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 the commencement of offers to exchange (the “exchange
offers”) any and all validly tendered (and not validly withdrawn)
and accepted notes of the ten series of notes described in the
table below (collectively, the “Old Notes”) issued by Noble Energy,
Inc. (“Noble Energy”) for notes to be issued by CUSA and fully and
unconditionally guaranteed by Chevron as described in the table
below (collectively, the “CUSA Notes”). A registration statement on
Form S-4 relating to the issuance of the CUSA Notes was filed with
the Securities and Exchange Commission (“SEC”) on December 3, 2020
(the “Registration Statement”) but has not yet been declared
effective. Copies of the Prospectus and the Letter of Transmittal
(each as defined below) are available to holders through the
exchange agent and information agent, D.F. King & Co., Inc., by
calling (212) 269-5550 (toll-free) or emailing
chevron@dfking.com. More
information is available online here.
Aggregate Principal Amount
(mm)
Title of Series of Old
Notes
Issuer
CUSIP No.
Title of Series of Notes to be
Issued by CUSA and Guaranteed by Chevron
Exchange Consideration
(1)
Early Participation Premium
(1)
Total
Consideration (1)(2)
$100
7.250% Notes due 2023
Noble Energy, Inc.(3)
654894AE4
7.250% Notes due 2023
$970
$30
$1,000
$650
3.900% Notes due 2024
Noble Energy, Inc.
655044AH8
3.900% Notes due 2024
$970
$30
$1,000
$250
8.000% Senior Notes due 2027
Noble Energy, Inc.(3)
654894AF1
8.000% Notes due 2027
$970
$30
$1,000
$600
3.850% Notes due 2028
Noble Energy, Inc.
655044AP0
3.850% Notes due 2028
$970
$30
$1,000
$500
3.250% Notes due 2029
Noble Energy, Inc.
655044AQ8
3.250% Notes due 2029
$970
$30
$1,000
$850
6.000% Notes due 2041
Noble Energy, Inc.
655044AE5
6.000% Notes due 2041
$970
$30
$1,000
$1,000
5.250% Notes due 2043
Noble Energy, Inc.
655044AG0
5.250% Notes due 2043
$970
$30
$1,000
$850
5.050% Notes due 2044
Noble Energy, Inc.
655044AJ4
5.050% Notes due 2044
$970
$30
$1,000
$500
4.950% Notes due 2047
Noble Energy, Inc.
655044AN5
4.950% Notes due 2047
$970
$30
$1,000
$500
4.200% Notes due 2049
Noble Energy, Inc.
655044AR6
4.200% Notes due 2049
$970
$30
$1,000
(1)
Consideration in the form of principal
amount of CUSA Notes (referring to the series of CUSA Notes
corresponding to the series of Old Notes of like tenor and coupon)
per $1,000 principal amount of Old Notes validly tendered and
accepted for exchange, subject to any rounding as described
herein.
(2)
Includes the Early Participation Premium
(as defined below) for Old Notes validly tendered prior to the
Early Participation Date described below and not validly
withdrawn.
(3)
Formerly known as Noble Affiliates,
Inc.
In connection with the
exchange offers, Chevron and CUSA are also soliciting consents (the
“consent solicitations”) from holders of the Old Notes (on behalf
of Noble Energy) to certain proposed amendments to the
corresponding indentures pursuant to which such Old Notes were
issued (the “Noble Indentures”) which will modify or eliminate
certain reporting requirements, restrictive covenants and Events of
Default in the Noble Indentures and align such provisions with the
terms of all the existing senior notes previously issued by CUSA
and guaranteed by Chevron. If the proposed amendments become
effective with respect to any series of Old Notes, the amendments
will apply to all Old Notes of such series not tendered in the
applicable exchange offer.
The exchange offers and
consent solicitations commenced on December 3, 2020 and expire at 9:00 a.m.,
New York City time, on January 4, 2021, unless extended or earlier
terminated (the “Expiration Date”). In exchange for each $1,000
principal amount of Old Notes that is validly tendered prior to
5:00 p.m., New York City time, on December 16, 2020, unless
extended (such date and time, as it may be extended, the “Early
Participation Date”), and not validly withdrawn, holders of such
Old Notes will be eligible to receive the total consideration set
out in the table above (the “Total Consideration”), which consists
of $1,000 principal amount of the corresponding CUSA Notes. The
Total Consideration includes an early participation premium set out
in the table above (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. 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 only the exchange consideration
set out in the table above (the “Exchange Consideration”). The
consummation of each exchange offer is subject to, and conditional
upon, the satisfaction or, where permitted, waiver of the
conditions in the Registration Statement. Chevron and CUSA may, at
their option and in their sole discretion, waive any such
conditions except for the condition that the registration statement
of which this prospectus forms a part has been declared effective
by the SEC. All conditions to the exchange offers must be satisfied
or, where permitted, waived, at or by the Expiration
Date.
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, NY 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
The exchange offers and
consent solicitations are being made pursuant to the terms and
conditions set forth in CUSA and Chevron’s prospectus, dated
December 3, 2020 (the “Prospectus), which forms a part of the
Registration Statement, and the related Letter of Transmittal and
Consent (the “Letter of Transmittal”). 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. Consents to the proposed amendments may
be revoked at any time prior to 5:00 p.m., New York City time, on
December 16, 2020, unless extended (the “Consent Revocation
Deadline”), but may not be revoked at any time thereafter. Consents
may be revoked only by validly withdrawing the associated tendered
Old Notes. A valid withdrawal of tendered Old Notes prior to the
Consent Revocation Deadline will be deemed to be a concurrent
revocation of the related consent to the proposed amendments to the
relevant Noble Indenture.
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 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 United Kingdom; 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 document 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/20201203005309/en/
Sean Comey, +1-925-842-5509
Chevron (NYSE:CVX)
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