Chevron starts capped tender offers for up to $2 billion of 23 series of notes; offer ends Friday

Chicago, Oct. 4 – Chevron Corp. started a quick-turnaround tender offer for up to $2 billion of its notes from 23 series that were issued by Chevron and certain of its subsidiaries, according to a press release.

The notes will be purchased based on their acceptance priority level.

However, the acceptance of a series will not be subject to proration. All notes in a given series will be accepted for purchase, or no notes in that series will be purchased.

The following series issued by Chevron Corp. unless otherwise stated, listed by acceptance priority order, are part of the offer:

• $84 million outstanding 7.25% senior debentures due Aug. 1, 2097 issued by Noble Energy, Inc. (Cusip: 655044AS4) to be repurchased at a price using the 2.375% U.S. Treasury due May 15, 2051 plus 170 basis points;

• $996 million outstanding 5.25% notes due Nov. 15, 2043 issued by Chevron U.S.A. Inc. (Cusip: 166756AU0) to be priced using the May 15, 2043 par call date and the 1.75% U.S. Treasury due Aug. 15, 2041 plus 82 bps;

• $4 million outstanding 5.25% notes due Nov. 15, 2043 issued by Noble Energy (Cusip: 655044AG0) to be priced using the May 15, 2043 par call date and the 1.75% U.S. Treasury due Aug. 15, 2041 plus 82 bps;

• $839 million outstanding 6% notes due March 1, 2041 issued by Chevron U.S.A. (Cusip: 166756AT3) to be priced using the Sept. 1, 2040 par call date and the 1.75% U.S. Treasury due Aug. 15, 2041 plus 67 bps;

• $11 million outstanding 6% notes due March 1, 2041 issued by Noble Energy (Cusip: 655044AE5) to be priced using the Sept. 1, 2040 par call date and the 1.75% U.S. Treasury due Aug. 15, 2041 plus 85 bps;

• $845 million outstanding 5.05% notes due Nov. 15, 2044 issued by Chevron U.S.A. (Cusip: 166756AV8) to be priced using the May 15, 2044 par call date and the 1.75% U.S. Treasury due Aug. 15, 2041 plus 85 bps;

• $5 million outstanding 5.05% notes due Nov. 15, 2044 issued by Noble Energy (Cusip: 655044AJ4) to be priced using the May 15, 2044 par call date and the 1.75% U.S. Treasury due Aug. 15, 2041 plus 85 bps;

• $495 million outstanding 4.95% notes due Aug. 15, 2047 issued by Chevron U.S.A. (Cusip: 166756AW6) to be priced using the Feb. 15, 2047 par call date and the 2.375% U.S. Treasury due May 15, 2051 plus 75 bps;

• $5 million outstanding 4.95% notes due Aug. 15, 2047 issued by Noble Energy (Cusip: 655044AN5) to be priced using the Feb. 15, 2047 par call date and the 2.375% U.S. Treasury due May 15, 2051 plus 75 bps;

• $10 million outstanding 7.84% medium-term notes, series 1992 due Feb. 15, 2033 issued by Texaco Capital Inc. (Cusip: 88168LCV6) to be priced using the 1.25% U.S. Treasury due Aug. 15, 2031 plus 93 bps;

• $75 million outstanding 8% debentures due Aug. 1, 2032 issued by Texaco (Cusip: 881685BB6) to be priced using the 1.25% U.S. Treasury due Aug. 15, 2031 plus 90 bps;

• $500 million outstanding 2.978% notes due May 11, 2040 (Cusip: 166764BZ2) to be priced using the Nov. 11, 2039 par call date and the 1.75% U.S. Treasury due Aug. 15, 2041 plus 60 bps;

• $147 million outstanding 8.625% debentures due April 1, 2032 issued by Texaco (Cusip: 881685AY7) to be priced using the 1.25% U.S. Treasury due Aug. 15, 2031 plus 90 bps;

• $108 million outstanding 8.625% debentures due Nov. 15, 2031 issued by Texaco (Cusip: 881685AX9) to be priced using the 1.25% U.S. Treasury due Aug. 15, 2031 plus 85 bps;

• $474 million outstanding 4.2% notes due Oct. 15, 2049 issued by Chevron U.S.A. (Cusip: 166756AX4) to be priced using the April 15, 2049 par call date and the 2.375% U.S. Treasury due May 15, 2051 plus 75 bps;

• $26 million outstanding 4.2% notes due Oct. 15, 2047 issued by Noble Energy (Cusip: 655044AR6) to be priced using the April 15, 2049 par call date and the 2.375% U.S. Treasury due May 15, 2051 plus 75 bps;

• $90 million outstanding 7.25% notes due Oct. 15, 2023 issued by Chevron U.S.A. (Cusip: 166756AM8) to be priced using the 0.25% U.S. Treasury due Sept. 30, 2023 plus 18 bps;

• $10 million outstanding 7.25% notes due Oct. 15, 2023 issued by Noble Energy (Cusip: 654894AE4) to be priced using the 0.25% U.S. Treasury due Sept. 30, 2023 plus 18 bps;

• $2.25 billion outstanding 3.191% notes due June 24, 2023 (Cusip: 166764AH3) to be priced using the March 24, 2023 par call date and the 0.25% U.S. Treasury due Sept. 30, 2023 minus 2 bps;

• $750 million outstanding 2.566% notes due May 16, 2023 (Cusip: 166764BK5) to be priced using the March 16, 2023 par call date and the 0.25% U.S. Treasury due Sept. 30, 2023 minus 2 bps;

• $625 million outstanding 3.9% notes due Nov. 15, 2024 issued by Chevron U.S.A. (Cusip: 166756AP1) to be priced using the Aug. 15, 2024 par call date and the 0.375% U.S. Treasury due Sept. 15, 2024 plus 5 bps;

• $25 million outstanding 3.9% notes due Nov. 15, 2024 issued by Noble Energy (Cusip: 655044AH8) to be priced using the Aug. 15, 2024 par call date and the 0.375% U.S. Treasury due Sept. 15, 2024 plus 5 bps; and

• $1 billion outstanding 2.895% notes due March 3, 2024 (Cusip: 166764BT6) to be priced using the Jan. 3, 2024 par call date and the 0.375% U.S. Treasury due Sept. 15, 2024 minus 8 bps.

Interest will be paid to the initial settlement date.

Pricing will take place at 2 p.m. ET on Oct. 8.

The offers will expire at 5 p.m. ET on Oct. 8, also the withdrawal deadline.

There are guaranteed delivery procedures. 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.

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

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

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