8-KOther EventsExhibits & Filings

CHEVRON CORP 8-K Report, Corporate Update (Jan 6, 2021)

Filed January 6, 2021For Securities:CVX

Summary

This 8-K filing from Chevron Corporation (CVX) details the successful completion of its previously announced offers to exchange outstanding Noble Energy, Inc. (Noble Notes) for new notes issued by Chevron U.S.A. Inc. (CUSA Notes), fully guaranteed by Chevron. As of January 4, 2021, a significant aggregate principal amount of Noble Notes across ten series was tendered and accepted, subsequently being cancelled. This exchange is a key step following Chevron's acquisition of Noble Energy. In conjunction with the exchange, Chevron also successfully solicited consents to amend the indentures governing the remaining Noble Notes. These amendments aim to eliminate certain reporting requirements, restrictive covenants, and events of default, simplifying the management of the residual debt. The new CUSA Notes, which are unsecured and unsubordinated obligations of CUSA guaranteed by Chevron, have been registered with the SEC and were issued on January 6, 2021. This transaction helps streamline Chevron's debt structure post-acquisition.

Key Highlights

  • 1Chevron successfully completed its exchange offers for Noble Energy notes, issuing new CUSA notes guaranteed by Chevron.
  • 2A substantial aggregate principal amount of Noble Notes was tendered and cancelled, indicating strong participation from bondholders.
  • 3The exchange offers were linked to consent solicitations to amend the indentures of the remaining Noble Notes.
  • 4Amendments to the Noble Indentures will remove certain reporting requirements, restrictive covenants, and events of default.
  • 5The newly issued CUSA Notes are unsecured and unsubordinated, ranking equally with other CUSA and Chevron unsecured debt.
  • 6The CUSA Notes are fully and unconditionally guaranteed by Chevron Corporation.
  • 7The transaction signifies a step towards integrating Noble Energy's debt structure into Chevron's post-acquisition.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the successful completion of Chevron's exchange offers for Noble Energy's outstanding notes and the related consent solicitations to amend the indentures of the remaining Noble Notes.

The Noble Energy notes that were validly tendered and accepted in the exchange offers were cancelled. A significant aggregate principal amount across ten series was cancelled.

The CUSA Notes are new notes issued by Chevron U.S.A. Inc. (CUSA) in exchange for the Noble Notes. They are unsecured and unsubordinated obligations of CUSA and are fully and unconditionally guaranteed by Chevron Corporation on an unsecured and unsubordinated basis.

The amendments to the Noble Indentures will eliminate certain reporting requirements, restrictive covenants, and events of default. This simplifies the obligations and management related to the Noble Notes that remain outstanding.