For Notes to be Issued by Chevron U.S.A. Inc.
and Guaranteed by Chevron Corporation
Chevron Corporation (“Chevron”) (NYSE:CVX) and Chevron U.S.A.
Inc. (“CUSA”) today announced that, as of 5:00 p.m., New York City
time, on December 16, 2020 (the “Early Participation Date”), the
aggregate principal amount of the ten series of notes described in
the table below (collectively, the “Old Notes”) issued by Noble
Energy, Inc. (“Noble Energy”) had been validly tendered and not
validly withdrawn in connection with Chevron’s and CUSA’s
previously announced offers to exchange (the “exchange offers”) all
validly tendered (and not validly withdrawn) and accepted Old Notes
of each such series for new notes to be issued by CUSA and fully
and unconditionally guaranteed by Chevron (collectively, the “CUSA
Notes”), and the related solicitations of consents (the “consent
solicitations”) to certain proposed amendments to the corresponding
indentures pursuant to which such Old Notes were issued (the “Noble
Indentures”). A registration statement on Form S-4 (File Nos.
333-251094 and 333-251094-1) (the “Registration Statement”)
relating to the exchange offers and consent solicitations was filed
with the Securities and Exchange Commission (“SEC”) on December 3,
2020 (as amended by Pre-Effective Amendment No. 1 to the
Registration Statement filed with the SEC on December 4, 2020) and
declared effective on December 11, 2020.
Aggregate Principal Amount
(mm)
Title of Series of Old
Notes
Issuer
CUSIP No.
Aggregate Principal Amount
Tendered in the Exchange Offers as of the Early Participation
Date
Aggregate Principal Amount of
Consents Received as of the Early Participation Date
Percentage of Total
Outstanding Principal Amount of such Series of Old Notes with
Respect to Which Consents Were Received
$100
7.250% Notes due 2023(1)
Noble Energy, Inc.(2)
654894AE4
$90,399,000
$90,399,000
90.40%
$650
3.900% Notes due 2024(1)
Noble Energy, Inc.
655044AH8
$624,373,000
$624,373,000
96.06%
$250
8.000% Senior Notes due
2027(1)
Noble Energy, Inc.(2)
654894AF1
$234,038,000
$234,038,000
93.62%
$600
3.850% Notes due 2028(1)
Noble Energy, Inc.
655044AP0
$596,604,000
$596,604,000
99.43%
$500
3.250% Notes due 2029(1)
Noble Energy, Inc.
655044AQ8
$499,205,000
$499,205,000
99.84%
$850
6.000% Notes due 2041(1)
Noble Energy, Inc.
655044AE5
$831,679,000
$831,679,000
97.84%
$1,000
5.250% Notes due 2043(1)
Noble Energy, Inc.
655044AG0
$995,653,000
$995,653,000
99.57%
$850
5.050% Notes due 2044(1)
Noble Energy, Inc.
655044AJ4
$842,407,000
$842,407,000
99.11%
$500
4.950% Notes due 2047(1)
Noble Energy, Inc.
655044AN5
$492,385,000
$492,385,000
98.48%
$500
4.200% Notes due 2049(1)
Noble Energy, Inc.
655044AR6
$474,340,000
$474,340,000
94.87%
(1)
The requisite consents for adopting the
proposed amendments to the applicable Noble Indenture were received
for this series of Old Notes.
(2)
Formerly known as Noble Affiliates,
Inc.
The deadline to receive the Early Participation Premium (as
defined below) has been extended beyond the Early Participation
Date to 9:00 a.m., New York City time, on January 4, 2021, unless
extended or earlier terminated (the “Expiration Date”), such that
in exchange for each $1,000 principal amount of Old Notes that is
validly tendered after the Early Participation Date but prior to
the Expiration Date and not validly withdrawn, holders of such Old
Notes will be eligible to receive the Total Consideration (as
defined below).
The Consent Revocation
Deadline for all series of Old Notes has not been extended and
occurred on 5:00 p.m., New York City time, on December 16, 2020. As
a result, consents to amend the Noble Indentures that have been
validly delivered in connection with any Old Notes may no longer be
revoked.
The exchange offers and consent solicitations are being made
pursuant to the terms and conditions set forth in the CUSA and
Chevron prospectus, dated December 11, 2020 (the “Prospectus),
related to the Registration Statement, and the related Letter of
Transmittal and Consent (the “Letter of Transmittal”). The exchange
offers and consent solicitations commenced on December 3, 2020 and
expire on the Expiration Date. In exchange for each $1,000
principal amount of Old Notes that were validly tendered prior to
the Early Participation Date, and not validly withdrawn, holders of
such Old Notes will be eligible to receive the total consideration
(the “Total Consideration”), which consists of $1,000 principal
amount of the corresponding CUSA Notes. The Total Consideration
includes an early participation premium (the “Early Participation
Premium”), which consists of $30 principal amount of the
corresponding series of CUSA Notes per $1,000 principal amount of
Old Notes.
Tenders of Old Notes in connection with any of the exchange
offers may be withdrawn at any time prior to the Expiration Date of
the applicable exchange offer. Following the Expiration Date,
tenders of Old Notes may not be validly withdrawn unless Chevron
and CUSA are otherwise required by law to permit withdrawal.
The CUSA Notes will be unsecured and unsubordinated obligations
of CUSA and will rank equally with all other unsecured and
unsubordinated indebtedness of CUSA issued from time to time. Each
CUSA note will be fully and unconditionally guaranteed by Chevron.
Chevron’s guarantees will rank pari passu with Chevron’s other
unsecured and unsubordinated indebtedness for borrowed money.
Each CUSA Note issued in exchange for an Old Note will have an
interest rate and maturity that is identical to the interest rate
and maturity of the tendered Old Note, as well as identical
interest payment dates and optional redemption prices (subject to
certain technical changes to ensure that calculations of the
treasury rate are consistent with the method used in CUSA’s recent
issuances of senior notes). No accrued but unpaid interest will be
paid on the Old Notes in connection with the exchange offers.
However, interest on the applicable CUSA Note will accrue from and
including the most recent interest payment date of the tendered Old
Note. Subject to the minimum denominations as described in the
Registration Statement, the principal amount of each CUSA Note will
be rounded down, if necessary, to the nearest whole multiple of
$1,000, and CUSA will pay a cash rounding amount equal to the
remaining portion, if any, of the exchange price of such Old Note,
plus accrued and unpaid interest with respect to such portion of
the Old Notes not exchanged.
Questions concerning the terms
of the exchange offers or the consent solicitations for the Old
Notes should be directed to the dealer manager and solicitation
agent:
BofA Securities, Inc. One Bryant Park New York, New York 10036 Phone: (704) 999-4067 Email: debt_advisory@bofa.com
Questions concerning tender
procedures for the Old Notes and requests for additional copies of
the Prospectus and the Letter of Transmittal should be directed to
the exchange agent and information agent:
D.F. King & Co., Inc. 48 Wall Street, 22nd Floor
New York, New York 10005
Phone: (212) 269-5550
Email: chevron@dfking.com
https://www.dfking.com/chevron
Subject to applicable law,
each exchange offer and each consent solicitation is being made
independently of the other exchange offers and consent
solicitations, and Chevron and CUSA reserve the right to terminate,
withdraw or amend each exchange offer and each consent solicitation
independently of the other exchange offers and consent
solicitations at any time and from time to time, as described in
the Registration Statement.
This press release is not an
offer to sell or a solicitation of an offer to buy any of the
securities described herein and is not a solicitation of the
related consents. The exchange offers and consent solicitations may
be made solely pursuant to the terms and conditions of the
Prospectus, the Letter of Transmittal and the other related
materials. The exchange offers and consent solicitations are not
being made in any state or jurisdiction in which such offers or
solicitations would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
The CUSA Notes are not
intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area (“EEA”) or in the
United Kingdom (“UK”). For these purposes, a retail investor means
a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
“MiFID II”); or (ii) a customer within the meaning of Directive
(EU) 2016/97, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in
Regulation (EU) 2017/1129. Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the
“PRIIPs Regulation”) for offering or selling the CUSA Notes or
otherwise making them available to retail investors in the EEA or
in the UK has been prepared and therefore offering or selling the
CUSA Notes or otherwise making them available to any retail
investor in the EEA or in the UK may be unlawful under the PRIIPs
Regulation.
This communication is only
being distributed to and is only directed at: (i) persons who are
outside the UK; or (ii) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “FPO”); or (iii) high net
worth companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the FPO
(all such persons together being referred to as “relevant
persons”). The CUSA Notes are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire such CUSA Notes will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or
rely on this communication or any of its contents.
CAUTIONARY STATEMENTS RELEVANT TO
FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE HARBOR”
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
This news release contains certain forward-looking statements
relating to the operations of Chevron and its consolidated
subsidiaries including CUSA (the “Company”) that are based on
management's current expectations, estimates and projections about
the petroleum, chemicals and other energy-related industries. Words
or phrases such as “anticipates,” “expects,” “intends,” “plans,”
“targets,” “forecasts,” “projects,” “believes,” “seeks,”
“schedules,” “estimates,” “positions,” “pursues,” “may,” “could,”
“should,” “will,” “budgets,” “outlook,” “trends,” “guidance,”
“focus,” “on schedule,” “on track,” “is slated,” “goals,”
“objectives,” “strategies,” “opportunities,” “poised,” “potential”
and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of
future performance and are subject to certain risks, uncertainties
and other factors, many of which are beyond the Company’s control
and are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted
in such forward-looking statements. The reader should not place
undue reliance on these forward-looking statements, which speak
only as of the date of this news release. Unless legally required,
the Company undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Among the important factors that could cause actual results to
differ materially from those in the forward-looking statements are:
changing crude oil and natural gas prices and demand for our
products, and production curtailments due to market conditions;
crude oil production quotas or other actions that might be imposed
by the Organization of Petroleum Exporting Countries and other
producing countries; public health crises, such as pandemics
(including the novel coronavirus (“COVID-19”) pandemic) and
epidemics, and any related government policies and actions;
changing economic, regulatory and political environments in the
various countries in which the Company operates; general domestic
and international economic and political conditions; changing
refining, marketing and chemicals margins; the Company’s ability to
realize anticipated cost savings, expenditure reductions and
efficiencies associated with enterprise transformation initiatives;
actions of competitors or regulators; timing of exploration
expenses; timing of crude oil liftings; the competitiveness of
alternate-energy sources or product substitutes; technological
developments; the results of operations and financial condition of
the Company’s suppliers, vendors, partners and equity affiliates,
particularly during extended periods of low prices for crude oil
and natural gas during the COVID-19 pandemic; the inability or
failure of the Company’s joint-venture partners to fund their share
of operations and development activities; the potential failure to
achieve expected net production from existing and future crude oil
and natural gas development projects; potential delays in the
development, construction or start-up of planned projects; the
potential disruption or interruption of the Company’s operations
due to war, accidents, political events, civil unrest, severe
weather, cyber threats, terrorist acts, or other natural or human
causes beyond the Company’s control; the potential liability for
remedial actions or assessments under existing or future
environmental regulations and litigation; significant operational,
investment or product changes required by existing or future
environmental statutes and regulations, including international
agreements and national or regional legislation and regulatory
measures to limit or reduce greenhouse gas emissions; the potential
liability resulting from pending or future litigation; the ability
to successfully integrate the operations of the Company and Noble
Energy and achieve the anticipated benefits from the transaction;
the Company’s other future acquisitions or dispositions of assets
or shares or the delay or failure of such transactions to close
based on required closing conditions; the potential for gains and
losses from asset dispositions or impairments; government mandated
sales, divestitures, recapitalizations, industry-specific taxes,
tariffs, sanctions, changes in fiscal terms or restrictions on
scope of the Company’s operations; foreign currency movements
compared with the U.S. dollar; material reductions in corporate
liquidity and access to debt markets; the receipt of required board
authorizations to pay future dividends; the effects of changed
accounting rules under generally accepted accounting principles
promulgated by rule-setting bodies; the Company’s ability to
identify and mitigate the risks and hazards inherent in operating
in the global energy industry; and the factors set forth under the
heading “Risk Factors” on pages 18 through 21 of Chevron’s 2019
Annual Report on Form 10-K, in Chevron’s Quarterly Reports on Form
10-Q for the quarters ended September 30, 2020, June 30, 2020 and
March 31, 2020, and in subsequent filings with the SEC. Other
unpredictable or unknown factors not discussed in this news release
could also have material adverse effects on forward-looking
statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201217006125/en/
Sean Comey, +1-925-842-5509
Chevron (NYSE:CVX)
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