Document
false0001609253 0001609253 2020-03-27 2020-03-27


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
_____________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 27, 2020
_____________________
California Resources Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
001-36478
46-5670947
(State or Other Jurisdiction of
Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
 
 
27200 Tourney Road

Suite 200
 
Santa Clarita
 
California
91355
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (888) 848-4754
N/A
(Former Name or Former Address, if Changed Since Last Report)
_____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
CRC
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 





Item 7.01    Regulation FD Disclosure.
On March 27, 2020, California Resources Corporation (“CRC”) issued a press release regarding media speculation. A copy of the press release is filed herewith as Exhibit 99.1.
Statements contained in Item 7.01 of this report and Exhibit 99.1 hereto that state CRC’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act and the Exchange Act. It is important to note that the actual results of CRC could differ materially from those projected in such forward-looking statements. Factors that could affect the results include those mentioned in the documents that the Company has filed with the Securities and Exchange Commission (the “SEC”).
CRC undertakes no duty or obligation to publicly update or revise the information contained in Item 7.01 of this report and Exhibit 99.1 hereto, although CRC may do so from time to time in management’s discretion. 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 CRC’s website.
Item 9.01    Financial Statements and Exhibits
(d)    Exhibits
Exhibit No.
 
Description
99.1
 
 
 
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)






SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
California Resources Corporation
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Roy Pineci
 
 
Name:
Roy Pineci
 
Title:
Executive Vice President, Finance





DATED: March 27, 2020



Exhibit


EXHIBIT 99.1
https://cdn.kscope.io/c53cf3eb47086f3ff785739c7f9ff560-crclogoa28.jpg
NEWS RELEASE                             For Immediate Release
California Resources Corporation Provides
Comment on Market Speculation

Santa Clarita, California, March 27, 2020 - California Resources Corporation (NYSE: CRC), an independent California-based oil and gas exploration and production company, today issued the following statement on media speculation:

“Over the past five years, we have consistently pursued options to preserve and enhance the value of CRC and we are fighting hard for the best outcome for our shareholders and other stakeholders.  We have significant operating flexibility and are focusing on controlling what we can control, including reducing our capital program and operating costs. We will continue to consider all options with our advisors as we work through this unprecedented downturn and do not intend to provide updates on on-going discussions.”


About California Resources Corporation
California Resources Corporation is the largest oil and natural gas exploration and production company in California on a gross-operated basis. CRC operates its world-class resource base exclusively within the State of California, applying complementary and integrated infrastructure to gather, process and market its production. Using advanced technology, California Resources Corporation focuses on safely and responsibly supplying affordable energy for California by Californians.

Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties that could materially affect CRC's expected results of operations, liquidity, cash flows and business prospects. Such statements include those regarding CRC's expectations as to its future:
financial position, liquidity, cash flows and results of operations
business prospects
transactions and projects
operating costs
Value Creation Index (VCI) metrics, which are based on certain estimates including future production rates, costs and commodity prices
operations and operational results including production, hedging and capital investment
budgets and maintenance capital requirements

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reserves
type curves
expected synergies from acquisitions and joint ventures
Actual results may differ from anticipated results, sometimes materially, and reported results should not be considered an indication of future performance. While CRC believes assumptions or bases underlying its expectations are reasonable and make them in good faith, they almost always vary from actual results, sometimes materially. CRC also believes third-party statements it cites are accurate, but has not independently verified them and does not warrant their accuracy or completeness. Factors (but not necessarily all the factors) that could cause results to differ include:
commodity price changes
debt limitations on CRC's financial flexibility
insufficient cash flow to fund planned investments, debt repurchases or changes to CRC's capital plan
inability to enter desirable transactions, including acquisitions, asset sales and joint ventures
legislative or regulatory changes, including those related to drilling, completion, well stimulation, operation, maintenance or abandonment of wells or facilities, managing energy, water, land, greenhouse gases or other emissions, protection of health, safety and the environment, or transportation, marketing and sale of our products
joint ventures and acquisitions and CRC's ability to achieve expected synergies
the recoverability of resources and unexpected geologic conditions
incorrect estimates of reserves and related future cash flows and the inability to replace reserves
changes in business strategy
PSC effects on production and unit production costs
effect of stock price on costs associated with incentive compensation
insufficient capital, including as a result of lender restrictions, unavailability of capital markets or inability to attract potential investors
effects of hedging transactions
equipment, service or labor price inflation or unavailability
availability or timing of, or conditions imposed on, permits and approvals
lower-than-expected production, reserves or resources from development projects, joint ventures or acquisitions, or higher-than-expected decline rates
disruptions due to accidents, mechanical failures, transportation or storage constraints, natural disasters, labor difficulties, cyber attacks or other catastrophic events
factors discussed in “Risk Factors” in CRC's Annual Report on Form 10-K available on its website at crc.com.
Words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "goal," "intend," "likely," "may," "might," "plan," "potential," "project," "seek," "should," "target, "will" or "would" and similar words that reflect the prospective nature of events or outcomes typically identify forward-looking statements. Any forward-looking statement speaks only as of the date on

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which such statement is made and CRC undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.



Contacts:

Scott Espenshade (Investor Relations)
818-661-6010
Scott.Espenshade@crc.com
Margita Thompson (Media)
818-661-6005
Margita.Thompson@crc.com




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