Occidental Petroleum Corporation (NYSE:OXY) (Occidental) made an offer to acquire Anadarko Petroleum Corporation (NYSE:APC) ('Anadarko') in late March 2019. The offer price was higher than the $65 per share agreement announced by Anadarko with Chevron Corporation. On April 8, 2019, Occidental made a revised proposal to acquire Anadarko at a price higher than that offered by Chevron Corporation. A further revised proposal was made by Occidental on April 11, 2019, whereby Occidental offered to acquire Anadarko for $76 per Anadarko share, comprised of 40% cash and 60% stock. On April 24, 2019, Occidental delivered a letter to the Board of Directors of Anadarko setting forth the terms of the proposal to acquire Anadarko for $38.4 billion. Occidental offered to pay $76 per Anadarko share, comprising $38 in cash and 0.6094 shares of Occidental common stock. As of May 5, 2019, the offer was revised to include $59 in cash and 0.2934 shares of Occidental common stock per share of Anadarko common stock, keeping the offer price unchanged at $76 per share. The offer price now comprises 78% cash and 22% stock.

Occidental shareholders will hold an approximately 71% interest in the combined company once the transaction is completed. Occidental will fund the cash portion of the consideration through a combination of balance sheet cash and bridge commitments from Citibank and Bank of America. In connection with the financing of the proposal to acquire Anadarko, on April 30, 2019, Occidental entered into an agreement with Berkshire Hathaway Inc. pursuant to Berkshire Hathaway agreed to purchase from Occidental for an aggregate purchase price of $10 billion in cash: 0.1 million shares of a new series of preferred stock of Occidental, to be designated as Cumulative Perpetual Preferred Stock, Series A and a warrant to purchase 80 million shares of Occidental's common stock exercisable at an exercise price of $62.5 per share. The investment is contingent upon Occidental entering into and completing its proposed acquisition of Anadarko. In addition, on May 5, 2019, Occidental entered into a binding agreement to sell Anadarko's Algeria, Ghana, Mozambique and South Africa assets to Total S.A. for $8.8 billion and will use the proceeds of the sale to cover a portion of the cash consideration for the acquisition.

Occidental Petroleum Corporation (NYSE:OXY) entered into a definitive agreement to acquire Anadarko Petroleum Corporation (NYSE:APC) on May 9, 2019. As per the terms of the agreement, Anadarko's in-the-money stock options will be cashed out based on the cash value of the merger consideration, less the applicable option exercise price, Anadarko out-of-the-money stock options will be cancelled for no consideration, Anadarko restricted stock unit awards will convert into Occidental restricted cash/restricted stock unit awards based on the value of the merger consideration, which will be subject to the same terms and conditions of the original Anadarko equity award; Anadarko restricted stock awards will convert into Occidental restricted cash/restricted stock awards based on the value of the merger consideration, which will be subject to the same terms and conditions of the original Anadarko equity award; Anadarko performance unit awards will vest at closing and convert into the right to receive an amount of cash equal to $76 per share, multiplied by 200% of the target number of shares covered by such performance unit awards; and each Anadarko director deferred share will convert into the right to receive the merger consideration. In connection with the transaction, Occidental entered into a debt commitment letter, dated May 5, 2019, with Bank of America, N.A, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. pursuant to which, subject to the terms and conditions set forth therein, BofA and CGMI committed to provide a 364-day senior unsecured bridge loan facility in an aggregate principal amount of up to $21.8 billion.

As a result of the merger, Anadarko will become a wholly owned subsidiary of Occidental. Upon termination of the merger agreement under specified circumstances, including the termination by Occidental in the event of a change of recommendation by the board of directors of Anadarko or by Anadarko to enter into a definitive agreement with respect to a superior proposal, Anadarko would be required to pay Occidental a termination fee of $1 billion equivalent to approximately 3% of Anadarko's equity value implied by the transaction. The merger agreement also provides that, in connection with a termination of the merger agreement by Anadarko due to an uncured or incurable breach by Occidental, Occidental will be required to reimburse Anadarko for the $1 billion termination fee that was paid by Anadarko to Chevron Corporation. The transaction is subject to a regulatory approval process but not subject to any financing condition. In addition, the transaction will be subject to customary closing condition including approval of the shareholders of both Occidental and Anadarko, the expiration or termination of the waiting period under the HSR Act, as amended, the effectiveness of the Registration Statement on Form S-4 to be filed by Occidental and the authorization for listing on the New York Stock Exchange of the shares of Occidental common stock to be issued in connection with the merger. The board of directors of Anadarko has unanimously approved the merger agreement and resolved to recommend the adoption of the merger agreement by Anadarko stockholders. The offer was unanimously approved by the Board of Directors of Occidental. As of April 29, 2019, Anadarko announced resumption of negotiations with Occidental as Anadarko's board of directors has unanimously determined that the offer from Occidental could reasonably be expected to result in a superior proposal. As of May 5, 2019, the revised proposal has been unanimously approved by the Occidental Board of Directors. As on May 6, 2019, the Board of Directors of Anadarko Petroleum have determined that the proposal made by Occidental Petroleum is superior and they intend to terminate the Chevron Corporation transaction. As on May 7, 2019, an annual meeting of Occidental's Board of Directors will be held on May 10, 2019 and at the same time Occidental removed the shareholders' approval requirement for the deal. Anadarko has scheduled a special meeting of its stockholders on August 8, 2019 to vote on the proposal necessary to approve the Merger. The transaction is expected to close in the second half of 2019. The acquisition is anticipated to be significantly accretive to Occidental's cash flow and free cash flow, on a per share basis after dividends in 2020 and beyond.

BofA Merrill Lynch, Mark Shafir and Steve Trauber of Citigroup Inc. and Patrick Ramsey and Purna Saggurti of Bank of America Corporation acted as financial advisors, Faiza J. Saeed, George F. Schoen, Allison M. Wein, Lauren Angelilli, Kara L. Mungovan, Eric W. Hilfers, Romica Singh, Christine A. Varney, Jesse M. Weiss, Kate F. Stamell, Craig F. Arcella, Nicholas A. Dorsey, Douglas C. Dolan, Michael S. Goldman, Emily C. Weiss, David J. Kappos, Matthew Morreale, Annmarie M. Terraciano, Joyce Law, Brian M. Budnick, Mose Hogan III and Dixing Tang of Cravath, Swaine & Moore LLP acted as legal advisors to Occidental. Jeffries LLC, Dan Ward of Evercore Group L.L.C. and Suhail Sikhtian of Goldman Sachs & Co. LLC acted as financial advisors and Mark Kelly of Vinson & Elkins LLP acted as legal advisor to Anadarko. J.P Morgan Chase & Co. acted as financial advisor to Anadarko Petroleum Corporation. M. Klein and Company, LLC acted as financial advisor for Occidental Petroleum.

Occidental Petroleum Corporation (NYSE:OXY) completed the acquisition of Anadarko Petroleum Corporation (NYSE:APC) on August 8, 2019. The closing of the transaction follows approval of the transaction by Anadarko's shareholders at a Special Meeting held on August 8, 2019. On August 8, 2019, Jennifer M. Kirk, then- current Vice President, Controller and Principal Accounting Officer, was appointed Senior Vice President, Integration. In connection therewith, Christopher O. Champion was appointed Vice President, Chief Accounting Officer and Controller of Occidental.