Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
25 February 2025 - 1:52PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-283053
February 24, 2025
Final Term Sheet
Chevron U.S.A. Inc.
4.405% Notes Due 2027
Fully and unconditionally guaranteed by Chevron Corporation
Dated February 24, 2025
|
|
|
Issuer: |
|
Chevron U.S.A. Inc. |
|
|
Guarantor: |
|
Chevron Corporation |
|
|
Aggregate Principal Amount Offered: |
|
$750,000,000 |
|
|
Maturity Date: |
|
February 26, 2027 |
|
|
Coupon: |
|
4.405% |
|
|
Interest Payment Dates: |
|
February 26 and August 26 of each year, commencing August 26, 2025 |
|
|
Benchmark Treasury: |
|
4.125% due January 31, 2027 |
|
|
Benchmark Treasury Yield: |
|
4.175% |
|
|
Spread to Benchmark Treasury: |
|
23 bps |
|
|
Yield to Maturity: |
|
4.405% |
|
|
Price to Public: |
|
Per Note: 100.000%; Total: $750,000,000 |
|
|
Aggregate Net Proceeds (Before
Expenses): |
|
$749,175,000 |
|
|
Optional Redemption: |
|
Make-whole call: At the Treasury Rate (as defined in the preliminary prospectus supplement dated February 24, 2025 related to the Notes) plus 5 bps, plus accrued and unpaid interest |
|
|
Trade Date: |
|
February 24, 2025 |
|
|
Settlement Date: |
|
February 26, 2025 (T+2) |
|
|
CUSIP / ISIN: |
|
166756AZ9 / US166756AZ95 |
|
|
Concurrent Debt Offerings: |
|
The issuer is also offering $750,000,000 of its Floating Rate Notes Due 2027, $1,000,000,000 of its 4.475% Notes Due 2028, $500,000,000 of its Floating Rate Notes Due 2028, $1,100,000,000 of its 4.687% Notes Due 2030, $650,000,000
of its 4.819% Notes Due 2032 and $750,000,000 of its 4.980% Notes Due 2035 for total additional net proceeds (before expenses) for such concurrent debt offerings of $4,742,581,000 |
|
|
Joint Book-Running Managers: |
|
Barclays Capital Inc. BofA Securities, Inc.
J.P. Morgan Securities LLC Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC HSBC Securities (USA) Inc.
Morgan Stanley & Co. LLC MUFG Securities Americas
Inc. Standard Chartered Bank |
|
|
|
Co-Managers: |
|
Mizuho Securities USA LLC Scotia Capital (USA)
Inc. Deutsche Bank Securities Inc. SMBC Nikko Securities
America, Inc. Loop Capital Markets LLC Santander US Capital
Markets LLC BBVA Securities Inc. Intesa Sanpaolo IMI
Securities Corp. The Standard Bank of South Africa Limited
U.S. Bancorp Investments, Inc. |
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC
for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC
for more complete information about the issuer and this offering in the United States. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating
in this offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847; BofA Securities, Inc. toll-free at 1-800-294-1322; and J.P.
Morgan Securities LLC collect at 1-212-834-4533.
We expect that delivery of the notes will be made to investors on or about February 26, 2025, which will be the second business day following the date of
this pricing term sheet (such settlement cycle being referred to as T+2). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle
in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes more than one business day prior to their date of delivery will be required, by virtue of the fact that the notes
initially settle in T+2, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement and should consult their own advisors.
To the extent any underwriter that is not a U.S.-registered broker-dealer intends to effect sales of the notes in the United States, it will do so through one
or more U.S.-registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.
Any disclaimer or other notice that may
appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
Final Term Sheet
Chevron U.S.A. Inc.
Floating Rate Notes Due 2027
Fully and unconditionally guaranteed by Chevron Corporation
Dated February 24, 2025
|
|
|
Issuer: |
|
Chevron U.S.A. Inc. |
|
|
Guarantor: |
|
Chevron Corporation |
|
|
Aggregate Principal Amount Offered: |
|
$750,000,000 |
|
|
Maturity Date: |
|
February 26, 2027 |
|
|
Interest Payment Dates: |
|
February 26, May 26, August 26 and November 26 of each year, commencing May 27, 2025 |
|
|
Interest Rate: |
|
Compounded SOFR (as defined under Description of the NotesInterestFloating Rate Notes in the preliminary prospectus supplement dated February 24, 2025 plus 36 bps |
|
|
Interest Reset Dates: |
|
Each Floating Rate Interest Payment Date |
|
|
Interest Determination Date: |
|
The second U.S. Government Securities Business Day preceding each Floating Rate Interest Payment Date |
|
|
U.S. Government Securities Business Day: |
|
As defined under Description of the NotesInterestFloating Rate Notes in the preliminary prospectus supplement dated February 24, 2025 |
|
|
Interest Period: |
|
The period from and including a Floating Rate Interest Payment Date (or, in the case of the initial Interest Period, the Settlement Date) to, but excluding, the immediately succeeding Floating Rate Interest Payment Date (such
succeeding Floating Rate Interest Payment Date, the Latter Floating Rate Interest Payment Date); provided that the final interest period for the Floating Rate Notes will be the period from and including the Floating Rate Interest Payment
Date immediately preceding the maturity date of the Floating Rate Notes to, but excluding, the maturity date |
|
|
Observation Period: |
|
The period from and including second U.S. Government Securities Business Days preceding the first date of such relevant Interest Period to but excluding second U.S. Government Securities Business Days preceding the Latter Floating
Rate Interest Payment Date for such Interest Period; provided that the first Observation Period shall be the period from and including second U.S. Government Securities Business Days preceding the settlement date of the Floating Rate Notes to, but
excluding, the second U.S. Government Securities Business Days preceding the first Floating Rate Interest Payment Date |
|
|
Day Count Convention: |
|
Actual/360 |
|
|
Calculation Agent: |
|
Deutsche Bank Trust Company Americas, or its successor appointed by the Company |
|
|
Price to Public: |
|
Per Note: 100.000%; Total: $750,000,000 |
|
|
Aggregate Net Proceeds (Before
Expenses): |
|
$749,175,000 |
|
|
|
Redemption: |
|
The Floating Rate Notes Due 2027 shall not be redeemable prior to their maturity |
|
|
Trade Date: |
|
February 24, 2025 |
|
|
Settlement Date: |
|
February 26, 2025 (T+2) |
|
|
CUSIP / ISIN: |
|
166756BA3 / US166756BA36 |
|
|
Concurrent Debt Offerings: |
|
The issuer is also offering $750,000,000 of its 4.405% Notes Due 2027, $1,000,000,000 of its 4.475% Notes Due 2028, $500,000,000 of its Floating Rate Notes Due 2028, $1,100,000,000 of its 4.687% Notes Due 2030, $650,000,000 of its
4.819% Notes Due 2032 and $750,000,000 of its 4.980% Notes Due 2035 for total additional net proceeds (before expenses) for such concurrent debt offerings of $4,742,581,000 |
|
|
Joint Book-Running Managers: |
|
Barclays Capital Inc. BofA Securities, Inc.
J.P. Morgan Securities LLC Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC HSBC Securities (USA) Inc.
Morgan Stanley & Co. LLC MUFG Securities Americas
Inc. Standard Chartered Bank |
|
|
Co-Managers: |
|
Mizuho Securities USA LLC Scotia Capital (USA)
Inc. Deutsche Bank Securities Inc. SMBC Nikko Securities
America, Inc. Loop Capital Markets LLC Santander US Capital
Markets LLC BBVA Securities Inc. Intesa Sanpaolo IMI
Securities Corp. The Standard Bank of South Africa Limited
U.S. Bancorp Investments, Inc. |
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC
for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC
for more complete information about the issuer and this offering in the United States. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating
in this offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847; BofA Securities, Inc. toll-free at 1-800-294-1322; and J.P.
Morgan Securities LLC collect at 1-212-834-4533.
We expect that delivery of the notes will be made to investors on or about February 26, 2025, which will be the second business day following the date of
this pricing term sheet (such settlement cycle being referred to as T+2). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle
in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes more than one business day prior to their date of delivery will be required, by virtue of the fact that the notes
initially settle in T+2, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement and should consult their own advisors.
To the extent any underwriter that is not a U.S.-registered broker-dealer intends to effect sales of the notes in the United States, it will do so through one
or more U.S.-registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be
disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
Final Term Sheet
Chevron U.S.A. Inc.
4.475% Notes Due 2028
Fully and unconditionally guaranteed by Chevron Corporation
Dated February 24, 2025
|
|
|
Issuer: |
|
Chevron U.S.A. Inc. |
|
|
Guarantor: |
|
Chevron Corporation |
|
|
Aggregate Principal Amount Offered: |
|
$1,000,000,000 |
|
|
Maturity Date: |
|
February 26, 2028 |
|
|
Coupon: |
|
4.475% |
|
|
Interest Payment Dates: |
|
February 26 and August 26 of each year, commencing August 26, 2025 |
|
|
Benchmark Treasury: |
|
4.250% due February 15, 2028 |
|
|
Benchmark Treasury Yield: |
|
4.175% |
|
|
Spread to Benchmark Treasury: |
|
30 bps |
|
|
Yield to Maturity: |
|
4.475% |
|
|
Price to Public: |
|
Per Note: 100.000%; Total: $1,000,000,000 |
|
|
Aggregate Net Proceeds (Before
Expenses): |
|
$998,600,000 |
|
|
Optional Redemption: |
|
Prior to the Par Call Date for the Notes, make-whole call at the greater of 100% of the principal amount of the Notes to be redeemed and the
discounted present value through the Par Call Date at the Treasury Rate (as defined in the preliminary prospectus supplement dated February 24, 2025 related to the Notes) plus 5 bps, plus accrued and unpaid interest
On or after the Par Call Date, par call plus accrued and unpaid interest |
|
|
Par Call Date |
|
January 26, 2028 |
|
|
Trade Date: |
|
February 24, 2025 |
|
|
Settlement Date: |
|
February 26, 2025 (T+2) |
|
|
CUSIP / ISIN: |
|
166756BB1 / US166756BB19 |
|
|
Concurrent Debt Offerings: |
|
The issuer is also offering $750,000,000 of its 4.405% Notes Due 2027, $750,000,000 of its Floating Rate Notes Due 2027, $500,000,000 of its Floating Rate Notes Due 2028, $1,100,000,000 of its 4.687% Notes Due 2030, $650,000,000 of
its 4.819% Notes Due 2032 and $750,000,000 of its 4.980% Notes Due 2035 for total additional net proceeds (before expenses) for such concurrent debt offerings of $4,493,156,000 |
|
|
|
Joint Book-Running Managers: |
|
Barclays Capital Inc. BofA Securities, Inc.
J.P. Morgan Securities LLC Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC HSBC Securities (USA) Inc.
Morgan Stanley & Co. LLC MUFG Securities Americas
Inc. Standard Chartered Bank |
|
|
Co-Managers: |
|
Mizuho Securities USA LLC Scotia Capital (USA)
Inc. Deutsche Bank Securities Inc. SMBC Nikko Securities
America, Inc. Loop Capital Markets LLC Santander US Capital
Markets LLC BBVA Securities Inc. Intesa Sanpaolo IMI
Securities Corp. The Standard Bank of South Africa Limited
U.S. Bancorp Investments, Inc. |
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC
for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC
for more complete information about the issuer and this offering in the United States. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating
in this offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847; BofA Securities, Inc. toll-free at 1-800-294-1322; and J.P.
Morgan Securities LLC collect at 1-212-834-4533.
We expect that delivery of the notes will be made to investors on or about February 26, 2025, which will be the second business day following the date of
this pricing term sheet (such settlement cycle being referred to as T+2). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle
in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes more than one business day prior to their date of delivery will be required, by virtue of the fact that the notes
initially settle in T+2, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement and should consult their own advisors.
To the extent any underwriter that is not a U.S.-registered broker-dealer intends to effect sales of the notes in the United States, it will do so through one
or more U.S.-registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.
Any disclaimer or other notice that may
appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
Final Term Sheet
Chevron U.S.A. Inc.
Floating Rate Notes Due 2028
Fully and unconditionally guaranteed by Chevron Corporation
Dated February 24, 2025
|
|
|
Issuer: |
|
Chevron U.S.A. Inc. |
|
|
Guarantor: |
|
Chevron Corporation |
|
|
Aggregate Principal Amount Offered: |
|
$500,000,000 |
|
|
Maturity Date: |
|
February 26, 2028 |
|
|
Interest Payment Dates: |
|
February 26, May 26, August 26 and November 26 of each year, commencing May 27, 2025 |
|
|
Interest Rate: |
|
Compounded SOFR (as defined under Description of the NotesInterestFloating Rate Notes in the preliminary prospectus supplement dated February 24, 2025 plus 47 bps |
|
|
Interest Reset Dates: |
|
Each Floating Rate Interest Payment Date |
|
|
Interest Determination Date: |
|
The second U.S. Government Securities Business Day preceding each Floating Rate Interest Payment Date |
|
|
U.S. Government Securities Business Day: |
|
As defined under Description of the NotesInterestFloating Rate Notes in the preliminary prospectus supplement dated February 24, 2025 |
|
|
Interest Period: |
|
The period from and including a Floating Rate Interest Payment Date (or, in the case of the initial Interest Period, the Settlement Date) to, but excluding, the immediately succeeding Floating Rate Interest Payment Date (such
succeeding Floating Rate Interest Payment Date, the Latter Floating Rate Interest Payment Date); provided that the final interest period for the Floating Rate Notes will be the period from and including the Floating Rate Interest Payment
Date immediately preceding the maturity date of the Floating Rate Notes to, but excluding, the maturity date |
|
|
Observation Period: |
|
The period from and including second U.S. Government Securities Business Days preceding the first date of such relevant Interest Period to but excluding second U.S. Government Securities Business Days preceding the Latter Floating
Rate Interest Payment Date for such Interest Period; provided that the first Observation Period shall be the period from and including second U.S. Government Securities Business Days preceding the settlement date of the Floating Rate Notes to, but
excluding, the second U.S. Government Securities Business Days preceding the first Floating Rate Interest Payment Date |
|
|
Day Count Convention: |
|
Actual/360 |
|
|
Calculation Agent: |
|
Deutsche Bank Trust Company Americas, or its successor appointed by the Company |
|
|
Price to Public: |
|
Per Note: 100.000%; Total: $500,000,000 |
|
|
Aggregate Net Proceeds (Before
Expenses): |
|
$499,300,000 |
|
|
|
Redemption: |
|
The Floating Rate Notes Due 2028 shall not be redeemable prior to their maturity |
|
|
Trade Date: |
|
February 24, 2025 |
|
|
Settlement Date: |
|
February 26, 2025 (T+2) |
|
|
CUSIP / ISIN: |
|
166756BC9 / US166756BC91 |
|
|
Concurrent Debt Offerings: |
|
The issuer is also offering $750,000,000 of its 4.405% Notes Due 2027, $750,000,000 of its Floating Rate Notes Due 2027, $1,000,000,000 of its 4.475% Notes Due 2028, $1,100,000,000 of its 4.687% Notes Due 2030, $650,000,000 of its
4.819% Notes Due 2032 and $750,000,000 of its 4.980% Notes Due 2035 for total additional net proceeds (before expenses) for such concurrent debt offerings of $4,992,456,000 |
|
|
Joint Book-Running Managers: |
|
Barclays Capital Inc. BofA Securities, Inc.
J.P. Morgan Securities LLC Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC HSBC Securities (USA) Inc.
Morgan Stanley & Co. LLC MUFG Securities Americas
Inc. Standard Chartered Bank |
|
|
Co-Managers: |
|
Mizuho Securities USA LLC Scotia Capital (USA)
Inc. Deutsche Bank Securities Inc. SMBC Nikko Securities
America, Inc. Loop Capital Markets LLC Santander US Capital
Markets LLC BBVA Securities Inc. Intesa Sanpaolo IMI
Securities Corp. The Standard Bank of South Africa Limited
U.S. Bancorp Investments, Inc. |
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC
for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC
for more complete information about the issuer and this offering in the United States. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating
in this offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847; BofA Securities, Inc. toll-free at 1-800-294-1322; and J.P.
Morgan Securities LLC collect at 1-212-834-4533.
We expect that delivery of the notes will be made to investors on or about February 26, 2025, which will be the second business day following the date of
this pricing term sheet (such settlement cycle being referred to as T+2). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle
in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes more than one business day prior to their date of delivery will be required, by virtue of the fact that the notes
initially settle in T+2, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement and should consult their own advisors.
To the extent any underwriter that is not a U.S.-registered broker-dealer intends to effect sales of the notes in the United States, it will do so through one
or more U.S.-registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be
disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
Final Term Sheet
Chevron U.S.A. Inc.
4.687% Notes Due 2030
Fully and unconditionally guaranteed by Chevron Corporation
Dated February 24, 2025
|
|
|
Issuer: |
|
Chevron U.S.A. Inc. |
|
|
Guarantor: |
|
Chevron Corporation |
|
|
Aggregate Principal Amount Offered: |
|
$1,100,000,000 |
|
|
Maturity Date: |
|
April 15, 2030 |
|
|
Coupon: |
|
4.687% |
|
|
Interest Payment Dates: |
|
April 15 and October 15 of each year, commencing October 15, 2025 |
|
|
Benchmark Treasury: |
|
4.250% due January 31, 2030 |
|
|
Benchmark Treasury Yield: |
|
4.237% |
|
|
Spread to Benchmark Treasury: |
|
45 bps |
|
|
Yield to Maturity: |
|
4.687% |
|
|
Price to Public: |
|
Per Note: 99.991%; Total: $1,099,901,000 |
|
|
Aggregate Net Proceeds (Before
Expenses): |
|
$1,098,251,000 |
|
|
Optional Redemption: |
|
Prior to the Par Call Date for the Notes, make-whole call at the greater of 100% of the principal amount of the Notes to be redeemed and the
discounted present value through the Par Call Date at the Treasury Rate (as defined in the preliminary prospectus supplement dated February 24, 2025 related to the Notes) plus 10 bps, plus accrued and unpaid interest
On or after the Par Call Date, par call plus accrued and unpaid interest |
|
|
Par Call Date |
|
March 15, 2030 |
|
|
Trade Date: |
|
February 24, 2025 |
|
|
Settlement Date: |
|
February 26, 2025 (T+2) |
|
|
CUSIP / ISIN: |
|
166756BD7 / US166756BD74 |
|
|
Concurrent Debt Offerings: |
|
The issuer is also offering $750,000,000 of its 4.405% Notes Due 2027, $750,000,000 of its Floating Rate Notes Due 2027, $1,000,000,000 of its 4.475% Notes Due 2028, $500,000,000 of its Floating Rate Notes Due 2028, $650,000,000 of
its 4.819% Notes Due 2032 and $750,000,000 of its 4.980% Notes Due 2035 for total additional net proceeds (before expenses) for such concurrent debt offerings of $4,393,505,000 |
|
|
|
Joint Book-Running Managers: |
|
Barclays Capital Inc. BofA Securities, Inc.
J.P. Morgan Securities LLC Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC HSBC Securities (USA) Inc.
Morgan Stanley & Co. LLC MUFG Securities Americas
Inc. Standard Chartered Bank |
|
|
Co-Managers: |
|
Mizuho Securities USA LLC Scotia Capital (USA)
Inc. Deutsche Bank Securities Inc. SMBC Nikko Securities
America, Inc. Loop Capital Markets LLC Santander US Capital
Markets LLC BBVA Securities Inc. Intesa Sanpaolo IMI
Securities Corp. The Standard Bank of South Africa Limited
U.S. Bancorp Investments, Inc. |
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC
for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC
for more complete information about the issuer and this offering in the United States. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating
in this offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847; BofA Securities, Inc. toll-free at 1-800-294-1322; and J.P.
Morgan Securities LLC collect at 1-212-834-4533.
We expect that delivery of the notes will be made to investors on or about February 26, 2025, which will be the second business day following the date of
this pricing term sheet (such settlement cycle being referred to as T+2). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle
in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes more than one business day prior to their date of delivery will be required, by virtue of the fact that the notes
initially settle in T+2, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement and should consult their own advisors.
To the extent any underwriter that is not a U.S.-registered broker-dealer intends to effect sales of the notes in the United States, it will do so through one
or more U.S.-registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.
Any disclaimer or other notice that may
appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
Final Term Sheet
Chevron U.S.A. Inc.
4.819% Notes Due 2032
Fully and unconditionally guaranteed by Chevron Corporation
Dated February 24, 2025
|
|
|
Issuer: |
|
Chevron U.S.A. Inc. |
|
|
Guarantor: |
|
Chevron Corporation |
|
|
Aggregate Principal Amount Offered: |
|
$650,000,000 |
|
|
Maturity Date: |
|
April 15, 2032 |
|
|
Coupon: |
|
4.819% |
|
|
Interest Payment Dates: |
|
April 15 and October 15 of each year, commencing October 15, 2025 |
|
|
Benchmark Treasury: |
|
4.375% due January 31, 2032 |
|
|
Benchmark Treasury Yield: |
|
4.319% |
|
|
Spread to Benchmark Treasury: |
|
50 bps |
|
|
Yield to Maturity: |
|
4.819% |
|
|
Price to Public: |
|
Per Note: 99.990 %; Total: $649,935,000 |
|
|
Aggregate Net Proceeds (Before
Expenses): |
|
$648,830,000 |
|
|
Optional Redemption: |
|
Prior to the Par Call Date for the Notes, make-whole call at the greater of 100% of the principal amount of the Notes to be redeemed and the
discounted present value through the Par Call Date at the Treasury Rate (as defined in the preliminary prospectus supplement dated February 24, 2025 related to the Notes) plus 10 bps, plus accrued and unpaid interest
On or after the Par Call Date, par call plus accrued and unpaid interest |
|
|
Par Call Date |
|
February 15, 2032 |
|
|
Trade Date: |
|
February 24, 2025 |
|
|
Settlement Date: |
|
February 26, 2025 (T+2) |
|
|
CUSIP / ISIN: |
|
166756BE5 / US166756BE57 |
|
|
Concurrent Debt Offerings: |
|
The issuer is also offering $750,000,000 of its 4.405% Notes Due 2027, $750,000,000 of its Floating Rate Notes Due 2027, $1,000,000,000 of its 4.475% Notes Due 2028, $500,000,000 of its Floating Rate Notes Due 2028, $1,100,000,000
of its 4.687% Notes Due 2030 and $750,000,000 of its 4.980% Notes Due 2035 for total additional net proceeds (before expenses) for such concurrent debt offerings of $4,842,926,000 |
|
|
|
Joint Book-Running Managers: |
|
Barclays Capital Inc. BofA Securities, Inc.
J.P. Morgan Securities LLC Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC HSBC Securities (USA) Inc.
Morgan Stanley & Co. LLC MUFG Securities Americas
Inc. Standard Chartered Bank |
|
|
Co-Managers: |
|
Mizuho Securities USA LLC Scotia Capital (USA)
Inc. Deutsche Bank Securities Inc. SMBC Nikko Securities
America, Inc. Loop Capital Markets LLC Santander US Capital
Markets LLC BBVA Securities Inc. Intesa Sanpaolo IMI
Securities Corp. The Standard Bank of South Africa Limited
U.S. Bancorp Investments, Inc. |
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC
for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC
for more complete information about the issuer and this offering in the United States. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating
in this offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847; BofA Securities, Inc. toll-free at 1-800-294-1322; and J.P.
Morgan Securities LLC collect at 1-212-834-4533.
We expect that delivery of the notes will be made to investors on or about February 26, 2025, which will be the second business day following the date of
this pricing term sheet (such settlement cycle being referred to as T+2). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle
in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes more than one business day prior to their date of delivery will be required, by virtue of the fact that the notes
initially settle in T+2, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement and should consult their own advisors.
To the extent any underwriter that is not a U.S.-registered broker-dealer intends to effect sales of the notes in the United States, it will do so through one
or more U.S.-registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.
Any disclaimer or other notice that may
appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
Final Term Sheet
Chevron U.S.A. Inc.
4.980% Notes Due 2035
Fully and unconditionally guaranteed by Chevron Corporation
Dated February 24, 2025
|
|
|
Issuer: |
|
Chevron U.S.A. Inc. |
|
|
Guarantor: |
|
Chevron Corporation |
|
|
Aggregate Principal Amount Offered: |
|
$750,000,000 |
|
|
Maturity Date: |
|
April 15, 2035 |
|
|
Coupon: |
|
4.980% |
|
|
Interest Payment Dates: |
|
April 15 and October 15 of each year, commencing October 15, 2025 |
|
|
Benchmark Treasury: |
|
4.625% due February 15, 2035 |
|
|
Benchmark Treasury Yield: |
|
4.400% |
|
|
Spread to Benchmark Treasury: |
|
58 bps |
|
|
Yield to Maturity: |
|
4.980% |
|
|
Price to Public: |
|
Per Note: 99.990%; Total: $749,925,000 |
|
|
Aggregate Net Proceeds (Before
Expenses): |
|
$748,425,000 |
|
|
Optional Redemption: |
|
Prior to the Par Call Date for the Notes, make-whole call at the greater of 100% of the principal amount of the Notes to be redeemed and the
discounted present value through the Par Call Date at the Treasury Rate (as defined in the preliminary prospectus supplement dated February 24, 2025 related to the Notes) plus 10 bps, plus accrued and unpaid interest
On or after the Par Call Date, par call plus accrued and unpaid interest |
|
|
Par Call Date |
|
January 15, 2035 |
|
|
Trade Date: |
|
February 24, 2025 |
|
|
Settlement Date: |
|
February 26, 2025 (T+2) |
|
|
CUSIP / ISIN: |
|
166756BF2 / US166756BF23 |
|
|
Concurrent Debt Offerings: |
|
The issuer is also offering $750,000,000 of its 4.405% Notes Due 2027, $750,000,000 of its Floating Rate Notes Due 2027, $1,000,000,000 of its 4.475% Notes Due 2028, $500,000,000 of its Floating Rate Notes Due 2028, $1,100,000,000
of its 4.687% Notes Due 2030 and $650,000,000 of its 4.819% Notes Due 2032 for total additional net proceeds (before expenses) for such concurrent debt offerings of $4,743,331,000 |
|
|
|
Joint Book-Running Managers: |
|
Barclays Capital Inc. BofA Securities, Inc.
J.P. Morgan Securities LLC Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC HSBC Securities (USA) Inc.
Morgan Stanley & Co. LLC MUFG Securities Americas
Inc. Standard Chartered Bank |
|
|
Co-Managers: |
|
Mizuho Securities USA LLC Scotia Capital (USA)
Inc. Deutsche Bank Securities Inc. SMBC Nikko Securities
America, Inc. Loop Capital Markets LLC Santander US Capital
Markets LLC BBVA Securities Inc. Intesa Sanpaolo IMI
Securities Corp. The Standard Bank of South Africa Limited |
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC
for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC
for more complete information about the issuer and this offering in the United States. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating
in this offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847; BofA Securities, Inc. toll-free at 1-800-294-1322; and J.P.
Morgan Securities LLC collect at 1-212-834-4533.
We expect that delivery of the notes will be made to investors on or about February 26, 2025, which will be the second business day following the date of
this pricing term sheet (such settlement cycle being referred to as T+2). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle
in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes more than one business day prior to their date of delivery will be required, by virtue of the fact that the notes
initially settle in T+2, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement and should consult their own advisors.
To the extent any underwriter that is not a U.S.-registered broker-dealer intends to effect sales of the notes in the United States, it will do so through one
or more U.S.-registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.
Any disclaimer or other notice that may
appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
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