Chevron lifts cap on oversubscribed tender offers for 23 series

By Marisa Wong

Los Angeles, Oct. 12 – Chevron Corp. announced the results of its separate offers to purchase for cash notes from 23 series in a press release on Monday.

Chevron also said it amended the offers by increasing the maximum purchase amount to $2,609,010,000 from $2 billion.

The offers began on Oct. 4 and expired at 5 p.m. ET on Oct. 8.

Overall, $2,589,112,000 of notes have been accepted for purchase. That amount excludes notes tendered under guaranteed delivery procedures.

Holders had tendered a total of $4,187,829,000 of notes issued by Chevron and some of its subsidiaries as follows, with the notes listed in order of acceptance priority level and prices per $1,000 of notes:

• $24,012,000 of the $84 million outstanding 7.25% senior debentures due Aug. 1, 2097 issued by Noble Energy, Inc. (Cusip: 655044AS4), all of which was accepted for purchase at $1,833.56, calculated based on the 2.375% U.S. Treasury due May 15, 2051 plus 170 basis points;

• $666,797,000 of the $996 million outstanding 5.25% notes due Nov. 15, 2043 issued by Chevron U.S.A. Inc. (Cusip: 166756AU0), all of which was accepted for purchase, as well as $1.23 million tendered under guaranteed delivery procedures, at $1,370.22, based on the May 15, 2043 par call date and the 1.75% U.S. Treasury due Aug. 15, 2041 plus 82 bps;

• $1.31 million of the $4 million outstanding 5.25% notes due Nov. 15, 2043 issued by Noble Energy (Cusip: 655044AG0), all of which was accepted for purchase at $1,370.22, calculated using the May 15, 2043 par call date and the 1.75% U.S. Treasury due Aug. 15, 2041 plus 82 bps;

• $448,055,000 of the $839 million outstanding 6% notes due March 1, 2041 issued by Chevron U.S.A. (Cusip: 166756AT3), all of which was accepted for purchase, along with $8.12 million tendered under guaranteed delivery procedures, at $1,471.53, using the Sept. 1, 2040 par call date and the 1.75% U.S. Treasury due Aug. 15, 2041 plus 67 bps;

• $290,000 of the $11 million outstanding 6% notes due March 1, 2041 issued by Noble Energy (Cusip: 655044AE5), all of which was accepted for purchase at $1,471.53, using the Sept. 1, 2040 par call date and the 1.75% U.S. Treasury due Aug. 15, 2041 plus 85 bps;

• $621,743,000 of the $845 million outstanding 5.05% notes due Nov. 15, 2044 issued by Chevron U.S.A. (Cusip: 166756AV8), all of which was accepted for purchase, along with $1,003,000 tendered under guaranteed delivery procedures, at $1,343.50, using the May 15, 2044 par call date and the 1.75% U.S. Treasury due Aug. 15, 2041 plus 85 bps;

• $5.06 million of the $5 million outstanding 5.05% notes due Nov. 15, 2044 issued by Noble Energy (Cusip: 655044AJ4), all of which was accepted for purchase at $1,343.50, using the May 15, 2044 par call date and the 1.75% U.S. Treasury due Aug. 15, 2041 plus 85 bps;

• $308.38 million of the $495 million outstanding 4.95% notes due Aug. 15, 2047 issued by Chevron U.S.A. (Cusip: 166756AW6), all of which was accepted for purchase, as well as $922,000 under guaranteed delivery procedures, at $1,365.85 using the Feb. 15, 2047 par call date and the 2.375% U.S. Treasury due May 15, 2051 plus 75 bps;

• $4,245,000 of the $5 million outstanding 4.95% notes due Aug. 15, 2047 issued by Noble Energy (Cusip: 655044AN5), all of which was accepted for purchase at $1,365.85 using the Feb. 15, 2047 par call date and the 2.375% U.S. Treasury due May 15, 2051 plus 75 bps;

• None of the $10 million outstanding 7.84% medium-term notes, series 1992 due Feb. 15, 2033 issued by Texaco Capital Inc. (Cusip: 88168LCV6). The purchase price was set at $1,521.00 using the 1.25% U.S. Treasury due Aug. 15, 2031 plus 93 bps;

• $13,887,000 of the $75 million outstanding 8% debentures due Aug. 1, 2032 issued by Texaco (Cusip: 881685BB6), all of which was accepted for purchase at $1,518.05, using the 1.25% U.S. Treasury due Aug. 15, 2031 plus 90 bps;

• $206,458,000 of the $500 million outstanding 2.978% notes due May 11, 2040 (Cusip: 166764BZ2), all of which was accepted for purchase, and $1,212,000 tendered under guaranteed delivery procedures, at $1,038.82, using the Nov. 11, 2039 par call date and the 1.75% U.S. Treasury due Aug. 15, 2041 plus 60 bps;

• $25 million of the $147 million outstanding 8.625% debentures due April 1, 2032 issued by Texaco (Cusip: 881685AY7), all of which was accepted for purchase at $1,561.36, using the 1.25% U.S. Treasury due Aug. 15, 2031 plus 90 bps;

• $5,938,000 of the $108 million outstanding 8.625% debentures due Nov. 15, 2031 issued by Texaco (Cusip: 881685AX9), all of which was accepted for purchase, as well as $105,000 tendered under guaranteed delivery procedures, at $1,549.33, using the 1.25% U.S. Treasury due Aug. 15, 2031 plus 85 bps;

• $257,937,000 of the $474 million outstanding 4.2% notes due Oct. 15, 2049 issued by Chevron U.S.A. (Cusip: 166756AX4), all of which was accepted for purchase, and $7,306,000 under guaranteed delivery procedures, at $1,245.02, based on the April 15, 2049 par call date and the 2.375% U.S. Treasury due May 15, 2051 plus 75 bps;

• None of the $26 million outstanding 4.2% notes due Oct. 15, 2047 issued by Noble Energy (Cusip: 655044AR6). The purchase price was set at $1,245.02 using the April 15, 2049 par call date and the 2.375% U.S. Treasury due May 15, 2051 plus 75 bps;

• $45,099,000 of the $90 million outstanding 7.25% notes due Oct. 15, 2023 issued by Chevron U.S.A. (Cusip: 166756AM8), none of which was accepted. The purchase price was set at $1,134.72 using the 0.25% U.S. Treasury due Sept. 30, 2023 plus 18 bps;

• $5,535,000 of the $10 million outstanding 7.25% notes due Oct. 15, 2023 issued by Noble Energy (Cusip: 654894AE4), none of which was accepted. The purchase price was set at $1,134.72 using the 0.25% U.S. Treasury due Sept. 30, 2023 plus 18 bps;

• $731,881,000 of the $2.25 billion outstanding 3.191% notes due June 24, 2023 (Cusip: 166764AH3), none of which was accepted, and $2,473,000 under guaranteed delivery procedures. The purchase price was set at $1,041.80 using the March 24, 2023 par call date and the 0.25% U.S. Treasury due Sept. 30, 2023 minus 2 bps;

• $177,355,000 of the $750 million outstanding 2.566% notes due May 16, 2023 (Cusip: 166764BK5), none of which was accepted, and $751,000 under guaranteed delivery procedures. The purchase price was set at $1,032.26 using the March 16, 2023 par call date and the 0.25% U.S. Treasury due Sept. 30, 2023 minus 2 bps;

• $259,316,000 of the $625 million outstanding 3.9% notes due Nov. 15, 2024 issued by Chevron U.S.A. (Cusip: 166756AP1), none of which was accepted, and $2,294,000 under guaranteed delivery procedures. The purchase price was set at $1,092.04 using the Aug. 15, 2024 par call date and the 0.375% U.S. Treasury due Sept. 15, 2024 plus 5 bps;

• $16,766,000 of the $25 million outstanding 3.9% notes due Nov. 15, 2024 issued by Noble Energy (Cusip: 655044AH8), none of which was accepted. The purchase price was set at $1,092.04 using the Aug. 15, 2024 par call date and the 0.375% U.S. Treasury due Sept. 15, 2024 plus 5 bps; and

• $362,765,000 of the $1 billion outstanding 2.895% notes due March 3, 2024 (Cusip: 166764BT6), none of which was accepted, and $2,692,000 tendered under guaranteed delivery procedures. The purchase price was set at $1,053.00 using the Jan. 3, 2024 par call date and the 0.375% U.S. Treasury due Sept. 15, 2024 minus 8 bps.

Unless otherwise specified, the notes were issued by Chevron.

Tenders of a series were not subject to proration. Either all notes in a given series were accepted for purchase or no notes in that series were accepted. The offer cap was met with notes from series with acceptance priority levels 1 through 16.

Pricing was calculated at 2 p.m. ET on Oct. 8.

Notes tendered via guaranteed delivery must be tendered by 5 p.m. ET on Oct. 13.

Settlement is planned for Oct. 12. The settlement for tenders via guaranteed delivery is Oct. 14.

Interest will be paid to the initial settlement date.

J.P. Morgan Securities LLC (866 834-4666, 212 834-3424) and Barclays (800 438-3242, 212 528-7581) are the lead dealer managers for the offers.

BNP Paribas Securities Corp., Standard Chartered Bank and SG Americas Securities, LLC are co-dealer managers.

D.F. King & Co., Inc. (866 796-7184, chevron@dfking.com, http://www.dfking.com/chevron) is the information and tender agent for the offer.

Chevron is a San Ramon, Calif.-based petroleum, chemical, mining, power and energy company.

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