Chevron’s Exchange Offers and Consent Solicitations for Noble Energy’s Notes

January 6, 2021

Cleary Gottlieb represented BofA Securities Inc., as sole dealer manager and solicitation agent, in the offers by Chevron Corporation (Chevron) and Chevron U.S.A. Inc. (CUSA), an indirect wholly owned subsidiary of Chevron, to exchange any and all of 10 series of notes issued by Noble Energy Inc. (Noble) for new notes issued by CUSA and guaranteed by Chevron, and the related consent solicitations to amend the existing Noble indentures.

The exchange offers were conducted in order to simplify Chevron’s capital structure following Chevron’s acquisition of Noble and to give existing holders of the Noble notes the option to obtain securities issued by CUSA and guaranteed by Chevron. The related consent solicitations were conducted to modify or eliminate certain reporting requirements, restrictive covenants, and events of default in the existing Noble indentures and to align the terms of the Noble notes to the existing senior notes previously issued by CUSA and guaranteed by Chevron.

The exchange offers and consent solicitations launched on December 3, 2020, and expired on January 4, 2021. On January 6, 2021, Chevron and CUSA settled the exchange offers and consent solicitations and issued approximately $5.2 billion in aggregate principal amount of new CUSA notes in exchange for the Noble notes validly tendered, and Noble entered into supplemental indentures with its existing trustees to amend its existing indentures. The new CUSA notes are fully and unconditionally guaranteed by Chevron.

Chevron, a Delaware corporation with executive offices in San Ramon, California, manages its investments in subsidiaries and affiliates and provides administrative, financial, management, and technology support to U.S. and international subsidiaries that engage in integrated energy and chemicals operations. CUSA, a Pennsylvania corporation, and is subsidiaries manage and operate most of Chevron’s U.S. businesses.