CPPIB Discloses 10.1% Stake in California Resources Corp

TL;DR

CPPIB now owns 10.1% of CRC, holding 25.5M shares. Watch for potential strategic moves.

AI Summary

On July 9, 2024, Canada Pension Plan Investment Board (CPPIB) filed a Schedule 13D, reporting beneficial ownership of 10.1% of California Resources Corp. (CRC) common stock. This filing indicates CPPIB now holds 25,499,100 shares, acquired through various transactions, and may engage in further discussions or actions regarding CRC's business.

Why It Matters

This filing signals a significant investment by a major Canadian pension fund in California Resources Corp, potentially influencing the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates potential for future activism or strategic discussions, which can introduce uncertainty and volatility.

Key Numbers

• 10.1% — Ownership Stake (CPPIB's beneficial ownership percentage in California Resources Corp.)
• 25,499,100 — Shares Owned (Total number of common shares beneficially owned by CPPIB.)

Key Players & Entities

• Canada Pension Plan Investment Board (company) — Filing entity and beneficial owner
• California Resources Corp (company) — Subject company
• Patrice Walch-Watson (person) — Contact person for CPPIB
• 25,499,100 (dollar_amount) — Number of shares beneficially owned
• 10.1% (dollar_amount) — Percentage of outstanding common stock owned
• July 9, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — ation (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securiti
• $51.96 — standing on January 1, 2024, divided by $51.96 (the “Agreed VWAP”), and (B

Filing Documents

• tm2418891d1_sc13d.htm (SC 13D) — 137KB
• tm2418891d1_ex5.htm (EX-5) — 7KB
• 0001104659-24-078572.txt ( ) — 146KB

Security and Issuer

Item 1. Security and Issuer. This statement on Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, par value $0.01 per share (the “Common Stock”), of California Resources Corporation, a Delaware corporation (the “Issuer”), whose principal executive office is located at 1 World Trade Center, Suite 1500, Long Beach, California 90831.

Identity and Background

Item 2. Identity and Background. The Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”): (1) Canada Pension Plan Investment Board (“CPPIB”) (2) CPP Investment Board Private Holdings (5), Inc. (“CPPIB-PH(5)”) (3) CPP Investment Board Private Holdings (6), Inc. (“CPPIB-PH(6)”) Each of the Reporting Persons are organized under the laws of Canada. The business address for each of the Reporting Persons is c/o CPPIB, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5 Canada. The principal business of CPPIB is investing the Canada Pension Plan fund. The principal business of each of CPPIB-PH(5) and CPPIB-PH(6) is an investment holding company. The directors and the executive officers of the Reporting Persons (the “Covered Persons”) are set forth in Schedule I hereto, including each Covered Person’s present principal occupation, which is incorporated herein by reference. During the last five years, none of the Reporting Persons or, to the Reporting Persons’ knowledge, any of the Covered Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

below summarizes certain provisions of the

Item 4 below summarizes certain provisions of the Merger Agreement (as defined below) that pertain to the securities acquired by the Reporting Persons. Pursuant to the Merger Agreement, upon consummation of the Business Combination (as defined below), the Reporting Person received 10,506,895 shares of Common Stock. CUSIP No. 13057Q305 13D Page 5 of 17 pages

Purpose of Transaction

Item 4. Purpose of Transaction. Business Combination On February 7, 2024, an Agreement and Plan of Merger (the “Merger Agreement”) was entered into among the Issuer, Petra Merger Sub I, LLC (“IKAV Merger Sub”), Petra Merger Sub C, LLC (“CPP Merger Sub”), Petra Merger Sub O, LLC (“COI Merger Sub”), Petra Merger Sub O2, LLC (“COI Merger Sub 2”), Petra Merger Sub O3, LLC (“COI Merger Sub 3”), each a Delaware limited liability company and a wholly owned direct subsidiary of the Issuer (collectively, “Initial Merger Subs”), Petra Merger Sub S, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of the Issuer (“Subsequent Merger Sub” and, together with Initial Merger Subs, collectively, “Merger Subs”), IKAV Impact USA Inc., a Delaware corporation (“IKAV Blocker”), CPPIB Vedder US Holdings LLC, a Delaware limited liability company (“CPP Blocker”), Opps Xb Aera E CTB, LLC, a Delaware limited liability company (“IKAV Co-Invest Blocker 1”), Opps XI Aera E CTB, LLC, a Delaware limited liability company (“IKAV Co-Invest Blocker 2” and together with IKAV Co-Invest Blocker 1, collectively, the “IKAV Co-Invest Blockers”), Green Gate COI, LLC, a Delaware limited liability company (“IKAV Co-Invest”, and together with IKAV Blocker, CPP Blocker, IKAV Co-Invest Blocker 1 and IKAV Co-Invest Blocker 2, collectively, the “Companies”), and solely for purposes of the Member Provisions (as defined in the Merger Agreement), IKAV Impact S. à r.l., Simlog Inc., and IKAV Energy Inc. (collectively, with IKAV S.à r.l. and Simlog Inc., “IKAV Member”), CPPIB-PH(6), OCM Opps Xb AIF Holdings (Delaware), L.P., a Delaware limited partnership (“IKAV Co-Invest Blocker 1 Member A”), Oaktree Huntington Investment Fund II AIF (Delaware), L.P. – C

of Schedule 13D

Item 4 of Schedule 13D.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) – (b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 89,192,640 shares of Common Stock outstanding following completion of the Business Combination, as disclosed by the Issuer to the Reporting Persons. CUSIP No. 13057Q305 13D Page 9 of 17 pages Reporting Person Amount beneficially owned Percent of class Sole power to vote or to direct the vote Shared power to vote or to direct the vote Sole power to dispose or to direct the disposition Shared power to dispose or to direct the disposition Canada Pension Plan Investment Board 10,506,895 11.8 % 0 10,506,895 0 10,506,895 CPP Investment Board Private Holdings (5), Inc. 10,506,895 11.8 % 0 10,506,895 0 10,506,895 CPP Investment Board Private Holdings (6), Inc. 10,506,895 11.8 % 0 10,506,895 0 10,506,895 The securities reported herein consist of 10,506,895 shares of Common Stock held of record by CPPIB-PH(6). CPPIB-PH(6) is the wholly owned subsidiary of CPPIB-PH(5), which is the wholly owned subsidiary of CPPIB. As such, each of the foregoing entities may be deemed to share beneficial (c) Except as described in Item 4, during the past 60 days, none of the Reporting Persons or, to the Reporting Persons’ knowledge, the Covered Persons have effected any transactions with respect to the Common Stock. (d) No person (other than the Repor

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

above summarizes certain provisions of the

Item 4 above summarizes certain provisions of the Merger Agreement, the Registration Rights Agreement and the Stockholder Agreement and is incorporated herein by reference. The Merger Agreement, Registration Rights Agreement and Stockholder Agreement are attached as exhibits to this Schedule 13D and are incorporated herein by reference. CUSIP No. 13057Q305 13D Page 10 of 17 pages

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits Exhibit Number Description 1 Joint Filing Agreement. 2 Agreement and Plan of Merger, dated February 7, 2024, among California Resources Corporation, a Delaware corporation, and the Members thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on February 9, 2024). 3 Registration Rights Agreement, by and between California Resources Corporation and the Sellers, dated as of July 1, 2024 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 1, 2024). 4 Stockholder Agreement, by and between California Resources Corporation and CPP Seller, dated as of July 1, 2024 (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 1, 2024). 5 Power of Attorney for Canada Pension Plan Investment Board CUSIP No. 13057Q305 13D Page 11 of 17 pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date : July 9, 2024 Canada Pension Plan Investment Board By: /s/ Ryan Barry Name: Ryan Barry Title: Managing Director, Head of Legal CPP Investment Board Private Holdings (5), Inc. By: /s/ Ryan Barry Name: Ryan Barry Title: Secretary CPP Investment Board Private Holdings (6), Inc. By: /s/ Ryan Barry Name: Ryan Barry Title: Secretary CUSIP No. 13057Q305 13D Page 12 of 17 pages Schedule I Directors and Officers of CPPIB The name, present principal occupation or employment, Directors of CPPIB Judith Athaide c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5 Principal Occupation: Corporate Executive, The Cogent Group Inc. Citizenship: Canada, United Kingdom Sylvia Chrominska c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5 Principal Occupation: Corporate Director Citizenship: Canada Dean Connor c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5 Principal Occupation: Corporate Director Citizenship: Canada William ‘Mark’ Evans c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5 Principal Occupation: Corporate Director Citizenship: Canada Ashleigh Everett c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5 Principal Occupation: Corporate Executive, Royal Canadian Securities Limited Citizenship: Canada Tahira Hassan c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5 Principal Occupation: Corporate Director Citizenship: Canada, Pakistan Nadir Moh

View Full Filing

View this SC 13D filing on SEC EDGAR