BUSINESS: Chevron Announces Pricing Terms For Its Note Tender Offers

dWeb.News Article from Daniel Webster dWeb.News

dWeb.News Article from Daniel Webster dWeb.News

by Daniel Webster, dWeb.News Publisher

SAN RAMON, Calif.–(BUSINESS WIRE)–Chevron Corporation (“Chevron”, NYSE: CVX) today announced the pricing terms of its previously announced 23 separate offers (the “Offers”) to purchase for cash up to $2.0 billion aggregate principal amount of outstanding notes of the series listed in the table below (collectively, the “Notes”). The Offers are 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”). The meanings of capitalized terms that are not in this announcement will be given in the Offer to Buy.

Set forth in the table below is the applicable Total Consideration (as defined in the Offer to Purchase) for each series of Notes, as calculated at 2: 00 p.m. (Eastern time) today, October 8, 2021, in accordance with the Offer to Purchase.

Acceptance
Priority Level(1)

Title of Security

Issuer

CUSIP/ISIN

Par Call Date(2)

Maturity Date

Principal
Amount
Outstanding
(millions)

Reference
U.S.
Treasury
Security(3)

Reference
U.S.
Treasury
Yield

Fixed
Spread
(basis
points) (3)

Total
Consideration
(2)(3)

1

7. 250% Senior Debentures Due 2097

Noble Energy, Inc.

655044AS4/ US655044AS49

NA

August 1, 2097

$84

2. 375% due 5/15/2051

2. 151%

170

$1,833. 56

2

5. 250% Notes due 2043

Chevron U.S.A. Inc.

166756AU0/ US166756AU09

May 15, 2043

November 15, 2043

$996

1. 750% due 08/15/2041

2. 105%

82

$1,370. 22

3

5. 250% Notes due 2043

Noble Energy, Inc.

655044AG0/ US655044AG01

May 15, 2043

November 15, 2043

$4

1. 750% due 08/15/2041

2. 105%

82

$1,370. 22

4

6. 000% Notes due 2041

Chevron U.S.A. Inc.

166756AT3 /US166756AT36

September 1, 2040

March 1, 2041

$839

1. 750% due 08/15/2041

2. 105%

67

$1,471. 53

5

6. 000% Notes due 2041

Noble Energy, Inc.

655044AE5 /US655044AE52

September 1, 2040

March 1, 2041

$11

1. 750% due 08/15/2041

2. 105%

67

$1,471. 53

6

5.050% Notes due 2044

Chevron U.S.A. Inc.

166756AV8 /US166756AV81

May 15, 2044

November 15, 2044

$845

1. 750% due 08/15/2041

2. 105%

85

$1,343. 50

7

5.050% Notes due 2044

Noble Energy, Inc.

655044AJ4 /US655044AJ40

May 15, 2044

November 15, 2044

$5

1. 750% due 08/15/2041

2. 105%

85

$1,343. 50

8

4. 950% Notes due 2047

Chevron U.S.A. Inc.

166756AW6 /US166756AW64

February 15, 2047

August 15, 2047

$495

2. 375% due 5/15/2051

2. 151%

75

$1,365. 85

9

4. 950% Notes due 2047

Noble Energy, Inc.

655044AN5 /US655044AN51

February 15, 2047

August 15, 2047

$5

2. 375% due 5/15/2051

2. 151%

75

$1,365. 85

10

7. 840% Medium-Term Notes, Series 1992 due 2033

Texaco Capital Inc.

88168LCV6 /US88168LCV62

NA

February 15, 2033

$10

1. 250% due 8/15/2031

1. 598%

93

$1,521. 00

11

8. 000% Debentures due 2032

Texaco Capital Inc.

881685BB6 /US881685BB68

NA

August 1, 2032

$75

1. 250% due 8/15/2031

1. 598%

90

$1,518. 05

12

2. 978% Notes Due 2040

Chevron Corporation

166764BZ2 /US166764BZ29

November 11, 2039

May 11, 2040

$500

1. 750% due 08/15/2041

2. 105%

60

$1,038. 82

13

8. 625% Debentures due 2032

Texaco Capital Inc.

881685AY7 /US881685AY70

NA

April 1, 2032

$147

1. 250% due 8/15/2031

1. 598%

90

$1,561. 36

14

8. 625% Debentures due 2031

Texaco Capital Inc.

881685AX9 /US881685AX97

NA

November 15, 2031

$108

1. 250% due 8/15/2031

1. 598%

85

$1,549. 33

15

4. 200% Notes due 2049

Chevron U.S.A. Inc.

166756AX4 /US166756AX48

April 15, 2049

October 15, 2049

$474

2. 375% due 5/15/2051

2. 151%

75

$1,245. 02

16

4. 200% Notes due 2049

Noble Energy, Inc.

655044AR6 /US655044AR65

April 15, 2049

October 15, 2049

$26

2. 375% due 5/15/2051

2. 151%

75

$1,245. 02

17

7. 250% Notes due 2023

Chevron U.S.A. Inc.

166756AM8 /US166756AM82

NA

October 15, 2023

$90

0. 250% due 09/30/2023

0. 320%

18

$1,134. 72

18

7. 250% Notes due 2023

Noble Energy, Inc.

654894AE4 /US654894AE49

NA

October 15, 2023

$10

0. 250% due 09/30/2023

0. 320%

18

$1,134. 72

19

3. 191% Notes Due 2023

Chevron Corporation

166764AH3 /US166764AH30

March 24, 2023

June 24, 2023

$2,250

0. 250% due 09/30/2023

0. 320%

-2

$1,041. 80

20

2. 566% Notes Due 2023

Chevron Corporation

166764BK5 /US166764BK59

March 16, 2023

May 16, 2023

$750

0. 250% due 09/30/2023

0. 320%

-2

$1,032. 26

21

3. 900% Notes due 2024

Chevron U.S.A. Inc.

166756AP1 /US166756AP14

August 15, 2024

November 15, 2024

$625

0. 375% due 09/15/2024

0. 577%

5

$1,092. 04

22

3. 900% Notes due 2024

Noble Energy, Inc.

655044AH8 /US655044AH83

August 15, 2024

November 15, 2024

$25

0. 375% due 09/15/2024

0. 577%

5

$1,092. 04

23

2. 895% Notes Due 2024

Chevron Corporation

166764BT6 /US166764BT68

January 3, 2024

March 3, 2024

$1,000

0. 375% due 09/15/2024

0. 577%

-8

$1,053. 00

(1)

Subject to the satisfaction or waiver of the conditions of the Offers described in the Offer to Purchase, if the Maximum Purchase Condition (as defined below) is not satisfied with respect to every series of Notes, Chevron will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in the table above (with 1 being the highest Acceptance Priority Level and 23 being the lowest Acceptance Priority Level). If a particular series of Notes has a lower Acceptance Priority level, it is possible for them to be rejected for purchase.

(2)

For each series of Notes in respect of which a par call date is indicated, the calculation of the applicable Total Consideration has been performed taking into account such par call date.

(3)

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 has been based on the fixed spread specified in the table above (the “Fixed Spread”) for such series of Notes, plus the yield of the specified Reference U.S. Treasury Security for that series as quoted on the Bloomberg reference page “FIT1” as of 2: 00 p.m. (Eastern time) on October 8, 2021. See “Description of the Offers–Determination of the Total Consideration.” The Total Consideration does not include the applicable Accrued Coupon Payment as defined below), which will be payable in cash in addition to the applicable Total Consideration.

The Offers will each expire at 5: 00 p.m. (Eastern time) on October 8, 2021, unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Expiration Date”). Notes may be validly withdrawn at any time at or prior to 5: 00 p.m. (Eastern time) on the Expiration Date, unless extended, but not thereafter, unless extended by Chevron.

For Holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Tender Offer Documents, the deadline to validly tender Notes using the Guaranteed Delivery Procedures will be the second business day after the Expiration Date and is expected to be 5: 00 p.m. (Eastern time) on October 13, 2021 (the “Guaranteed Delivery 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. Each of the Initial Settlement Date and the Guaranteed Delivery Settlement Date is herein referred to as a “Settlement Date.”

Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders whose Notes are accepted for purchase in the Offers will receive the applicable Total Consideration for each $1,000 principal amount of such Notes in cash on the applicable Settlement Date. Holders who accept Notes for purchase will be paid a cash payment equaling the accrued interest and unpaid fees on such Notes, excluding the Initial Settlement Date (the “Accrued coupon payment”). All Notes accepted under the Guaranteed Delivery Procedures will cease to accrue interest on the Initial Settlement Day. Holders who have their Notes accepted for purchase pursuant to these procedures will not be paid any interest during the period between and including the Initial Settlement date.

GENERAL

This announcement is for informational purposes only. This announcement does not constitute an offer to buy or solicitation to sell Notes or other securities of the Company, or any subsidiaries thereof. The Offer to Purchase is the sole reason for the Offer to Purchase. Holders of Notes will not receive the Offers if they are not in compliance with any securities, blue-sky or other laws. The Offers must be made in accordance with the blue sky or securities laws in any jurisdiction where the dealer or broker is required to make them.

This announcement, the Offer To Purchase, or any material regarding us or the Notes has not been or will be allowed to circulate, distribute, or be distributed in any jurisdiction. This announcement, the Offer of Purchase, and any other advertising material in connection with the Offers cannot be distributed or published in any country.

Chevron ranks among the top integrated energy companies in the world. To make the world more prosperous and sustainably, we believe that affordable, reliable, and always-cleaner energy are essential. Chevron produces crude oil, natural gas, and petrochemicals. We also develop technologies to enhance our industry and business. We are committed to advancing a low-carbon future by reducing carbon intensity and growing 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. These forward-looking statements are identified by words and phrases like “anticipates”, “intends,”

, “CAUTIONARY STATEMENTS RELATED TO FORWARD-LOOKING INFORMATION881685 Actual results and outcomes may differ materially from those projected or expressed in forward-looking statements. These forward-looking statements are only valid as of the date of the news release. If required by law, Chevron does not undertake to revise any forward-looking statements.

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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