Chevron Corporation ('Chevron') (NYSE:CVX) and Chevron U.S.A. Inc., a subsidiary of Chevron ('CUSA'), today announced the early participation date and the consent revocation deadline have been extended to 5:00 p.m., New York City time, on August 18, 2023 (the 'New Early Participation Date' and the 'New Consent Revocation Deadline', respectively) and the expiration date has been extended to one minute after 11:59 p.m., New York City time on September 1, 2023 (the 'New Expiration Date'), with respect to their previously announced (i) offer to exchange (the 'exchange offer') any and all validly tendered (and not validly withdrawn) and accepted 5.750% Senior Notes due 2026 (the 'Old Notes') issued by PDC Energy, Inc. ('PDC Energy') for 5.750% Senior Notes due 2026 to be issued by CUSA and fully and unconditionally guaranteed by Chevron (the 'CUSA Notes') and cash, and (ii) the related solicitation of consents (the 'consent solicitation') to certain proposed amendments to the indenture pursuant to which the Old Notes were issued (the 'PDC Indenture').
A registration statement on Form S-4 (File Nos. 333-273642 and 333-273642-01) (the 'Registration Statement') relating to the issuance of the CUSA Notes was filed with the Securities and Exchange Commission ('SEC') on August 3, 2023. The Registration Statement is currently undergoing review by the SEC and is not yet effective. CUSA and Chevron intend to promptly file an amendment to the Registration Statement. All other terms, provisions and conditions of the exchange offer and consent solicitation will remain in full force and effect. In exchange for each $1,000 principal amount of Old Notes that is validly tendered after the New Early Participation Date but prior to the New Expiration Date and not validly withdrawn, holders of such Old Notes will be eligible to receive the Exchange Consideration (as defined below). The settlement date of the exchange offer and consent solicitation will be September 5, 2023.
In exchange for each $1,000 principal amount of Old Notes that is validly tendered prior to the New Early Participation Date, and not validly withdrawn, holders of such Old Notes will be eligible to receive the total consideration set out in the table above (the 'Total Consideration'), which consists of $1,000 principal amount of the CUSA Notes and $1 of cash. The Total Consideration includes an early participation premium set out in the table above (the 'Early Participation Premium'), which consists of $30 principal amount of the CUSA Notes per $1,000 principal amount of Old Notes and $1 of cash per $1,000 principal amount of Old Notes. In exchange for each $1,000 principal amount of Old Notes that is validly tendered after the New Early Participation Date but prior to the New Expiration Date and not validly withdrawn, holders of such Old Notes will be eligible to receive only the exchange consideration set out in the table above (the 'Exchange Consideration'), which consists of $970 principal amount of CUSA Notes for each $1,000 of Old Notes tendered.
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF 'SAFE HARBOR' PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This news release contains forward-looking statements relating to Chevron's operations and energy transition plans that are based on management's current expectations, estimates and projections about the petroleum, chemicals and other energy-related industries. Words or phrases such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'targets,' 'advances,' 'commits,' 'drives,' 'aims,' 'forecasts,' 'projects,' 'believes,' 'approaches,' 'seeks,' 'schedules,' 'estimates,' 'positions,' 'pursues,' 'progress,' 'may,' 'can,' 'could,' 'should,' 'will,' 'budgets,' 'outlook,' 'trends,' 'guidance,' 'focus,' 'on track,' 'goals,' 'objectives,' 'strategies,' 'opportunities,' 'poised,' 'potential,' 'ambitions,' 'aspires' and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond Chevron's control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forwardlooking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Unless legally required, Chevron undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are: changing crude oil and natural gas prices and demand for Chevron's products, and production curtailments due to market conditions; crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries and other producing countries; technological advancements; changes to government policies in the countries in which Chevron operates; public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics, and any related government policies and actions; disruptions in Chevron's global supply chain, including supply chain constraints and escalation of the cost of goods and services; changing economic, regulatory and political environments in the various countries in which Chevron operates; general domestic and international economic, market and political conditions, including the military conflict between Russia and Ukraine and the global response to such conflict; changing refining, marketing and chemicals margins; actions of competitors or regulators; timing of exploration expenses; timing of crude oil liftings; the competitiveness of alternate-energy sources or product substitutes; development of large carbon capture and offset markets; the results of operations and financial condition of Chevron's suppliers, vendors, partners and equity affiliates; the inability or failure of Chevron's joint-venture partners to fund their share of operations and development activities; the potential failure to achieve expected net production from existing and future crude oil and natural gas development projects; potential delays in the development, construction or start-up of planned projects; the potential disruption or interruption of Chevron's operations due to war, accidents, political events, civil unrest, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond Chevron's control; the potential liability for remedial actions or assessments under existing or future environmental regulations and litigation; significant operational, investment or product changes undertaken or required by existing or future environmental statutes and regulations, including international agreements and national or regional legislation and regulatory measures to limit or reduce greenhouse gas emissions; the potential liability resulting from pending or future litigation; the ability to successfully consummate the exchange offer; the ability to successfully integrate the operations of Chevron and PDC Energy and achieve the anticipated benefits from the transaction, including the expected incremental annual free cash flow; Chevron's future acquisitions or dispositions of assets or shares or the delay or failure of such transactions to close based on required closing conditions; the potential for gains and losses from asset dispositions or impairments; government mandated sales, divestitures, recapitalizations, taxes and tax audits, tariffs, sanctions, changes in fiscal terms or restrictions on scope of Chevron's operations; foreign currency movements compared with the U.S. dollar; higher inflation and related impacts; material reductions in corporate liquidity and access to debt markets; the receipt of required authorizations by Chevron's board of directors to implement capital allocation strategies, including future stock repurchase programs and dividend payments; the effects of changed accounting rules under generally accepted accounting principles promulgated by rulesetting bodies; Chevron's ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry; the outcome of the exchange offer and consent solicitation in the Preliminary Prospectus and other risk factors set forth in the Preliminary Prospectus, Chevron's proxy statement/prospectus on Form S-4 filed with the SEC on June 20, 2023, June 29, 2023, and July 5, 2023, Chevron's Annual Report on Form 10-K for the year ended December 31, 2022, Chevron's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023, and in subsequent filings with the SEC. Other unpredictable or unknown factors not discussed in this news release could also have material adverse effects on forward-looking statements.
Contact:
Randy Stuart
Tel: +1 713 283-8609
CHEVRON CORPORATION 
