Chevron Corporation and Chevron U.S.A. Inc., a subsidiary of Chevron 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in connection with its previously announced (i) offer to exchange any and all validly tendered (and not validly withdrawn) Old Notes for 5.750% Senior Notes due 2026 to be issued by CUSA and fully and unconditionally guaranteed by Chevron and cash, and (ii) related consent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consideration will not be paid or become payable to holders of the Old Notes who have validly tendered (and not validly withdrawn) their Old Notes for exchange in the Exchange Offer, and the Old Notes validly tendered (and not validly withdrawn) for exchange pursuant to the Exchange Offer will be promptly returned to the tendering holders.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.
