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Chevron Corporation - Exchange Offer - Termination

Chevron Elects to Terminate Exchange Offer and Consent Solicitation


21 AUGUST 2023


Full announcement including full disclosures and disclaimers available via Businesswire


"SAN RAMON, Calif.--(BUSINESS WIRE)--Chevron Corporation (“Chevron”) (NYSE:CVX) and Chevron U.S.A. Inc., a subsidiary of Chevron (“CUSA”), today announced that, as of 5:00 p.m. New York City time, on August 18, 2023 (the “Early Participation Date”), the requisite consents for adopting certain proposed amendments to the indenture (the “PDC Indenture”) governing the 5.750% Senior Notes due 2026 (the “Old Notes”) issued by PDC Energy, Inc. (“PDC Energy”) have not been received in connection with its previously announced (i) offer to exchange any and all validly tendered (and not validly withdrawn) Old Notes for 5.750% Senior Notes due 2026 to be issued by CUSA and fully and unconditionally guaranteed by Chevron and cash, and (ii) related consent solicitation (together, the “Exchange Offer”). Chevron and CUSA do not expect that a majority of the outstanding Old Notes will be tendered prior to the expiration date of the Exchange Offer and, as a result, have elected to terminate the Exchange Offer. The Exchange Offer was being made upon the terms and conditions set forth in the preliminary prospectus dated August 3, 2023, as amended by Amendment No. 1 on August 15, 2023, included in the Registration Statement on Form S-4 (File Nos. 333-273642 and 333-273642-01) (the “Registration Statement”) filed with, but not declared effective by, the Securities and Exchange Commission (the “SEC”) on August 3, 2023, as amended by Amendment No. 1 thereto.


PDC Energy intends to redeem the Old Notes on or after May 15, 2024 (the “Redemption Date”), at a redemption price equal to 100% of the aggregate principal amount of the Old Notes, plus accrued and unpaid interest to, but not including, the Redemption Date, pursuant to the terms of the PDC Indenture.


Since the Exchange Offer is being terminated, the total consideration will not be paid or become payable to holders of the Old Notes who have validly tendered (and not validly withdrawn) their Old Notes for exchange in the Exchange Offer, and the Old Notes validly tendered (and not validly withdrawn) for exchange pursuant to the Exchange Offer will be promptly returned to the tendering holders. In addition, the proposed amendments to the PDC Indenture as described in the Registration Statement will not become effective."


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Chevron Extends Early Participation Date to August 18, 2023 and Expiration Date to September 1, 2023 of its Offer to Exchange 5.750% Senior Notes Due 2026 Issued by PDC Energy, Inc.


14 AUGUST 2023


Full announcement including full disclosures and disclaimers available via Businesswire


"SAN RAMON, Calif.--(BUSINESS WIRE)--Chevron Corporation (“Chevron”) (NYSE:CVX) and Chevron U.S.A. Inc., a subsidiary of Chevron (“CUSA”), today announced the early participation date and the consent revocation deadline have been extended to 5:00 p.m., New York City time, on August 18, 2023 (the “New Early Participation Date” and the “New Consent Revocation Deadline,” respectively) and the expiration date has been extended to one minute after 11:59 p.m., New York City time on September 1, 2023 (the “New Expiration Date”), with respect to their previously announced (i) offer to exchange (the “exchange offer”) any and all validly tendered (and not validly withdrawn) and accepted 5.750% Senior Notes due 2026 (the “Old Notes”) issued by PDC Energy, Inc. (“PDC Energy”) for 5.750% Senior Notes due 2026 to be issued by CUSA and fully and unconditionally guaranteed by Chevron (the “CUSA Notes”) and cash, and (ii) the related solicitation of consents (the “consent solicitation”) to certain proposed amendments to the indenture pursuant to which the Old Notes were issued (the “PDC Indenture”). A registration statement on Form S-4 (File Nos. 333-273642 and 333-273642-01) (the “Registration Statement”) relating to the issuance of the CUSA Notes was filed with the Securities and Exchange Commission (“SEC”) on August 3, 2023. The Registration Statement is currently undergoing review by the SEC and is not yet effective. CUSA and Chevron intend to promptly file an amendment to the Registration Statement. All other terms, provisions and conditions of the exchange offer and consent solicitation will remain in full force and effect. In exchange for each $1,000 principal amount of Old Notes that is validly tendered after the New Early Participation Date but prior to the New Expiration Date and not validly withdrawn, holders of such Old Notes will be eligible to receive the Exchange Consideration (as defined below). The settlement date of the exchange offer and consent solicitation will be September 5, 2023."


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Chevron Offers to Exchange 5.750% Senior Notes due 2026 Issued by PDC Energy, Inc.


03 AUGUST 2023


Full announcement including full disclosures and disclaimers available via Businesswire


"SAN RAMON, Calif.--(BUSINESS WIRE)--Chevron Corporation (“Chevron”) (NYSE:CVX) and Chevron U.S.A. Inc. (“CUSA”) today announced the commencement of an offer to exchange (the “exchange offer”) any and all validly tendered (and not validly withdrawn) and accepted 5.750% Senior Notes due 2026 (the “Old Notes”) issued by PDC Energy, Inc. (“PDC Energy”) for 5.750% Senior Notes due 2026 to be issued by CUSA and fully and unconditionally guaranteed by Chevron (the “CUSA Notes”) and cash, and the related solicitation of consents (the “consent solicitation”) to certain proposed amendments to the indenture pursuant to which the Old Notes were issued (the “PDC Indenture”). 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 August 3, 2023 (the “Registration Statement”) but has not yet been declared effective. Copies of the Prospectus (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), (888) 628-1041 (toll-free) or by emailing chevron@dfking.com."


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