CRC to acquire energy companies for 21.17M shares plus $500M bridge loan

California Resources Corp

Aggregate consideration of 21,170,357 CRC common shares; additional shares for dividends declared Jan 1 to closing.
Bridge loan of $500M from Citi to refinance acquired companies' debt and pay transaction costs.
Closing conditions include CRC stockholder approval, HSR clearance, FERC authorization; no financing condition.
Post-closing, IKAV and CPP members get one board nomination each while holding ≥5% shares; standstill caps ownership at 14.9%.
Termination fee of $50M or $100M if CRC changes recommendation or pursues a superior proposal.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

California Resources Corp entered into Agreement and Plan of Merger with Petra Merger Sub I, LLC, Petra Merger Sub C, LLC, Petra Merger Sub O, LLC, Petra Merger Sub O2, LLC, Petra Merger Sub O3, LLC, Petra Merger Sub S, LLC, IKAV Impact USA Inc., CPPIB Vedder US Holdings LLC, Opps Xb Aera E CTB, LLC, Opps XI Aera E CTB, LLC, Green Gate COI, LLC, IKAV Impact S.a.r.l., Sim (effective 2024-02-07).

Action: entry
Agreement: merger
Counterparty: Petra Merger Sub I, LLC, Petra Merger Sub C, LLC, Petra Merger Sub O, LLC, Petra Merger Sub O2, LLC, Petra Merger Sub O3, LLC, Petra Merger Sub S, LLC, IKAV Impact USA Inc., CPPIB Vedder US Holdings LLC, Opps Xb Aera E CTB, LLC, Opps XI Aera E CTB, LLC, Green Gate COI, LLC, IKAV Impact S.a.r.l., Sim
Effective: 2024-02-07

Exact text from the filing

On February 7, 2024, California Resources Corporation, a Delaware corporation (“ Parent ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”)

View on SEC.gov

273 material agreements filed in the last 30 days. Browse all material agreements →

California Resources Corp filing history →

Source: SEC EDGAR

accession 0001609253-24-000020

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.