Item 8.01 Other Events.
On January 6, 2021, Chevron Corporation ("Chevron") and Chevron U.S.A. Inc.
("CUSA") announced that, as of 5:00 p.m., New York City time, on January 4,
2021, the aggregate principal amount of the ten series of notes described in the
table below (collectively, the "Noble Notes") issued by Noble Energy, Inc.
("Noble Energy") had been validly tendered and not validly withdrawn in
connection with Chevron's and CUSA's previously announced offers to exchange
(the "Exchange Offers") all validly tendered (and not validly withdrawn) and
accepted Noble Notes of each such series for new notes to be issued by CUSA and
fully and unconditionally guaranteed by Chevron (collectively, the "CUSA
Notes"), and the related solicitations of consents to certain proposed
amendments to the corresponding indentures pursuant to which such Noble Notes
were issued (the "Noble Indentures"). A registration statement on Form S-4 (File
Nos. 333-251094 and 333-251094-01) (the "Registration Statement") relating to
the Exchange Offers and consent solicitations was filed with the Securities and
Exchange Commission ("SEC") on December 3, 2020 (as amended by Pre-Effective
Amendment No. 1 to the Registration Statement filed with the SEC on December 4,
2020) and declared effective on December 11, 2020.
Pursuant to the Exchange Offers, the aggregate principal amount of Noble Notes
set forth below were validly tendered and accepted and subsequently cancelled:
Noble Notes Aggregate Principal Amount Tendered and Cancelled
7.250% Notes due 2023 $90,458,000
3.900% Notes due 2024 $625,047,000
8.000% Senior Notes due 2027 $234,454,000
3.850% Notes due 2028 $598,451,000
3.250% Notes due 2029 $499,368,000
6.000% Notes due 2041 $838,859,000
5.250% Notes due 2043 $996,223,000
5.050% Notes due 2044 $844,712,000
4.950% Notes due 2047 $495,355,000
4.200% Notes due 2049 $474,340,000
Following such cancellation, $102,733,000 aggregate principal amount of the
Noble Notes remain outstanding across ten series of notes issued by Noble
Energy.
In connection with the Exchange Offers, Chevron and CUSA also solicited consents
from holders of the Noble Notes to amend (the "Proposed Amendments") the three
indentures governing the Noble Notes (the "Noble Indentures") to, among other
things, eliminate certain reporting requirements, restrictive covenants and
events of default in the Noble Indentures. On January 6, 2021, Noble Energy,
Wells Fargo Bank, National Association, and The Bank of New York Mellon, N.A.,
as applicable, entered into supplemental indentures to each of the Noble
Indentures that govern the terms of the Noble Notes to adopt the Proposed
Amendments (the "Supplemental Indentures"). The Supplemental Indentures will
govern the Noble Notes that remain outstanding after the settlement of the
Exchange Offers.
The foregoing summaries of the Supplemental Indentures do not purport to be
complete and are qualified in their entirety by reference to the complete terms
of the Supplemental Indentures, copies of which are filed as exhibits hereto and
are incorporated herein by reference.
The CUSA Notes have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to the Registration Statement. The terms of the
CUSA Notes are further described in the Prospectus dated December 11, 2020, as
filed with the SEC under Rule 424(b)(3) of the Securities Act on that date. The
issuance of the CUSA Notes occurred on January 6, 2021. The CUSA Notes are
unsecured and unsubordinated obligations of CUSA and will rank equally with all
other unsecured and unsubordinated indebtedness of CUSA issued from time to
time. The obligations under the CUSA Notes will be fully and unconditionally
guaranteed by Chevron on an unsecured and unsubordinated basis and will rank
equally to any other unsecured and unsubordinated indebtedness of Chevron that
is currently outstanding or that Chevron may issue in the future.
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The CUSA Notes are governed by the terms of an Indenture, dated August 12, 2020,
as supplemented by a Second Supplemental Indenture, dated January 6, 2021, by
and among CUSA, Chevron, as guarantor, and Deutsche Bank Trust Company Americas,
as trustee.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
4.1 Second Supplemental Indenture, dated as of January 6, 2021, to the
Indenture dated as of August 12, 2020, between Chevron U.S.A. Inc., as
Issuer, Chevron Corporation, as Guarantor, and Deutsche Bank Trust
Company Americas, as Trustee.
4.2 First Indenture Supplement, dated as of January 6, 2021, to the
Indenture, dated as of October 14, 1993, between Noble Energy, Inc.
(formerly known as Noble Affiliates, Inc.) and The Bank of New York
Mellon Trust Company, N.A., as Trustee.
4.3 Third Indenture Supplement, dated as of January 6, 2021, to the
Indenture, dated as of April 1, 1997, between Noble Energy, Inc.
(formerly known as Noble Affiliates, Inc.) and The Bank of New York
Mellon Trust Company, N.A., as Trustee.
4.4 Ninth Supplemental Indenture, dated as of January 6, 2021, to the
Indenture, dated as of February 27, 2009, between Noble Energy, Inc.
and Wells Fargo Bank, National Association, as Trustee.
4.5 Form of CUSA's 7.250% Notes due 2023.
4.6 Form of CUSA's 3.900% Notes due 2024.
4.7 Form of CUSA's 8.000% Notes due 2027.
4.8 Form of CUSA's 3.850% Notes due 2028.
4.9 Form of CUSA's 3.250% Notes due 2029.
4.10 Form of CUSA's 6.000% Notes due 2041.
4.11 Form of CUSA's 5.250% Notes due 2043.
4.12 Form of CUSA's 5.050% Notes due 2044.
4.13 Form of CUSA's 4.950% Notes due 2047.
4.14 Form of CUSA's 4.200% Notes due 2049.
104 Cover Page Interactive Data File, formatted in Inline XBRL
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