Chevron Corporation (“Chevron”, NYSE: CVX) today announced (i)
the results of its previously announced 23 separate offers (the
“Offers”) to purchase for cash the notes of the series listed in
the table below (collectively, the “Notes”) and (ii) that it has
amended the Offers by increasing the applicable Maximum Purchase
Amount from $2.0 billion to $2,609,010,000. The Offers were made
upon the terms and subject to the conditions set forth in the Offer
to Purchase dated October 4, 2021 relating to the Notes (the “Offer
to Purchase”) and the accompanying notice of guaranteed delivery
(the “Notice of Guaranteed Delivery”) and, as applicable, the
letter of transmittal (together with the Offer to Purchase and
Notice of Guaranteed Delivery, the “Tender Offer Documents”).
Capitalized terms used but not defined in this announcement have
the meanings given to them in the Offer to Purchase.
The Offers expired at 5:00 p.m. (Eastern time) on October 8,
2021 (the “Expiration Date”). The Initial Settlement Date will be
the first business day after the Expiration Date and is expected to
be October 12, 2021. The Guaranteed Delivery Settlement Date will
be the first business day after the Guaranteed Delivery Date and is
expected to be October 14, 2021.
According to information provided by D.F. King & Co, Inc.,
the Information Agent and Tender Agent in connection with the
Offers, $4,187,829,000 combined aggregate principal amount of the
Notes were validly tendered prior to or at the Expiration Date and
not validly withdrawn. In addition, $28,108,000 combined aggregate
principal amount of the Notes were tendered pursuant to the
Guaranteed Delivery Procedures and remain subject to the Holders’
performance of the delivery requirements under such procedures. The
table below provides certain information about the Offers,
including the aggregate principal amount of each series of Notes
validly tendered and not validly withdrawn prior to the Expiration
Date and the aggregate principal amount of Notes reflected in
Notices of Guaranteed Delivery delivered at or prior to the
Expiration Time pursuant to the Tender Offer Documents.
Acceptance Priority
Level
Title of Security
Issuer
CUSIP/ISIN
Principal Amount
Outstanding (millions)
Total Consideration
(1)
Principal Amount
Tendered(2)
Principal Amount
Accepted(2)
Principal Amount Reflected in
Notices of Guaranteed Delivery
1
7.250% Senior Debentures Due 2097
Noble Energy, Inc.
655044AS4/ US655044AS49
$84
$1,833.56
$24,012,000
$24,012,000
—
2
5.250% Notes due 2043
Chevron U.S.A. Inc.
166756AU0/ US166756AU09
$996
$1,370.22
$666,797,000
$666,797,000
$1,230,000
3
5.250% Notes due 2043
Noble Energy, Inc.
655044AG0/ US655044AG01
$4
$1,370.22
$1,310,000
$1,310,000
—
4
6.000% Notes due 2041
Chevron U.S.A. Inc.
166756AT3 /US166756AT36
$839
$1,471.53
$448,055,000
$448,055,000
$8,120,000
5
6.000% Notes due 2041
Noble Energy, Inc.
655044AE5 /US655044AE52
$11
$1,471.53
$290,000
$290,000
—
6
5.050% Notes due 2044
Chevron U.S.A. Inc.
166756AV8 /US166756AV81
$845
$1,343.50
$621,743,000
$621,743,000
$1,003,000
7
5.050% Notes due 2044
Noble Energy, Inc.
655044AJ4 /US655044AJ40
$5
$1,343.50
$5,060,000
$5,060,000
—
8
4.950% Notes due 2047
Chevron U.S.A. Inc.
166756AW6 /US166756AW64
$495
$1,365.85
$308,380,000
$308,380,000
$922,000
9
4.950% Notes due 2047
Noble Energy, Inc.
655044AN5 /US655044AN51
$5
$1,365.85
$4,245,000
$4,245,000
—
10
7.840% Medium-Term Notes, Series 1992 due
2033
Texaco Capital Inc.
88168LCV6 /US88168LCV62
$10
$1,521.00
$0
$0
—
11
8.000% Debentures due 2032
Texaco Capital Inc.
881685BB6 /US881685BB68
$75
$1,518.05
$13,887,000
$13,887,000
—
12
2.978% Notes Due 2040
Chevron Corporation
166764BZ2 /US166764BZ29
$500
$1,038.82
$206,458,000
$206,458,000
$1,212,000
13
8.625% Debentures due 2032
Texaco Capital Inc.
881685AY7 /US881685AY70
$147
$1,561.36
$25,000,000
$25,000,000
—
14
8.625% Debentures due 2031
Texaco Capital Inc.
881685AX9 /US881685AX97
$108
$1,549.33
$5,938,000
$5,938,000
$105,000
15
4.200% Notes due 2049
Chevron U.S.A. Inc.
166756AX4 /US166756AX48
$474
$1,245.02
$257,937,000
$257,937,000
$7,306,000
16
4.200% Notes due 2049
Noble Energy, Inc.
655044AR6 /US655044AR65
$26
$1,245.02
$0
$0
—
17
7.250% Notes due 2023
Chevron U.S.A. Inc.
166756AM8 /US166756AM82
$90
$1,134.72
$45,099,000
$0
—
18
7.250% Notes due 2023
Noble Energy, Inc.
654894AE4 /US654894AE49
$10
$1,134.72
$5,535,000
$0
—
19
3.191% Notes Due 2023
Chevron Corporation
166764AH3 /US166764AH30
$2,250
$1,041.80
$731,881,000
$0
$2,473,000
20
2.566% Notes Due 2023
Chevron Corporation
166764BK5 /US166764BK59
$750
$1,032.26
$177,355,000
$0
$751,000
21
3.900% Notes due 2024
Chevron U.S.A. Inc.
166756AP1 /US166756AP14
$625
$1,092.04
$259,316,000
$0
$2,294,000
22
3.900% Notes due 2024
Noble Energy, Inc.
655044AH8 /US655044AH83
$25
$1,092.04
$16,766,000
$0
—
23
2.895% Notes Due 2024
Chevron Corporation
166764BT6 /US166764BT68
$1,000
$1,053.00
$362,765,000
$0
$2,692,000
________________________________
(1)
The Total Consideration for each
series of Notes (such consideration, the “Total Consideration”)
payable per each $1,000 principal amount of such series of Notes
validly tendered for purchase.
(2)
The amounts exclude the principal
amounts of Notes for which Holders have complied with certain
procedures applicable to guaranteed delivery pursuant to the
Guaranteed Delivery Procedures (as defined in the Offer to
Purchase). Such amounts remain subject to the Guaranteed Delivery
Procedures. Notes tendered pursuant to the Guaranteed Delivery
Procedures are required to be tendered at or prior to 5:00 p.m.,
New York City time, on October 13, 2021.
Overall, $2,589,112,000 principal amount of Notes have been
accepted for purchase. The amounts in the foregoing sentence also
exclude Notes delivered pursuant to the Guaranteed Delivery
Procedures (as defined in the Offer to Purchase). The Maximum
Purchase Condition (after giving effect to the increase described
above) has been satisfied with respect to the Offers in respect of
the series of Notes with Acceptance Priority Levels of 1-16.
Accordingly, all Notes of those series that have been validly
tendered and not validly withdrawn at or prior to the Expiration
Time have been accepted for purchase. Because the Maximum Purchase
Condition was not satisfied with respect to the series of Notes
with Acceptance Priority Levels lower than 16, Chevron has not
accepted any Notes of such series (as indicated in the table above)
and will promptly return all validly tendered Notes of such series
to the respective tendering Holders.
Upon the terms and subject to the conditions set forth in the
Tender Offer Documents, Holders whose Notes have been accepted for
purchase by us, will receive the applicable Total Consideration
specified in the table above for each $1,000 principal amount of
Notes, as applicable, which will be payable in cash. In addition to
the applicable Total Consideration, Holders whose Notes are
accepted for purchase will be paid the Accrued Coupon Payment.
Interest will cease to accrue on the Initial Settlement Date for
all Notes accepted in the Offers, including those tendered through
the Guaranteed Delivery Procedures.
Chevron retained J.P. Morgan Securities LLC and Barclays Capital
Inc. to act as the lead dealer managers for the Offers and BNP
Paribas Securities Corp., Standard Chartered Bank, and SG Americas
Securities, LLC to act as co-dealer managers of the Offers.
Questions regarding the terms and conditions for the Offers should
be directed to J.P. Morgan at (866) 834-4666 (toll-free) or (212)
834-3424 (collect) or Barclays at (800) 438-3242 (toll-free) or
(212) 528-7581 (collect).
D.F. King & Co, Inc. acted as the Tender Agent and the
Information Agent for the Offers. Questions or requests for
assistance related to the Offers or for additional copies of the
Offer to Purchase may be directed to D.F. King & Co, Inc. at
(866) 796-7184 or by email at chevron@dfking.com. You may also
contact your broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Offers. The Tender
Offer Documents can be accessed at the following link:
http://www.dfking.com/chevron.
The tender offers are subject to the satisfaction of certain
conditions. If any of the conditions is not satisfied, Chevron is
not obligated to accept for payment, purchase or pay for, and may
delay the acceptance for payment of, any tendered Notes, in each
event subject to applicable laws, and may terminate or alter any or
all of the Offers.
GENERAL
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to sell any Notes or any other securities of the Company or
any of its subsidiaries. The Offers were made solely pursuant to
the Offer to Purchase. The Offers were not made to Holders of Notes
in any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction. In any jurisdiction in which the securities laws
or blue sky laws require the Offers to be made by a licensed broker
or dealer, the Offers will be deemed to have been made on behalf of
the Company by the Dealer Managers or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
No action has been or will be taken in any jurisdiction that
would permit the possession, circulation or distribution of either
this announcement, the Offer to Purchase or any material relating
to us or the Notes in any jurisdiction where action for that
purpose is required. Accordingly, neither this announcement, the
Offer to Purchase nor any other offering material or advertisements
in connection with the Offers may be distributed or published, in
or from any such country or jurisdiction, except in compliance with
any applicable rules or regulations of any such country or
jurisdiction.
Chevron is one of the world’s leading integrated energy
companies. We believe affordable, reliable and ever-cleaner energy
is essential to achieving a more prosperous and sustainable world.
Chevron produces crude oil and natural gas; manufactures
transportation fuels, lubricants, petrochemicals and additives; and
develops technologies that enhance our business and the industry.
To advance a lower carbon future, we are focused on lowering the
carbon intensity in our operations and growing our lower carbon
businesses. More information about Chevron is available at
www.chevron.com.
CAUTIONARY STATEMENTS
RELEVANT TO FORWARD-LOOKING INFORMATION
This news release contains forward-looking statements that are
based on management's current expectations, estimates and
projections. Words or phrases such as “anticipates,” “expects,”
“intends,” “plans,” “targets,” “advances,” “commits,” “drives,”
“aims,” “forecasts,” “projects,” “believes,” “approaches,” “seeks,”
“schedules,” “estimates,” “positions,” “pursues,” “may,” “can,”
“could,” “should,” “will,” “budgets,” “outlook,” “trends,”
“guidance,” “focus,” “on track,” “goals,” “objectives,”
“strategies,” “opportunities,” “poised,” “potential,” “ambitions,”
“aspires,” and similar expressions are intended to identify such
forward-looking statements. 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, Chevron
undertakes no obligation to update any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Among the important factors that could cause actual results and
future prospects or that could cause events or circumstances 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 (OPEC) and
other producing countries; public health crises, such as pandemics)
and epidemics, and any related government policies and actions;
changing economic, regulatory and political environments in the
various countries in which we operate; general domestic and
international economic and political conditions; changing refining,
marketing and chemicals margins; our 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 our suppliers, vendors,
partners and equity affiliates; the inability or failure of our
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 our operations due to war, accidents,
political events, civil unrest, severe weather, cyber threats,
terrorist acts, or other natural or human causes beyond our
control; the potential liability for remedial actions or
assessments under existing or future environmental regulations and
litigation; significant operational, investment or product changes
undertaken or 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; our 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, taxes and tax audits, tariffs, sanctions,
changes in fiscal terms or restrictions on scope of company
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; our 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 23 of the company’s 2020 Annual Report on Form 10-K and
in subsequent filings with the U.S. Securities and Exchange
Commission.
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