Chevron Corporation and Chevron USA Inc., a subsidiary of Chevron (CUSA), have announced that as of 5:00 p.m. New York City time, on August 18, 2023, the requisite consents for adopting certain proposed amendments to the indenture governing the 5.750% Senior Notes due 2026 issued by PDC Energy, Inc.
PDC Energy has not been received in connection with its previously announced offer to exchange any and all validly tendered (and not validly withdrawn) Old Notes for 5.750% Senior Notes due 2026 to be issued by CUSA and fully and unconditionally guaranteed by Chevron and cash, and related consent solicitation.
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) 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, 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consideration will not be paid or become payable to holders of the Old Notes who have validly tendered (and not validly withdrawn) their Old Notes for exchange in the Exchange Offer, and the Old Notes validly tendered for exchange pursuant to the Exchange Offer will be promptly returned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.
D.F. King & Co., Inc. served as information and exchange agent for the now terminated Exchange Offer. You should direct questions and requests for assistance at (212) 269-5550 or (888) 628-1041 (toll free) or chevron@dfking.com.
This news release is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer to purchase the Old Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
This news release shall not constitute a notice of redemption or an obligation to issue a notice of redemption with respect to the Old Notes, which only may be made pursuant to the terms of the PDC Indenture.
