Chevron Corporation 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aggregate principal amount of the Notes were validly tendered prior to or at the Expiration Date and not validly withdrawn.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about the Offers, including the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn prior to the Expiration Date and the aggregate principal amount of Notes reflected in Notices of Guaranteed Delivery delivered at or prior to the Expiration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.
