A substantial majority of PDC Energy Inc.’s bondholders say they won’t tender their bonds following the company’s acquisition by Chevron Corp. because the compensation for the swap is too low, according to people with knowledge of the matter.
The noteholders organized earlier this week with help of the Credit Roundtable, an investor advocacy group. Barclays Plc, which is advising Chevron on the debt exchange, has been notified, said the people, who asked not to be identified because the discussions are private.
Chevron last week offered to exchange PDC’s 5.75% notes due 2026 for new notes with the same coupon and maturity issued by one of its units. Bondholders who agree to participate by an early deadline of Aug. 16 can receive $1,001 of new Chevron notes for every $1,000 of PDC debt they turned in.
The compensation falls short of the 101 cents on the dollar level that’s often required by bond documentation following a “change of control” like an acquisition. Under the terms of PDC’s bonds, the Chevron deal didn’t trigger the change of control clause because the debt wasn’t downgraded, according to materials from the Credit Roundtable.
A representative for Chevron declined to comment, while a representative for Barclays didn’t respond to requests for comment.
The PDC notes traded at 100.625 cents on the dollar on Thursday, according to Trace.
The offer from Chevron would also require bondholders to agree to eliminate certain reporting requirements and investor protections known as covenants. The creditor group believes it should receive additional compensation to agree to those conditions, the people said.
“On Monday, August 7th, the Credit Roundtable working with Houlihan Lokey issued a Corporate Action Alert to provide members and market participants a summary of an Exchange Offer and Consent Solicitation related to Chevron Corporation, Chevron U.S.A., and PDC Energy, Inc. The Alert in part sparked a material response from existing holders,” a representative for the Credit Roundtable said in a separate statement.
A representative for Houlihan Lokey didn’t immediately respond to a request for comment.
Chevron in May agreed to purchase PDC in an all-stock deal valued at $6.3 billion. The acquisition of the Denver-based oil and natural gas producer closed this week and is part of an effort to expand its drilling in Colorado’s Denver-Julesburg basin.
--With assistance from Kevin Crowley.
