Item 8.01 Other Events.
On August 12, 2020, Chevron U.S.A. Inc. (exclusive of its subsidiaries, "CUSA"),
an indirect wholly-owned subsidiary of Chevron Corporation (the "Corporation"),
issued its 0.333% Notes Due 2022 in the aggregate principal amount of
$400,000,000 (the "2022 Fixed Rate Notes"), its Floating Rate Notes Due 2022 in
the aggregate principal amount of $350,000,000 (the "2022 Floating Rate Notes"),
its 0.426% Notes Due 2023 in the aggregate principal amount of $500,000,000 (the
"2023 Fixed Rate Notes"), its Floating Rate Notes Due 2023 in the aggregate
principal amount of $500,000,000 (the "2023 Floating Rate Notes"), its 0.687%
Notes Due 2025 in the aggregate principal amount of $750,000,000 (the "2025
Fixed Rate Notes"), its 1.018% Notes Due 2027 in the aggregate principal amount
of $750,000,000 (the "2027 Fixed Rate Notes"), and its 2.343% Notes Due 2050 in
the aggregate principal amount of $750,000,000 (the "2050 Fixed Rate Notes", and
together with the 2022 Fixed Rate Notes, the 2022 Floating Rate Notes, the 2023
Fixed Rate Notes, the 2023 Floating Rate Notes, the 2025 Fixed Rate Notes and
the 2027 Fixed Rate Notes, the "Notes"). The Notes were issued pursuant to an
Indenture, dated as of August 12, 2020 (the "Indenture"), as supplemented by the
First Supplemental Indenture, dated as of August 12, 2020 (the "First
Supplemental Indenture"), each being among CUSA, the Corporation, as guarantor,
and Deutsche Bank Trust Company Americas, as trustee (the "Trustee").
The obligations under the Notes will be fully and unconditionally guaranteed by
the Corporation on an unsecured and unsubordinated basis and will rank equally
to any other unsecured and unsubordinated indebtedness of the Corporation that
is currently outstanding or that the Corporation may issue in the future.
Current outstanding and additional debt securities and other indebtedness of the
Corporation will be structurally subordinated to any indebtedness of CUSA,
including the Notes.
On August 10, 2020, CUSA and the Corporation entered into an Underwriting
Agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc.,
Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the
several underwriters named therein (the "Underwriters"), pursuant to which CUSA
agreed to issue and sell the Notes to the Underwriters, and the Corporation
agreed to guarantee the Notes. The provisions of the Underwriting Agreement are
incorporated herein by reference.
The 2022 Fixed Rate Notes and the 2022 Floating Rate Notes will mature on
August 12, 2022, the 2023 Fixed Rate Notes and the 2023 Floating Rate Notes will
mature on August 11, 2023, the 2025 Fixed Rate Notes will mature on August 12,
2025, the 2027 Fixed Rate Notes will mature on August 12, 2027, and the 2050
Fixed Rate Notes will mature on August 12, 2050.
CUSA will pay interest on (i) the 2022 Fixed Rate Notes, the 2025 Fixed Rate
Notes, the 2027 Fixed Rate Notes and the 2050 Fixed Rate Notes on February 12
and August 12 of each year starting on February 12, 2021, (ii) the 2023 Fixed
Rate Notes on February 11 and August 11 of each year starting on February 11,
2021, (iii) the 2022 Floating Rate Notes on February 12, May 12, August 12 and
November 12 of each year starting on November 12, 2020, and (iii) the 2023
Floating Rate Notes on February 11, May 11, August 11 and November 11 of each
year starting on November 11, 2020. The 2022 Floating Rate Notes will bear
interest at a floating rate equal to three-month London Interbank Offered Rate
("LIBOR") plus 0.110%, and the 2023 Floating Rate Notes will bear interest at a
floating rate equal to three-month LIBOR plus 0.200%, in each case subject to
the provisions set forth in the Final Prospectus Supplement filed with the
Securities and Exchange Commission on August 11, 2020 (Registration Statement
Nos. 333-242506 and 333-242506-01) (the "Final Prospectus Supplement"). CUSA
will have the right to redeem the fixed rate notes in whole or in part at any
time prior to maturity at the redemption price described in the Final Prospectus
Supplement. CUSA will not have the right to redeem the 2022 Floating Rate Notes
or the 2023 Floating Rate Notes prior to maturity.
CUSA and the Corporation have filed with the Securities and Exchange Commission
a Prospectus dated August 7, 2020 (Registration Statement Nos. 333-242506 and
333-242506-01), a Preliminary Prospectus Supplement dated August 10, 2020, a
Free Writing Prospectus dated August 10, 2020, and a Final Prospectus Supplement
dated August 10, 2020 in connection with the public offering and guarantee of
the Notes.
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The descriptions of the Underwriting Agreement, the Indenture and the First
Supplemental Indenture are qualified in their entirety by the terms of such
agreements themselves. Please refer to such agreements, and the forms of the
Notes, each of which is incorporated herein by reference and attached to this
report as Exhibits 1.1, 4.1, 4.2, and 4.3, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
1.1 Underwriting Agreement, dated August 10, 2020, among CUSA, the
Corporation and Citigroup Global Markets Inc., Barclays Capital Inc.
and J.P. Morgan Securities LLC, as the representatives of the several
underwriters named therein.
4.1 Indenture, dated as of August 12, 2020, among CUSA, the Corporation,
as guarantor, and Deutsche Bank Trust Company Americas, as trustee.
4.2 First Supplemental Indenture, dated as of August 12, 2020, among
CUSA, the Corporation, as guarantor, and Deutsche Bank Trust Company
Americas, as trustee.
4.3 Forms of 0.333% Notes Due 2022, Floating Rate Notes Due 2022, 0.426%
Notes Due 2023, Floating Rate Notes Due 2023, 0.687% Notes Due 2025,
1.018% Notes Due 2027 and 2.343% Notes Due 2050 (contained in Exhibit
4.2 hereto).
5.1 Opinion of Morgan, Lewis & Bockius LLP, counsel to CUSA.
5.2 Opinion of Pillsbury Winthrop Shaw Pittman LLP, counsel to the
Corporation.
23.1 Consent of Morgan, Lewis & Bockius LLP (contained in their opinion
filed as Exhibit 5.1 hereto).
23.2 Consent of Pillsbury Winthrop Shaw Pittman LLP (contained in their
opinion filed as Exhibit 5.2 hereto).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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