (as authentic in the Alms Announcement and Address Statement) was absolutely subscribed as of the Aboriginal Accord Time, CRC will no best acquire Addendum tendered for Option A Consideration. CRC intends to achieve the Offers in abounding on a net abject on or about Friday, March 20, 2020. Holders who acquire already validly tendered (and not validly withdrawn) their Addendum do not charge to re-tender their Notes. Beneath the agreement of the Offers, holders of Addendum who had tendered their addendum above-mentioned to the Aboriginal Accord Time can no best validly abjure those addendum from the breakable offer, except to the admeasurement appropriate by law.

Legal Disclaimers

The Offers and Consent Address are actuality conducted aloft the agreement and accountable to the altitude set alternating in the alms announcement and address account (the “Offering Announcement and Address Statement”), anachronous February 20, 2020, and the accompanying letter of transmittal. Abstracts apropos to the Offers and Consent Address will alone be broadcast to “Eligible Holders” of the Addendum who complete and acknowledgment an accommodation anatomy acknowledging that they are either a “qualified institutional buyer” beneath Rule 144A or not a “U.S. person” beneath Regulation S for purposes of applicative balance laws.

The cleanup of the Offers and Consent Address is accountable to, and codicillary upon, the achievement or abandonment of assertive conditions, including, amid added things, that the alternation of affairs declared in the Alms Announcement and Address Account are completed anon above-mentioned to, or essentially accompanying with, the cleanup of the Offers and that the Aggregation is in pro forma acquiescence with all covenants in the abstracts administering its absolute acknowledgment afterward the achievement of the affairs advised by the Offers and Consent Solicitation. Approval of the amendments to the 2L Indenture or the Unsecured Addendum Indenture by holders of the accordant alternation of Addendum is not a action to the achievement of the Offers. The Offers are not accountable to the abandonment of any minimum bulk of the Notes.

The Ability Notes, Chic B Shares and Aggregation Warrants acquire not been and will not be registered beneath the U.S. Balance Act of 1933, as adapted (the “Securities Act”), or beneath any accompaniment balance laws. The Ability Notes, Chic B Shares and Aggregation Warrants may not be offered or awash aural the United States, absent allotment or an applicative absolution from allotment requirements.

This columnist absolution does not aggregate an action to advertise or a address of any action to buy any securities, nor shall there be any auction of any balance in any administration in which such offer, address or auction would be actionable above-mentioned to allotment or accomplishment beneath the balance laws of any such jurisdiction. This columnist absolution is actuality issued pursuant to Rule 135c beneath the Balance Act.

About California Resources Corporation

California Resources Corporation is the better oil and accustomed gas analysis and assembly aggregation in California on a gross-operated basis. The Aggregation operates its apple chic ability abject alone aural the Accompaniment of California, applying chip basement to gather, action and bazaar its production. Using avant-garde technology, California Resources Corporation focuses on cautiously and responsibly bartering affordable activity for California by Californians.

Attachment 1

The Supporting Holders and the accommodating holders in the Offers adopted to accept the net application set alternating below. The final bulk of anniversary alternation of Addendum accustomed by the Aggregation and the application that will be accustomed by the accommodating holders will be bent in accordance with assertive accepting antecedence levels and pro rata accepting anatomy as declared in the Alms Announcement and Address Statement.

 

 

 

 

Net Application per $1,000 Arch Bulk of Addendum

 

 

 

Title

Arch Bulk Outstanding Above-mentioned to Offers

Accepting Antecedence Level

Option

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Net Application

 

Aboriginal Accord Premium

 

Net Total Application

Arch Bulk Tendered in Offers Above-mentioned to Aboriginal Accord Time*

Arch Bulk Accommodating in Supporting Subscriptions*

Accumulated Arch Bulk Participating*

8% Addendum due 2022

$1,808,327,000

1

A

$450 in Ability Addendum and 47.647 Chic B Shares

 

$50 in Ability Addendum and 5.294 Chic B Shares

 

$500 in Ability Addendum and 52.941 Chic B Shares

$551

$123

$674

B

$650 in New Term Loans and 9.099 Aggregation Warrants

 

$50 in New Term Loans and 0.700 Aggregation Warrants

 

$700 in New Term Loans and 9.799 Aggregation Warrants

$53

$329

$382

5½% Addendum due 2021

$99,996,300

2

A

$425 in Ability Addendum and 45.000 Chic B Shares

 

$50 in Ability Addendum and 5.294 Chic B Shares

 

$475 in Ability Addendum and 50.294 Chic B Shares

$2

$5

$7

B

$600 in New Term Loans and 8.399 Aggregation Warrants

 

$50 in New Term Loans and 0.700 Aggregation Warrants

 

$650 in New Term Loans and 9.099 Aggregation Warrants

$3

$21

$25

6% Addendum due 2024

$144,279,000

3

A

$300 in Ability Addendum and 31.764 Chic B Shares

 

$50 in Ability Addendum and 5.294 Chic B Shares

 

$350 in Ability Addendum and 37.058 Chic B Shares

$22

$4

$26

B

$450 in New Term Loans and 6.299 Aggregation Warrants

 

$50 in New Term Loans and 0.700 Aggregation Warrants

 

$500 in New Term Loans and 6.999 Aggregation Warrants

$54

$3

$57

* Numbers are in millions.

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