On March 18, 2024, Chevron Corporation received a letter from the United States Securities and Exchange Commission (SEC) regarding its Registration Statement on Form S-4, initially filed on February 26, 2024. The SEC conducted a limited review and provided comments requiring Chevron to amend the registration statement and furnish additional information. The SEC's inquiries included requests for clarification on Hess Corporation's decision not to seek other transaction counterparties besides Chevron, details on the strategic alternatives considered by Hess's board, and the basis for the board's belief that Chevron offered superior value compared to other potential transactions. Additionally, the SEC requested updates on the status of the Federal Trade Commission (FTC) review, approvals from Guyanese authorities, and any arbitration or litigation...Show More

On March 18, 2024, Chevron Corporation received a letter from the United States Securities and Exchange Commission (SEC) regarding its Registration Statement on Form S-4, initially filed on February 26, 2024. The SEC conducted a limited review and provided comments requiring Chevron to amend the registration statement and furnish additional information. The SEC's inquiries included requests for clarification on Hess Corporation's decision not to seek other transaction counterparties besides Chevron, details on the strategic alternatives considered by Hess's board, and the basis for the board's belief that Chevron offered superior value compared to other potential transactions. Additionally, the SEC requested updates on the status of the Federal Trade Commission (FTC) review, approvals from Guyanese authorities, and any arbitration or litigation related to the merger, specifically mentioning ExxonMobil's arbitration filing concerning the Stabroek joint operating agreement. The SEC also noted issues with the tax opinion provided by Wachtell and the incorporation by reference of Hess Corporation's annual report, which lacked certain information. Chevron was reminded of its responsibility for the accuracy of disclosures and was instructed to contact SEC staff members Timothy Levenberg or Karina Dorin for further questions.